Danaher Corp/DE – ‘PREC14A’ on 8/3/01 re: Cooper Industries Inc

On:  Friday, 8/3/01, at 5:17pm ET   ·   Accession #:  898822-1-500504   ·   File #:  1-01175

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Preliminary Proxy Solicitation Material — Contested Solicitation   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PREC14A     Preliminary Proxy Statement                           37    114K 

Document Table of Contents

PREC14A
1st Page of 37
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
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:                                                      

[X]  Preliminary Proxy Statement                                                
[ ]  Confidential, for Use of the Commission Only (as permitted by              
Rule 14a-6(e)(2))                                                     
[ ]  Definitive Proxy Statement                                                 
[ ]  Definitive Additional Materials                                            
[ ]  Soliciting Material Under Rule 14a-12                                      

 COOPER INDUSTRIES, INC.
 -----------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 DANAHER CORPORATION
 -------------------
(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:

----------------------------------------------  

     (2)    Aggregate number of securities to which transaction applies:

----------------------------------------------  

(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):                                

----------------------------------------------  

(4)    Proposed maximum aggregate value of transaction:       

----------------------------------------------  

PREC14A
2nd Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 2nd
(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:                                

----------------------------------------------  

(2)    Form, Schedule or Registration Statement No.:          

----------------------------------------------  

(3)    Filing Party:                                          

----------------------------------------------  

(4)    Date Filed:                                            

----------------------------------------------  

PREC14A
3rd Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 3rd
 SUBJECT TO COMPLETION; DATED August 3, 2001

PRELIMINARY PROXY MATERIAL
--------------------------

[DANAHER CORPORATION LOGO]

                                                                 August   , 2001

Dear Cooper Shareholder:                                                        

     Danaher Corporation has proposed a business combination with Cooper
Industries, Inc. that we believe is a clearly superior alternative to Cooper's  
proposal to reorganize in Bermuda. The consideration Danaher would pay in this  
transaction would consist of 75% Danaher stock and 25% cash. Under our proposal,
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. We have indicated to the   
Cooper Board of Directors that we would expect to finalize a combination        
proposal at the high end of our range after a customary due diligence review of 
Cooper's business, which we believe we could complete in two weeks with Cooper's
cooperation.                                                                    

The Danaher proposal would provide you with an immediate and  
substantial premium for your Cooper shares and would enable you to participate  
in the growth of a stronger combined company. Based on Danaher's closing share  
price on July 20, 2001, the day before the two companies met to discuss         
Danaher's proposal, the Danaher merger proposal would provide a value of $54.00 
to $58.00 for each share of Cooper common stock, representing a premium of 33%  
to 43% over Cooper's closing share price on that day and a premium of 40% to 50%
over Cooper's average closing share price for the preceding three months.       
Because the number of shares of Danaher common stock that Cooper shareholders   
would receive pursuant to the Danaher merger proposal is fixed, the implied     
value of the Danaher merger proposal will fluctuate based on changes in the     
market price of Danaher's common stock. Please obtain a current share price for 
Danaher stock to determine the value of our offer to you today.                 

As you know, Cooper has proposed to reorganize in Bermuda. In 
connection with the proposed reorganization, Cooper has scheduled a special     
meeting of shareholders to be held at the Chase Center Auditorium, 601 Travis   
Street, Houston, Texas on Thursday, August 30, 2001, at 10:00 a.m. The Cooper   
Board of Directors is soliciting your vote to approve its proposed              
reorganization in Bermuda.                                                      

  As discussed in the accompanying proxy statement, we believe our
proposed merger is a clearly superior alternative to the proposed               
reorganization. However, our proposal is conditioned on rejection by the Cooper 
shareholders of the proposed reorganization. Accordingly, we are soliciting your
proxy to vote AGAINST the proposed reorganization.                              

PREC14A
4th Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 4th
    WE BELIEVE THE DANAHER MERGER PROPOSAL IS SUPERIOR TO THE PROPOSED
REORGANIZATION FOR THE FOLLOWING REASONS:                                       

-     SIGNIFICANT PREMIUM. Our proposed merger would provide an 
        immediate and substantial premium for your Cooper shares. In
              contrast, the reorganization in Bermuda will not yield any premium
at all.                                             

 -     STRONGER CURRENCY. Our proposed merger would provide Cooper
          shareholders an opportunity to invest in Danaher common stock,
          which has demonstrated stronger performance and delivered more
             attractive total returns than Cooper common stock and the S&P 500
for the past three, five and ten year periods.      

    -     STRONGER COMBINED COMPANY. Cooper's shareholders will have the
       opportunity to participate in the growth and synergies of a
              stronger, well capitalized company, with a management team focused
    on the aggressive pursuit of enhanced shareholder value.

 -     FAVORABLE TAX TREATMENT.  Our proposed merger offers Cooper
         shareholders consideration comprised of 75% Danaher stock and
          25% cash.  Accordingly, our proposal provides an immediate and
       substantial cash payment to Cooper shareholders and is also
            expected to qualify as a reorganization for tax purposes.  Thus,
        it is expected that shareholders would only pay tax on their
     gain up to the amount of the cash they receive, while the
       majority of the consideration, namely the shares of Danaher
            common stock, would be received tax-free by Cooper shareholders.
     In contrast, Cooper's planned reorganization will require
        shareholders to pay tax on all their gains without providing
          them any cash proceeds with which to satisfy the tax liability
incurred.                                           

 YOUR VOTE IS IMPORTANT!

      IF COOPER'S REORGANIZATION IN BERMUDA IS APPROVED, YOU WILL NOT HAVE
THE OPPORTUNITY TO RECEIVE THE VALUE REPRESENTED BY OUR MERGER PROPOSAL. WE URGE
YOU TO VOTE AGAINST COOPER'S REORGANIZATION IN BERMUDA BY SIGNING, DATING AND   
RETURNING THE ACCOMPANYING BLUE PROXY CARD TODAY.                               

     Even if you previously have submitted a proxy card furnished by the
Cooper Board, it is not too late to change your vote by simply signing, dating  
and returning the blue proxy card today.                                        

        WE URGE YOU TO PROTECT YOUR INTERESTS AND SEND A STRONG MESSAGE TO THE
COOPER BOARD OF DIRECTORS--PLEASE SIGN, DATE AND RETURN THE BLUE PROXY CARD     
TODAY.                                                                          

         If you have any questions, please call MacKenzie Partners, Inc., who is
assisting us with the proxy solicitation, at (800) 322-2885.                    

Thank you for your consideration and support.                 

              Sincerely,

                         H. Lawrence Culp, Jr.
                                         President and Chief Executive Officer

This proxy statement is dated and is first being mailed to shareholders on or   
about August   , 2001.                                                          

PREC14A
5th Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 5th
 IMPORTANT

1.      If your Cooper shares are held in your own name, please sign, date and  
    mail the enclosed blue proxy card to MacKenzie Partners, Inc. in the
postage-paid envelope provided.                                 

2.      If your Cooper shares are held in "street-name," only your broker or    
bank can vote your shares and only upon receipt of your specific
    instructions.  If your shares are held in "street-name," deliver the
      enclosed blue proxy card to your broker or bank and contact the person
      responsible for your account to vote on your behalf and to ensure that
   a blue proxy card is submitted on your behalf. Danaher urges you to
  confirm in writing your instructions to the person responsible for
      your account and to provide a copy of those instructions to Danaher in
  care of MacKenzie Partners, Inc., so that Danaher will be aware of
       all instructions given and can attempt to ensure that such instructions
are followed.                                                   

3.      Only shareholders of record on July 23, 2001 are entitled to vote at the
        annual meeting of Cooper shareholders. Danaher urges each shareholder to
   ensure that the record holder of his or her shares signs, dates and
returns the enclosed blue proxy card as soon as possible.       

         DO NOT SIGN OR RETURN ANY WHITE PROXY CARD YOU MAY RECEIVE FROM COOPER.

IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE IN VOTING YOUR SHARES, PLEASE CALL:

MACKENZIE PARTNERS, INC.
156 FIFTH AVENUE
NEW YORK, NY 10010
CALL COLLECT: (212) 929-5500
OR
CALL TOLL-FREE: (800) 322-2885

       THIS PROXY STATEMENT RELATES SOLELY TO THE SOLICITATION OF PROXIES IN
OPPOSITION TO COOPER'S PROPOSAL TO REORGANIZE IN BERMUDA AND IS NEITHER AN OFFER
TO SELL ANY SHARES OF DANAHER COMMON STOCK NOR A REQUEST FOR THE TENDER OF      
SHARES OF COOPER COMMON STOCK. ANY ISSUANCE OF DANAHER COMMON STOCK IN          
CONNECTION WITH DANAHER'S PROPOSED MERGER WITH COOPER WILL HAVE TO BE REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND MAY ONLY BE MADE BY MEANS OF A PROSPECTUS  
COMPLYING WITH THE REQUIREMENTS OF SUCH ACT.                                    

PREC14A
6th Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 6th
 SPECIAL MEETING OF SHAREHOLDERS
OF
 COOPER INDUSTRIES, INC.

 PROXY STATEMENT
OF
 DANAHER CORPORATION

 SOLICITATION OF PROXIES
 IN OPPOSITION
TO COOPER'S PROPOSED
REINCORPORATION IN BERMUDA

        This Proxy Statement and the enclosed blue proxy card are furnished by
Danaher Corporation, a Delaware corporation ("Danaher"), in connection with its 
solicitation of proxies to be used at the special meeting (the "Special         
Meeting") of shareholders of Cooper Industries, Inc., an Ohio corporation       
("Cooper"), to be held at the Chase Center Auditorium, 601 Travis Street,       
Houston, Texas on Thursday, August 30, 2001, at 10:00 a.m., and at any          
adjournments, postponements or reschedulings of that meeting. Pursuant to this  
Proxy Statement, Danaher is soliciting proxies from holders of shares of common 
stock, par value $5.00 per share, of Cooper ("Cooper Common Stock") to vote     
AGAINST Cooper's pending proposal to reorganize in Bermuda (the "Reorganization 
Proposal"). Cooper has set the close of business on July 23, 2001 as the record 
date (the "Record Date") for determining those shareholders who will be entitled
to vote at the Special Meeting. This Proxy Statement and the enclosed blue proxy
card are first being sent or given to shareholders of Cooper on or about        
August   , 2001. Cooper's corporate headquarters are located at 600 Travis,     
Suite 5800, Houston, Texas 77002-1001, telephone (713) 209-8400.                

THE DANAHER MERGER PROPOSAL                                                     

     On July 25, 2001, Danaher delivered a letter to H. John Riley, Jr.,
Cooper's Chairman and Chief Executive Officer, setting forth a business         
combination proposal that Danaher had presented at a meeting with Mr. Riley and 
certain other Cooper executives on July 21, 2001. Danaher believes that,        
compared to the Reorganization Proposal, the Danaher Merger Proposal            
(the "Danaher Merger Proposal")constitutes a superior transaction for holders   
of Cooper Common Stock. Under Danaher's proposal, Cooper and Danaher would      
combine in a merger (the "Proposed Danaher Merger") in which each share of      
Cooper Common Stock would be converted into $14.50 in cash and 0.7650 shares    
of Danaher common stock, par value $1.00 per share ("Danaher Common Stock"), at 
the high end of our proposed range or $13.50 in cash and 0.7123 shares of       
Danaher Common Stock at the low end of our proposed range. In its July 25       
letter, Danaher indicated to Mr. Riley that it would expect to finalize a       
combination proposal at the high end of this range after a customary due        
diligence review of Cooper's business, which we believe we could complete in    
two weeks with Cooper's cooperation.                                            

         Based on Danaher's closing share price on July 20, 2001, the day before
the two companies met to discuss Danaher's proposal, the Danaher Merger Proposal
would provide a value of $54.00 to $58.00 for each share of Cooper Common Stock,
representing a premium of 33% to 43% over Cooper's closing stock price on that  
day and a premium of 40% to 50% over Cooper's average share price for the       
preceding three months. Because the number of shares of Danaher Common Stock    
that Cooper shareholders would receive pursuant to the Danaher Merger Proposal  
is fixed, the implied value of the Danaher Merger Proposal will fluctuate based 
on changes in the market price of Danaher's Common Stock. Please obtain a       
current share price for Danaher stock to determine the value of our offer to you
today.                                                                          

1 

PREC14A
7th Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 7th
The Danaher Merger Proposal is subject to certain conditions, 
including:                                                                      

      -     withdrawal of the Reorganization Proposal by the Cooper Board of
        Directors or rejection of the Reorganization Proposal by the
Cooper shareholders,                                

    -     a customary due diligence review of Cooper and its businesses,

       -     execution of a definitive merger agreement by Danaher and Cooper,
and                                                 

       -     redemption of the rights issued pursuant to the Rights Agreement,
              dated as of August 5, 1997, between Cooper and First Chicago Trust
Company of New York.                                

       Danaher would expect a merger agreement with Cooper to be conditioned
upon approval by the Danaher and Cooper shareholders, receipt of all required   
regulatory approvals, and other customary conditions, including satisfaction of 
certain requirements under Ohio law. See "Background of the Solicitation --     
Regulatory Approvals Required for the Proposed Danaher Merger."                 

   There can be no assurance as to the timing or satisfaction of the
conditions to the Danaher Merger Proposal or as to the timing or satisfaction of
the conditions that a merger agreement between Danaher and Cooper would contain.
In addition, there can be no assurance that Cooper would be willing to enter    
into merger discussions with Danaher even if Cooper shareholders rejected the   
Reorganization Proposal.                                                        

      By voting "AGAINST" the Reorganization Proposal, Cooper shareholders
can demonstrate their support for the proposed combination of Danaher and Cooper
and send a strong message to the Cooper Board that they want to preserve the    
opportunity to consider the Danaher Merger Proposal.                            

        TO ENSURE THAT WE MAY VOTE YOUR SHARES AT THE SPECIAL MEETING, WE URGE
YOU TO COMPLETE, DATE AND SIGN THE ENCLOSED BLUE PROXY CARD AND MAIL IT         
PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED, WHETHER OR NOT YOU PLAN TO      
ATTEND THE SPECIAL MEETING IN PERSON. YOU CAN WITHDRAW YOUR PROXY, OR CHANGE    
YOUR VOTE, AT ANY TIME BEFORE IT IS VOTED BY EXECUTING A LATER-DATED PROXY, BY  
VOTING BY BALLOT AT THE SPECIAL MEETING, OR BY FILING AN INSTRUMENT OF          
REVOCATION WITH THE INSPECTORS OF ELECTION IN CARE OF MACKENZIE PARTNERS, INC.  

2 

PREC14A
8th Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 8th
 REASONS TO VOTE AGAINST THE PROPOSED REORGANIZATION

      Danaher urges you to vote your shares of Cooper Common Stock AGAINST
the Reorganization Proposal for the following reasons:                          

      -     A vote against the Reorganization Proposal satisfies a condition
           to the Danaher Merger Proposal and moves you one step closer to
          receiving the superior value represented by the Danaher Merger
Proposal.                                           

 -     A vote against the Reorganization Proposal will send a firm
         message to the Cooper Board of Directors that you support the
Danaher Merger Proposal.                            

     -     We believe that reincorporating Cooper in Bermuda will have the
           effect of further entrenching the Cooper Board of Directors and
         increasing the risk that Cooper shareholders will be denied a
change of control premium for their shares.         

  Danaher believes that the combination of Danaher and Cooper is a
superior alternative to the Reorganization Proposal and would provide           
substantial benefits to the Cooper shareholders, for the following reasons:     

       -     SIGNIFICANT PREMIUM. The Danaher Merger Proposal would provide an
              immediate and substantial premium for your shares of Cooper Common
            Stock. In contrast, the reorganization in Bermuda will not yield
any premium at all.                                 

  -     STRONGER CURRENCY. The Danaher Merger Proposal would provide
          Cooper shareholders an opportunity to invest in Danaher Common
            Stock, which has demonstrated stronger performance and delivered
              more attractive total returns than Cooper Common Stock and the S&P
500 for the past three, five and ten year periods.  

    -     STRONGER COMBINED COMPANY. Cooper's shareholders will have the
       opportunity to participate in the growth and synergies of a
              stronger, well capitalized company, with a management team focused
    on the aggressive pursuit of enhanced shareholder value.

  -     FAVORABLE TAX TREATMENT.  The Danaher Merger Proposal offers
            Cooper shareholders consideration comprised of 75% Danaher stock
          and 25% cash.  Accordingly, our proposal provides an immediate
            and substantial cash payment to Cooper shareholders, and is also
            expected to qualify as a reorganization for tax purposes.  Thus,
        it is expected that shareholders would only pay tax on their
     gain up to the amount of the cash they receive, while the
       majority of the consideration, namely the shares of Danaher
         stock, would be received tax-free by Cooper shareholders.  In
  contrast, Cooper's planned reorganization will require
             shareholders to pay tax on all their gains without providing them
     any cash proceeds with which to satisfy the tax liability
incurred.                                           

3 

PREC14A
9th Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 9th
 IMPORTANT

      IF YOU WANT TO HAVE THE OPPORTUNITY TO CONSIDER THE PROPOSED DANAHER
MERGER, WE URGE YOU TO PROMPTLY SIGN, DATE AND MAIL THE ENCLOSED BLUE PROXY CARD
TO VOTE AGAINST THE REORGANIZATION PROPOSAL. WE URGE YOU TO EXECUTE AND MAIL THE
BLUE PROXY CARD AS SOON AS POSSIBLE.                                            

         REJECTION OF THE REORGANIZATION PROPOSAL IS A CRITICAL STEP IN SECURING
THE SUCCESS OF THE DANAHER MERGER PROPOSAL.                                     

    EVEN IF YOU HAVE ALREADY SENT A PROXY TO THE BOARD OF DIRECTORS OF
COOPER, YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE. YOU MAY REVOKE THAT PROXY AND 
VOTE AGAINST THE REORGANIZATION PROPOSAL BY SIGNING, DATING AND MAILING THE     
ENCLOSED BLUE PROXY CARD IN THE ENCLOSED ADDRESSED ENVELOPE. NO POSTAGE IS      
NECESSARY IF YOUR PROXY IS MAILED IN THE UNITED STATES.                         

       THIS PROXY STATEMENT RELATES SOLELY TO THE SOLICITATION OF PROXIES IN
OPPOSITION TO THE REORGANIZATION PROPOSAL AND IS NEITHER AN OFFER TO SELL ANY   
SHARES OF DANAHER COMMON STOCK NOR A REQUEST FOR THE TENDER OF SHARES OF COOPER 
COMMON STOCK. THE ISSUANCE OF DANAHER COMMON STOCK IN CONNECTION WITH           
DANAHER'S PROPOSED MERGER WITH COOPER WILL HAVE TO BE REGISTERED UNDER THE      
SECURITIES ACT OF 1933 AND MAY ONLY BE MADE BY MEANS OF A PROSPECTUS COMPLYING  
WITH THE REQUIREMENTS OF SUCH ACT.                                              

4 

PREC14A
10th Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 10th
BACKGROUND OF THE SOLICITATION

THE 1999 PROPOSAL                                                               

      In 1999, George M. Sherman, the former President and Chief Executive
Officer of Danaher contacted Mr. Riley to raise the possibility of a combination
of Danaher and Cooper.                                                          

      On August 17, 1999, Mr. Sherman sent Mr. Riley the following letter:

[DANAHER LETTERHEAD]

August 17, 1999                                                                 

Mr. H. John Riley, Jr.                                                          
Chairman, President and Chief Executive Officer                                 
Cooper Industries, Inc.                                                         
600 Travis Street, Suite 5800                                                   
Houston, Texas  77002-1001                                                      

Dear John:                                                                      

The last time we spoke, I did not fully express my view of the compelling       
opportunity presented by a merger between Cooper Industries, Inc. and Danaher   
Corporation.                                                                    

We believe there is significant value to be realized in combining our           
businesses. Benefits would result from both the strategic alignment of our      
businesses as well as the combined size and power of the new entity. The        
immediate operational and strategic impact of combining our companies, as well  
as the critical mass created, will drive short and long term value.             

Together, we would create a company with more than $7 billion in revenues. More 
importantly, the new company could assemble four strategic global business      
platforms, each with at least $1 billion in revenue, and three additional       
platforms with at least $500 million in revenue. Our research suggests these    
seven platforms, which could operate under two business segments, would drive   
value for all our constituents in part by accelerating internal growth rates and
in part by expanding the opportunities to acquire complementary business lines. 
For example, a combination would create a $1 billion dollar utility products    
platform. With our complementary lines and market reach, we would be well       
positioned to succeed in this consolidating industry.                           

The combination of our tool businesses represents another opportunity to deliver
incremental value by creating an industry leader that would leverage the        
combined operations and distribution channels. Not surprisingly, our tool       
companies are already working together to better serve the customer.            

5 

PREC14A
11th Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 11th
Furthermore, a combination would create an exciting global enterprise with      
compelling strength in industrial and electrical distribution. With the changes 
and consolidation occurring in these distribution channels, we believe an       
exceptional opportunity exists for sustainable competitive advantage. The       
breadth and complementary nature of our products, coupled with the critical mass
and combined commitments to drive quality, costs and customer service, would    
position us to take a leadership role in these distribution channels.           

Our combined size would also create a balance sheet that would provide          
additional opportunities to enhance value. The new entity would leverage our    
combined purchasing power and enjoy a greater ability to retain and recruit top 
talent. Our size would also allow us to increase the funding for internal growth
initiatives. With the proper funding, we can accelerate growth and deliver      
superior returns to our shareholders. In addition, we would be in a position to 
explore larger strategic acquisitions. We have already identified dozens of     
acquisition opportunities for our combined businesses.                          

How much is all this worth? I believe the growth and cost opportunities from    
combining these businesses is substantial. Simply put, this is an extraordinary 
opportunity to bring two companies together to accelerate the combined internal 
and external growth rates. This winning combination will help drive superior    
value for our customers, associates, suppliers and shareholders. I believe our  
management teams and Boards could effectively work together to manage the       
combined enterprise.                                                            

For all these reasons, we would be prepared to make the following proposal that 
has been discussed with and has the full support of our Board.                  

Our proposal would be for our companies to undertake a tax-free, all-stock      
merger in which the shareholders of Cooper will receive 1.33 shares of Danaher  
common stock for each Cooper common share they own. This exchange ratio offers a
compelling value of $78 per share based on our current stock price, and         
represents a 40% premium above the current Cooper stock price. This exchange    
ratio fairly reflects the synergies and benefits we envision would flow from the
combination of our businesses. Moreover, as future Danaher shareholders that    
would hold almost half of the combined company's equity, Cooper shareholders    
would participate fully in the upside and growth of a much stronger combined    
company. As you may be aware, Danaher shareholders have enjoyed compounded      
annual returns in excess of 30% for the last five, ten and fifteen year periods.
This of course reflects the company's consistent growth during these periods.   

6 

PREC14A
12th Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 12th
We believe that the transaction has no significant contingencies or regulatory  
concerns. We have extensive experience in effecting business combinations, and  
it is our view that this transaction can be completed expeditiously. We are     
ready to undertake a mutual due diligence review at your earliest convenience.  
Obviously, no legal obligations would be created on either of our parts until   
a definitive merger agreement is signed, which agreement would contain          
customary terms and conditions, including that the merger be accounted for as   
a "pooling-of-interests."                                                       

We strongly desire the support of Cooper's management in this matter and hope   
that our proposal will be well received by Cooper's Board of Directors. We have 
been advised that there is no requirement for either of us to publicly disclose 
this proposal, and we do not intend to disclose it.                             

John, I hope the two of us can meet and quietly explore this opportunity. I     
would welcome the chance to garner your insights and allow me to further explain
Danaher and my thinking on this combination.                                    

Clearly, this opportunity has the highest priority for all of us at Danaher, and
we hope you and your Board share our enthusiasm. I look forward to hearing from 
you soon.                                                                       

Sincerely,                                                                      

/s/ George M. Sherman                                                           

George M. Sherman                                                               
President and Chief Executive Officer                                           

* * * 

7 

PREC14A
13th Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 13th
  On August 30, 1999, Mr. Sherman met with Mr. Riley in Houston to
discuss a possible transaction.  At that meeting, Mr. Sherman explained to      
Mr. Riley his view of the benefits of a business combination between Danaher    
and Cooper.                                                                     

        In September, 1999, Mr. Riley indicated to Mr. Sherman that the Cooper
Board of Directors had decided not to pursue a possible combination with        
Danaher.                                                                        

THE CURRENT PROPOSAL                                                            

       On July 17, 2001, the Danaher Board of Directors unanimously approved
the Danaher Merger Proposal and related matters.  Later that day, H. Lawrence   
Culp, Jr., President and Chief Executive Officer of Danaher, telephoned         
Mr. Riley to relay the Danaher Merger Proposal and to suggest that Mr. Culp     
and Mr. Riley meet to discuss the Danaher Merger Proposal in greater detail.    

    On July 21, 2001, Mr. Culp and Patrick W. Allender, Executive Vice
President, Chief Financial Officer and Secretary of Danaher met with Mr. Riley, 
D. Bradley McWilliams, Senior Vice President and Chief Financial Officer of     
Cooper and David A. White, Jr., Senior Vice President, Strategic Planning and   
New Venture Development Officer of Cooper at Cooper's headquarters in Houston,  
Texas. At the meeting, Messrs. Culp and Allender described to Messrs. Riley,    
McWilliams and White Danaher's business and its historical performance and      
Danaher's vision for the future. Next, Messrs. Culp and Allender discussed      
specific terms of the Danaher Merger Proposal, including the fact that the      
proposal is conditioned upon Danaher having an opportunity to conduct a due     
diligence review of Cooper. Mr. Culp emphasized his belief that Danaher could   
complete its due diligence review of Cooper quickly and indicated Danaher's     
eagerness to expeditiously negotiate a friendly transaction. At the conclusion  
of the meeting, Mr. Riley indicated that the Cooper Board of Directors would    
consider the Danaher Merger Proposal at its next regularly scheduled meeting    
on August 7, 2001.                                                              

8 

PREC14A
14th Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 14th
        On July 25, 2001, Danaher delivered the following letter to Mr. Riley:

[DANAHER LETTERHEAD]

July 25, 2001                                                                   

Mr. H. John Riley, Jr.                                                          
Chairman and Chief Executive Officer                                            
Cooper Industries, Inc.                                                         
600 Travis                                                                      
Suite 5800                                                                      
Houston, Texas  77002                                                           

Dear John:                                                                      

Pat Allender and I enjoyed meeting with you, Brad McWilliams and Dave White this
past Saturday to discuss our proposal for a business combination between Danaher
Corporation and Cooper Industries, Inc. We appreciate your time, as well as your
assurance that our offer will be relayed to and duly considered by the Cooper   
Board of Directors. As we indicated to you, however, in light of the accelerated
timetable for the shareholder vote to consider your proposal to reincorporate   
Cooper in Bermuda and the fact that we are offering a substantial premium to    
Cooper shareholders, we believe it would be appropriate for our proposal to be  
considered more promptly than at your next scheduled Board meeting on August 7. 
I thought it would be useful to memorialize for you and to set out for the      
Cooper Board of Directors the specifics of our proposed business combination so 
that your Board will have the benefit of our thinking and be able to consider   
our proposal fully and expeditiously.                                           

As you know, we at Danaher have for some time believed that a combination of our
two companies would create an exciting global enterprise with critical mass and 
leverageable strengths across many product platforms that would drive revenue   
growth, reduce costs and improve operational efficiency. Such a merger would be 
extremely compelling from both an industrial and a financial perspective. With  
combined revenues in excess of $8 billion and annual operating profit well in   
excess of $1 billion, the combined company would have a powerful financial base 
from which to further enhance growth both organically and through acquisitions. 
The strength of the combined balance sheet and the new opportunities that will  
be created will deliver superior returns to our combined shareholder base with  
benefits flowing to our customers, associates, suppliers and other              
constituencies as well. The excellent fit between our two companies is evident  
to us not only in the complementary nature of our businesses along product and  
geographic lines, and in our mutual commitment to operating excellence, but also
in our strategic vision. You have made it clear that your primary reasons for   
proposing to reincorporate Cooper in Bermuda are the opportunity to enhance cash
flow and with the additional cash be a more effective player in the             
consolidating sectors in which we both operate. As you will recall, this was the
essential rationale for combining our two fine companies that my predecessor,   
George Sherman, emphasized in his letter to you on August 17, 1999. It was      
prescient then and is even more persuasive today. We believe that a combination 
with Danaher would accelerate the fulfillment of your own desired objectives.   

It has been almost two years since you rejected George's proposal for a merger, 
which also offered a significant premium to Cooper's shareholders, in order to  
pursue your business strategy independently. Because you had no interest in     
pursuing a negotiated transaction, we did not pursue the matter at that time,   
although we continued to believe in the tremendous value of combining our two   
companies. A comparison of our respective companies' financial results and share
price performance from that time clearly indicates that your shareholders would 
have realized significant additional value had you accepted our earlier         
proposal. Since the date of George's letter to you, Danaher's stock has         
outperformed Cooper's stock and the S&P 500 by 25 percentage points and 7       
percentage points, respectively (a trend that has held true for the past three, 
five and ten year periods as well).                                             

9 

PREC14A
15th Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 15th
Your recent decision to seek shareholder approval for a major reorganization and
reincorporation of Cooper in Bermuda prompted us to formally re-propose a       
combination of Cooper and Danaher. We firmly believe that our merger proposal   
represents a far more attractive near-term and long-term alternative to Cooper's
shareholders than your proposed restructuring plan. The significant tax and     
other costs involved in migrating Cooper offshore would be altogether avoided in
a Danaher transaction which would also provide your shareholders with an        
immediate and substantial value boost. More important even than our own view, we
are convinced that your shareholders will overwhelmingly agree with this        
assessment and will not want to incur the costs of the move offshore in light of
our proposal. We note with interest the limited impact on your share price that 
has resulted from your announced plan.                                          

For all the above reasons, we have proposed to you a merger in which the Cooper 
shareholders will receive consideration consisting of 75% Danaher stock and 25% 
cash. Specifically, as we conveyed to you and your team when we met on July 21, 
our proposal is to structure the transaction as a merger in which each Cooper   
share would (subject to shareholder elections and proration as desired) be      
converted into $14.50 in cash and 0.7650 Danaher shares at the high end of our  
proposal or $13.50 in cash and 0.7123 Danaher shares at the low end of our      
proposal. As we discussed, this offer would provide a value of $54.00 to $58.00 
for each Cooper share based on the Danaher closing price on the day prior to our
meeting, which represented a 33% to 43% premium over Cooper's closing stock     
price on the same day and a 40% to 50% premium over the average Cooper closing  
stock price for the prior three months. Based on today's closing prices, our    
proposal represents a 35% to 45% premium to Cooper's stock price. While our     
proposal is based on our review and analysis of publicly available information  
regarding Cooper, we expect that confirmation of our understanding of Cooper's  
financial results and outlook through a due diligence review of Cooper's        
business (which we believe could be completed in as little as two weeks) would  
allow us to finalize a combination proposal at the high end of our range. We    
believe that a transaction with a substantial component of Danaher stock (in    
addition to a significant cash component) would be enthusiastically received by 
your shareholders as it offers a significant participation in the growth and    
synergy prospects of a much stronger combined company.                          

It is our view, and we are pleased that your team seems to agree, that a        
combination of our companies would have no significant contingencies and that   
this transaction can be completed expeditiously. We are ready to undertake a    
mutual due diligence review at your earliest convenience and to meet with your  
team to negotiate a merger agreement at any time. We believe ardently in the    
wisdom and strategic value of this transaction and the benefits that it offers  
to our combined shareholders and other stakeholders. I sincerely hope that you  
and Cooper's other directors will share our enthusiasm. As I said above, we feel
strongly that an offer as compelling as this warrants prompt and thorough       
consideration by your Board at a special meeting and should not languish "on the
back burner" for two weeks, particularly while you are actively soliciting your 
shareholders to support your alternative reincorporation plan. Accordingly, we  
would hope to hear back from you by the close of business on Monday, July 30 as 
to your Board's considered view of our proposal.                                

This matter has the highest priority for us at Danaher and we are committed to  
work with you in any way we can to expeditiously bring this vision to fruition. 
I look forward to continuing our discussions soon and hopefully working together
to bring about a transaction in which everyone wins.                            

Sincerely,                                                                      

/s/ H. Lawrence Culp, Jr.                                                       

H. Lawrence Culp, Jr.                                                           
President and Chief Executive Officer                                           

* * * 

10

PREC14A
16th Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 16th
       On July 30, 2001, Mr. Riley sent a letter to Mr. Culp confirming that
the Board of Directors of Cooper would not consider the Danaher Merger Proposal 
until its regularly scheduled meeting during the week of August 6.  The         
following is a copy of Mr. Riley's letter to Mr. Culp:                          

 [COOPER LETTERHEAD]

July 30, 2001                                                                   

Mr. H. Lawrence Culp, Jr.                                                       
President and Chief Executive Officer                                           
Danaher Corporation                                                             
2099 Pennsylvania Avenue, N.W.                                                  
12th Floor                                                                      
Washington, D.C. 20006-1813                                                     

Dear Larry:                                                                     

I am responding to your letter dated July 25, 2001. I must admit that I am      
somewhat disappointed at the tone of your letter after what I thought was a very
candid and cordial meeting here in Houston on Saturday, July 21, 2001.          

I will begin by reiterating what I told you at the conclusion of our meeting on 
July 21. With the advice and assistance of the Company's legal and financial    
advisors, the Board of Directors of Cooper Industries will carefully and        
thoroughly consider your proposal. We currently anticipate that the Board will  
be meeting early in the week of August 6, and we fully intend to respond to you 
promptly thereafter.                                                            

Given the nature of our meeting, I am also surprised by your apparent need to   
create a "record" with a letter that contains several misstatements and         
omissions. Without identifying each one of them, I feel compelled to address two
issues.                                                                         

We attempted to clarify for you at our meeting the major shortcomings of        
Danaher's 1999 proposal, made by your predecessor, George Sherman. Danaher's    
proposal was anything but firm.                                                 

Your "all stock" proposal at that time was conditioned on receipt of "pooling"  
accounting treatment. This required, among other things, that Cooper reissue    
approximately 19% of its outstanding equity capital prior to consummation of any
business combination with Danaher, subjecting Danaher's "all stock" acquisition 
proposal (and consequently both of our shareholder groups) to substantial       
uncertainty and market risk. After a thorough evaluation, our Board of Directors
concluded that, under the circumstances, no further action on Danaher's proposal
was warranted.                                                                  

11

PREC14A
17th Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 17th
Your letter also includes assertions regarding the costs associated with our    
moving offshore. Our proxy statement, which was mailed to our shareholders,     
clearly states that we do not expect the costs of our move offshore to be       
material. Further, we believe the reorganization will facilitate growth of      
Cooper by enabling it to obtain business, financial and strategic advantages    
that are not currently available, thereby making Cooper stock a more attractive 
investment alternative.                                                         

Larry, after receiving your letter, I believe it is all the more important that 
management, the Company's legal and financial advisors and Cooper's Board of    
Directors carefully and diligently review both the substance and implications of
your proposal. We intend to do so promptly and will respond to you following    
that review.                                                                    

Sincerely,                                                                      

/s/ H. John Riley, Jr.                                                          

H. John Riley, Jr.                                                              
Chairman, President and Chief Executive Officer                                 

* * * 

12

PREC14A
18th Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 18th
  On August 1, 2001, Danaher issued a press release announcing the
Danaher Merger Proposal and delivered the following letter to Mr. Riley:        

[DANAHER LETTERHEAD]

August 1, 2001                                                                  

Mr. H. John Riley, Jr.                                                          
Chairman and Chief Executive Officer                                            
Cooper Industries, Inc.                                                         
600 Travis Street                                                               
Suite 5800                                                                      
Houston, Texas  77002                                                           

Dear  John:                                                                     

I am responding to your letter dated July 30, 2001. We were disappointed that   
you did not consider it appropriate to deal with our offer more expeditiously.  
We believe Cooper shareholders will find our proposal preferable to the         
company's proposal to redomicile in Bermuda, especially given Danaher's long    
history of superior performance. We were also surprised by your remarks         
concerning our prior proposal in 1999 to merge Danaher with Cooper. Danaher's   
proposal was firm and achievable and we believe would have created considerable 
value for shareholders.                                                         

Given your apparent misunderstanding of the seriousness of our prior offer, we  
wanted to make it clear that we are deeply committed to a merger of our two     
companies. To demonstrate our firm commitment to achieving a negotiated         
transaction, we publicly disclosed our proposal to merge with Cooper this       
morning. We will not, however, act against the will of your shareholders and if 
they approve the action to redomicile, Danaher will withdraw its proposal       
promptly.                                                                       

The combination of our two companies has our highest priority. I very much hope 
that we can quickly achieve a mutually beneficial transaction. I look forward to
continuing our discussions soon.                                                

Sincerely,                                                                      

/s/ H. Lawrence Culp, Jr.                                                       

H. Lawrence Culp, Jr.                                                           
President and Chief Executive Officer                                           

* * * 

13

PREC14A
19th Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 19th
REGULATORY APPROVALS REQUIRED FOR THE PROPOSED DANAHER MERGER                   

ANTITRUST APPROVALS AND CLEARANCES                            

  The Proposed Danaher Merger would be subject to the clearance or
approval under the United States antitrust laws and probably certain other      
countries' antitrust or trade regulation laws and regulations. Danaher is in the
process of determining which, if any, foreign antitrust approvals or clearances 
would be required.                                                              

In the United States, under the Hart-Scott-Rodino Antitrust   
Improvements Act of 1976, as amended, and the regulations thereunder (the "HSR  
Act"), and the related rules and regulations that have been issued by the       
Federal Trade Commission (the "FTC"), certain acquisition transactions may not  
be consummated until certain information and documentary material have been     
furnished for review by the FTC and the Antitrust Division of the Department of 
Justice (the "Antitrust Division") and certain waiting period requirements have 
been satisfied. These requirements would apply to the Proposed Danaher Merger.  

Under the HSR Act, the Proposed Danaher Merger may not be     
completed until the expiration of a 30 calendar-day waiting period (or 15       
calendar-day waiting period in the case of a tender or exchange offer) following
the filing of certain required information and documentary material concerning  
the Proposed Danaher Merger with the FTC and the Antitrust Division, unless the 
waiting period is earlier terminated by the FTC and the Antitrust Division. If  
within such waiting period either the FTC or the Antitrust Division requests    
additional information or documentary material from Danaher and Cooper, the     
waiting period with respect to the Proposed Danaher Merger would be extended for
an additional period of 30 calendar days following the date of Danaher's        
substantial compliance with that request. Only one extension of the waiting     
period pursuant to a request for additional information is authorized by the HSR
rules. After that time, the waiting period could be extended only by court order
or with Danaher's consent. The FTC or the Antitrust Division may terminate the  
additional 30 calendar-day waiting period before its expiration. In practice,   
complying with a request for additional information or documentary material can 
take a significant period of time.                                              

The FTC and the Antitrust Division may scrutinize the legality
under the antitrust laws of transactions such as the Proposed Danaher Merger.   
The FTC or the Antitrust Division could take any action under the antitrust laws
that either considers necessary or desirable in the public interest, including  
seeking to enjoin a transaction, the divestiture of shares purchased in a       
transaction or the divestiture of substantial assets. Private parties as well as
state attorneys general may also bring legal actions under the antitrust laws   
under certain circumstances.                                                    

14

PREC14A
20th Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 20th
Based upon an examination of publicly available information   
relating to the businesses in which Cooper is engaged, we believe that the      
Proposed Danaher Merger would not violate the applicable United States, or any  
other country's, antitrust laws. Nevertheless, we cannot be certain that a      
challenge to the Proposed Danaher Merger on antitrust grounds would not be made,
or, if such challenge is made, what the result will be.                         

OTHER REQUIRED APPROVALS                                        

      Danaher is not aware of any other material governmental approvals or
actions that are required prior to the consummation of the Proposed Danaher     
Merger other than approval under the HSR Act described above. Danaher presently 
contemplates that if any additional governmental approvals or actions were to be
required, these approvals or actions would be sought. However, Danaher cannot   
assure Cooper shareholders that any of these additional approvals or actions    
would be obtained.                                                              

ANTI-TAKEOVER MEASURES                                                          

   Certain anti-takeover provisions of Cooper's articles and code of
regulations are designed to deter a business combination with Cooper, including 
Cooper's staggered Board and its shareholder rights plan, each of which is      
intended to require the cooperation of the Cooper Board of Directors with       
respect to merger proposals from third parties, such as the Danaher Merger      
Proposal.                                                                       

 Certain provisions of Ohio law must be complied with before the
Danaher Merger Proposal can be implemented. For example, Section 1701.831 of    
the Ohio General Corporation Law prohibits the acquisition of certain threshold 
amounts of a company's shares without the prior approval of a majority of the   
outstanding shares and a majority of the shares not owned by the acquirer,      
officers or employee directors. This provision would apply to the Danaher       
Merger Proposal.                                                                

15

PREC14A
21st Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 21st
VOTING INFORMATION

GENERAL                                                                         

    According to information contained in Cooper's July 27, 2001 proxy
statement/prospectus relating to the Reorganization Proposal, as of the Record  
Date there were approximately 93,650,500 shares of Cooper Common Stock          
outstanding. On each matter properly submitted to Cooper shareholders, each     
Cooper shareholder is entitled to one vote for each outstanding share of Cooper 
Common Stock held as of the close of business on the Record Date.               

REORGANIZATION PROPOSAL                                                         

       Approval of the Reorganization Proposal requires the affirmative vote
of a majority of the voting power of Cooper. Broker non-votes and abstentions   
will have the same effect as votes against the Reorganization Proposal.         

       The accompanying blue proxy card will be voted in accordance with the
shareholder's instructions on such blue proxy card. Shareholders may vote       
against the Reorganization Proposal (Item 1 on the enclosed proxy card) by      
marking the proper box on the blue proxy card. If no instructions are given     
with respect to Item 1, the blue proxy card will be voted AGAINST the           
Reorganization Proposal.                                                        

       Whether or not you plan to attend the Special Meeting, we urge you to
vote AGAINST the Reorganization Proposal on the enclosed blue proxy card and    
immediately mail it in the enclosed envelope. You may do this even if you have  
already sent in a different proxy solicited by Cooper's Board of Directors. IT  
IS YOUR LATEST DATED PROXY THAT COUNTS. Execution and delivery of a proxy by a  
record holder of shares of Cooper Common Stock will be presumed to be a proxy   
with respect to all shares held by such record holder unless the proxy specifies
otherwise.                                                                      

You may revoke your proxy at any time prior to its exercise by
attending the Special Meeting and voting in person, by submitting a duly        
executed later dated proxy or by submitting a written, signed and dated notice  
of revocation which clearly identifies the proxy being revoked to Danaher's     
Corporate Secretary at Danaher Corporation, 2099 Pennsylvania Avenue, NW, 12th  
Floor, Washington, D.C. 20006-1813. Unless revoked in the manner set forth      
above, duly executed proxies in the form enclosed will be voted at the Special  
Meeting on the Reorganization Proposal in accordance with your instructions. In 
the absence of such instructions, such proxies will be voted AGAINST the        
Reorganization Proposal.                                                        

16

PREC14A
22nd Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 22nd
         DANAHER STRONGLY RECOMMENDS A VOTE AGAINST THE REORGANIZATION PROPOSAL.
YOUR VOTE IS IMPORTANT.                                                         

PLEASE SIGN, DATE AND RETURN THE BLUE PROXY CARD TODAY.       

       IF YOU ALREADY HAVE SENT A PROXY TO COOPER, YOU MAY REVOKE THAT PROXY
AND VOTE AGAINST THE REORGANIZATION PROPOSAL BY SIGNING, DATING AND MAILING THE 
ENCLOSED BLUE PROXY CARD.                                                       

         If you have any questions about the voting of your shares, please call:

MACKENZIE PARTNERS, INC.
156 FIFTH AVENUE
NEW YORK, NY 10010
CALL COLLECT: (212) 929-5500
OR
CALL TOLL-FREE: (800) 322-2885

 OTHER PROPOSALS

        Except as set forth above, Danaher is not aware of any other matter to
be considered at the Special Meeting. However, if any other matter properly     
comes before the Special Meeting, Danaher will vote all proxies held by it as   
Danaher, in its sole discretion, may determine.                                 

17

PREC14A
23rd Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 23rd
 CERTAIN INFORMATION ABOUT DANAHER

        Danaher is a Delaware corporation with its principal executive offices
located at 2099 Pennsylvania Avenue, NW, 12th Floor, Washington, D.C.           
20006-1813. Danaher's telephone number at such location is (202) 828-0580.      

   Danaher designs, manufactures and markets industrial and consumer
products with strong brand names, proprietary technology and major market       
positions in two principal businesses: Process/Environmental Controls and Tools 
and Components. Through a focused strategy, Danaher has become a leading        
manufacturer, competing effectively on a global basis by leveraging product     
value, quality and customer service.                                            

    Danaher is subject to the informational filing requirements of the
Securities Exchange Act of 1934, as amended, and, in accordance therewith, is   
obligated to file reports, proxy statements and other information with the      
Securities and Exchange Commission (the "SEC") relating to its business,        
financial condition and other matters. Information as of particular dates       
concerning Danaher's directors and officers, their remuneration, options granted
to them, the principal holders of Danaher's securities and any material         
interests of such persons in transactions with Danaher is required to be        
disclosed in proxy statements distributed to Danaher's shareholders and filed   
with the SEC. Such reports, proxy statements and other information should be    
available for inspection at the public reference facilities of the SEC at 450   
Fifth Street, NW, Washington, D.C. 20549 (call 1-800-SEC-0330 for hours). Copies
of such information should be obtainable by mail, upon payment of the SEC's     
customary charges, by writing to the SEC's principal office at 450 Fifth Street,
NW, Washington, D.C. 20549-6009. The SEC also maintains an Internet website at  
http://www.sec.gov that contains the reports, proxy statements and other        
information filed electronically by Danaher. Danaher Common Stock is listed on  
the NYSE under the symbol "DHR," and reports, proxy statements and other        
information concerning Danaher should also be available at the offices of the   
NYSE located at 20 Broad Street, New York, NY 10005.                            

        Certain information concerning the executive officers and directors of
Danaher and other representatives of Danaher who may solicit proxies from Cooper
shareholders is set forth in Schedule II of this Proxy Statement. Certain       
information concerning the shares of Cooper Common Stock held by the persons    
described in the preceding sentence and by Danaher is also set forth in Schedule
II of this Proxy Statement.                                                     

18

PREC14A
24th Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 24th
DISSENTERS' RIGHTS

       Shareholders of a corporation that is proposing to merge with another
entity are sometimes entitled to appraisal or dissenters' rights in connection  
with the proposed transaction, depending on the circumstances. Most commonly,   
these rights give shareholders who oppose the merger the right to receive the   
fair value of their shares, as determined in a judicial appraisal proceeding,   
instead of the consideration being offered in the merger.                       

         According to Cooper's July 27, 2001 proxy statement/prospectus relating
to the Reorganization Proposal, Cooper shareholders are entitled to dissenters' 
rights in connection with the reorganization in Bermuda. Cooper, as an Ohio     
corporation, is governed by Section 1701.85 of the Ohio General Corporation Law 
regarding the rights of dissenting shareholders.                                

         If you are a Cooper shareholder and want to receive the fair cash value
of your shares, you should consult Section 1701.85 of the Ohio General          
Corporation Law and strictly adhere to all of the provisions of that section.   
That provision is included as Annex IV to Cooper's July 27, 2001 proxy          
statement/prospectus relating to the Reorganization Proposal.                   

19

PREC14A
25th Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 25th
 SOLICITATION OF PROXIES

       Proxies will be solicited by mail, telephone, telefax, telegraph, the
Internet, newspapers and other publications of general distribution and in      
person. Directors, officers and certain employees of Danaher and the other      
participants listed on Schedule II hereto may assist in the solicitation of     
proxies without any additional remuneration (except as otherwise set forth in   
this Proxy Statement).                                                          

 Danaher has retained MacKenzie Partners, Inc. ("MacKenzie") for
solicitation and advisory services in connection with solicitations relating to 
the Special Meeting, for which MacKenzie is to receive a fee estimated not to   
exceed $    in connection with the solicitation of proxies for the Special      
Meeting. Up to     people may be employed by MacKenzie in connection with the   
solicitation of proxies for the Special Meeting. Danaher has also agreed to     
reimburse MacKenzie for out-of-pocket expenses and to indemnify MacKenzie       
against certain liabilities and expenses, including reasonable legal fees and   
related charges.  MacKenzie will solicit proxies for the Special Meeting from   
individuals, brokers, banks, bank nominees and other institutional holders.     
Directors, officers and certain employees of Danaher may assist in the          
solicitation of proxies without any additional remuneration. The entire expense 
of soliciting proxies for the Special Meeting by or on behalf of Danaher is     
being borne by Danaher.                                                         

        Danaher has retained Lehman Brothers and Merrill Lynch & Co. to act as
its financial advisors in connection with the Danaher Merger Proposal. In       
connection with the Danaher Merger Proposal and pursuant to Letter Agreements   
between each of Lehman Brothers and Merrill Lynch, on the one hand, and Danaher 
on the other hand, Danaher has agreed to pay each of Lehman Brothers and Merrill
Lynch financial advisory fees of (i) $1,000,000 upon the earliest to occur of   
commencement of a tender offer, exchange offer, or certain specified            
solicitations of proxies or consents (other than the solicitation of proxies    
against the Reorganization Proposal), (ii) $3,000,000 upon the execution of a   
definitive business combination agreement with Cooper, and (iii) up to          
$12,000,000 (offset by any amounts paid pursuant to clauses (i) and (ii) above) 
upon consummation of a business combination agreement with Cooper. If,          
following the execution of a definitive business combination agreement with     
Cooper, the agreement is terminated and Danaher receives a termination fee,     
Danaher will pay each of Lehman Brothers and Merrill Lynch a fee of up to       
$7,500,000 (offsetby any amounts paid pursuant to clauses (i) and (ii) above).  
Danaher has also agreed to reimburse Lehman Brothers and Merrill Lynch for      
their reasonable expenses, including the fees and expenses of legal counsel,    
incurred in connection with their respective engagements by Danaher. In         
addition, Danaher has agreed to indemnify Lehman Brothers and Merrill Lynch     
and certain related persons against certain liabilities, including certain      
liabilities under the federal securities laws, arising out of their engagement. 

        In connection with the engagement of Lehman Brothers and Merrill Lynch
as financial advisors, Danaher anticipates that certain employees of Lehman     
Brothers and Merrill Lynch may communicate in person, by telephone or otherwise 
with a limited number of institutions, brokers or other persons who are Cooper  
shareholders for the purpose of assisting in the solicitation of proxies for the
Special Meeting.  Lehman Brothers and Merrill Lynch will not receive any fee for
or in connection with such solicitation activities apart from the fees which    
they are otherwise entitled to receive as described above.                      

20

PREC14A
26th Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 26th
FORWARD LOOKING STATEMENTS

     This proxy statement 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. Factors that    
could cause actual results to differ materially include, but are not limited to:
(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 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 SEC. Danaher disclaims any duty to    
update any forward-looking statements, all of which are expressly qualified by  
the foregoing.                                                                  

21

PREC14A
27th Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 27th
 SHAREHOLDER PROPOSALS

REQUIREMENTS FOR PROPOSING BUSINESS AND DIRECTOR NOMINATIONS AT COOPER          
SHAREHOLDER MEETINGS ASSUMING COOPER SHAREHOLDERS APPROVE THE REORGANIZATION    
PROPOSAL                                                                        

      The following description of the requirements for proposing business
and director nominations at Cooper shareholder meetings was taken from Cooper's 
July 27, 2001 proxy statement/prospectus relating to the Special Meeting:       

 If the reorganization is approved by the shareholders, Cooper's
bye-laws will require that shareholders who wish to nominate persons for        
election to the board of directors must submit their nominations to Cooper no   
later than November 8, 2001 to be considered at the 2002 Annual Meeting of      
Shareholders. Nominations must include certain information concerning the       
nominee and the proponent's ownership of common shares of Cooper. Nominations   
not meeting these requirements will not be entertained at the Annual Meeting.   
The Secretary of Cooper can be contacted at 600 Travis, Suite 5800, Houston,    
Texas 77002. Any other shareholder proposals intended to be presented for       
consideration at the 2002 Annual Meeting of Shareholders must also be received  
by the Secretary of Cooper no later than November 8, 2001, to be included in the
proxy materials relating to that meeting. If timely notice is not given of a    
shareholder proposal, then the proxies named on the proxy cards distributed by  
Cooper for the Annual Meeting may use the discretionary voting authority granted
them by the proxy cards if the proposal is raised at the meeting, whether or not
there is any discussion of the matter in the proxy statement/prospectus. In any 
event, all shareholder proposals to be presented for consideration at the 2002  
Annual Meeting of Shareholders must be received by the Secretary of Cooper no   
later than January 22, 2002.                                                    

REQUIREMENTS FOR PROPOSING BUSINESS AND DIRECTOR NOMINATIONS AT COOPER          
SHAREHOLDER MEETINGS ASSUMING COOPER SHAREHOLDERS REJECT THE REORGANIZATION     
PROPOSAL                                                                        

      The following description of the requirements for proposing business
and director nominations at Cooper shareholder meetings was taken from Cooper's 
March 8, 2001 proxy statement relating to Cooper's 2001 annual meeting:         

    All shareholder proposals must be submitted in writing to Diane K.
Schumacher, Senior Vice President, General Counsel and Secretary, Cooper        
Industries, Inc., 600 Travis Street, Suite 5800, Houston, Texas 77002. Any      
shareholder who intends to present a proposal at the 2002 Annual Meeting of     
Shareholders must deliver the proposal to Cooper so that it is received no later
than November 8, 2001, to have the proposal included in Cooper's proxy materials
for that meeting. Shareholder proposals must also meet other requirements of the
Securities and Exchange Act of 1934 to be eligible for inclusion. If a          
shareholder proposal is received after January 22, 2002, the persons voting the 
proxies may vote in their discretion on such proposal as to all the shares for  
which they have received proxies for the 2002 Annual Meeting of Shareholders.   

22

PREC14A
28th Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 28th
 OTHER INFORMATION

   All information concerning Cooper and the Proposed Reorganization
contained herein has been taken from, or based upon, and is qualified in its    
entirety by Cooper's July 27, 2001 proxy statement/prospectus relating to the   
Reorganization Proposal and other publicly available documents on file with the 
SEC and other publicly available information. Danaher does not take any         
responsibility for the accuracy or completeness of such information or for any  
failure by Cooper to disclose events that may have occurred and may affect the  
significance or accuracy of any such information. Cooper shareholders can find  
more information about the Reorganization Proposal in Cooper's July 27, 2001    
proxy statement/prospectus relating to the Special Meeting.                     

August      , 2001                                           Danaher Corporation

  If you have any questions or need assistance voting your shares,
please call:                                                                    

MACKENZIE PARTNERS, INC.
156 FIFTH AVENUE
NEW YORK, NY 10010
CALL TOLL-FREE: (800) 322-2885
BANKS AND BROKERS CALL COLLECT: (212) 929-5500

23

PREC14A
29th Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 29th
SCHEDULE I

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS AND MANAGEMENT OF COOPER

      According to information contained in Cooper's Proxy Statement filed
with the SEC on March 8, 2001 (the "March Proxy Statement"), as of March 1,     
2001, there were 93,539,239 shares of Cooper Common Stock outstanding. The      
information contained in this Schedule I has been taken from the March Proxy    
Statement. Danaher does not take any responsibility for the accuracy or         
completeness of such information or for any failure by Cooper to disclose events
that may have occurred and may affect the significance or accuracy of any such  
information.                                                                    

        The following table was copied from the March Proxy Statement and sets
forth, as of March 1, 2001, each person who beneficially owned more than 5% of  
Cooper Common Stock. According to the March Proxy Statement, to the best of     
Cooper's knowledge, no other person owned more than 5% of Cooper Common Stock as
of March 1, 2001.                                                               

                                                        [Enlarge/Download Table]

                               NAME AND ADDRESS           AMOUNT AND NATURE OF   PERCENT
         TITLE OF CLASS       OF BENEFICIAL OWNER         BENEFICIAL OWNERSHIP  OF CLASS
         --------------       -------------------         --------------------  --------
                                                                                        
Common Stock............... AXA                          12,375,626(1)            13.2% 
                            27 Avenue Matignon                                          
                            75008 Paris, France                                         

Common Stock............... Wellington Management        6,152,000 (2)            6.6%  
                            Company, LLP                                                
                            75 State Street                                             
                            Boston, Massachusetts 02109                                 

Common Stock............... J.P. Morgan Chase & Co.      6,083,635(3)             6.5%  
                            270 Park Avenue                                             
                            New York, NY 10017                                          

------------                                                                    

(1)      Based on Schedule 13G dated February 12, 2001 filed jointly on behalf  
   of AXA Financial, Inc. (formerly known as The Equitable Companies
     Incorporated), AXA, and four French mutual insurance companies (AXA
        Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, AXA Conseil
      Vie Assurance Mutuelle, AXA Courtage Assurance Mutuelle) as a group.
        Individually and as a group, the French mutual insurance companies and
       AXA have sole voting power over 6,110,296 shares, shared voting power
      over 1,359,502 shares, sole dispositive power over 12,232,326 shares
       and shared dispositive power over 143,300 shares. AXA Financial, Inc.
       has sole voting power over 6,045,996 shares, shared voting power over
     1,359,502 shares, sole dispositive power over 12,232,326 shares and
      shared dispositive power over no shares. The shares are beneficially
       owned directly by AXA entities or subsidiaries of AXA Financial, Inc.
as follows:                                                   

I-1 

PREC14A
30th Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 30th
     AXA Rosenberg (U.S.) -- 143,300 shares; Alliance Capital Management
        L.P. -- 12,231,526 shares; and The Equitable Life Assurance Society of
    the United States -- 800 shares. The addresses of the joint filers
   are:  AXA Conseil Vie Assurance Mutuelle, AXA Assurances I.A.R.D.
 Mutuelle and AXA Assurances Vie Mutuelle, 370 rue Saint Honore,
       75001 Paris, France; AXA Courtage Assurance Mutuelle, 26 rue Louis le
     Grand, 75002 Paris, France; and AXA Financial, Inc., 1290 Avenue of
the Americas, New York, New York 10104.                       

(2)      Based on Schedule 13G dated February 14, 2001 filed by Wellington      
     Management Company, LLP ("WMC") and Schedule 13G dated February 14,
        2001 filed by Vanguard Wellington Fund ("VWF"). Shares are held by WMC
 directly or through its affiliate, Wellington Trust Company NA.
        Includes 4,029,400 shares that are beneficially owned by VWF, which is
   a client of WMC. WMC has shared voting power over 619,900 shares,
       shared dispositive power over 6,152,000 shares, and sole voting power
      and sole dispositive power over no shares. VWF has sole voting power
       and shared dispositive power over 4,029,400 shares, and shared voting
power and sole dispositive power over no shares.              

(3)      Based on Schedule 13G dated February 12, 2001 filed by J.P. Morgan     
    Chase & Co. Shares are held by J.P. Morgan Chase & Co. directly or
         through its affiliates, The Chase Manhattan Bank, Morgan Guaranty Trust
   Co. of New York, and J.P. Morgan Investment Management Inc.  J.P.
    Morgan Chase & Co. has sole voting power with respect to 5,045,181
 shares, shared voting power with respect to 11,574 shares, sole
dispositive power with respect to 5,957,640 shares and shared 
dispositive power with respect to 66,200 shares.              

(4)      In addition, The Chase Manhattan Bank, a subsidiary of J.P. Morgan     
     Chase & Co., as Trustee of CO-SAV, holds of record 3,919,945 shares
    of Cooper Common Stock, which is 4.2% of the outstanding shares of
       Common Stock. The CO-SAV participants have voting rights with respect
to all such shares.                                           

I-2 

PREC14A
31st Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 31st
        The following table was copied from the March Proxy Statement and sets
forth, as of March 1, 2001, the number of shares of Cooper Common Stock held by 
each director or nominee for director of Cooper and each executive officer named
in the March Proxy Statement's list of executive officers. As of March 1, 2001, 
each of the named individuals and all directors and executive officers as a     
group beneficially owned 1.37% of Cooper's outstanding Common Stock.            

                                         Number of Shares Beneficially
Name of Beneficial Owner                               Owned (1)                
------------------------                               ---------                
H. John Riley, Jr.                                    502,917  (2)(3)           
Warren L. Batts                                        21,492  (4)(5)           
Robert M. Devlin                                        4,200                   
Clifford J. Grum                                       22,200                   
Linda A. Hill                                           4,200                   
John D. Ong                                             7,900  (6)              
Sir Ralph H. Robins                                     4,575                   
H. Lee Scott                                            2,558  (5)              
Dan F. Smith                                            4,280  (5)              
Gerald B. Smith                                             0                   
James R. Wilson                                         7,973  (5)              
Ralph E. Jackson, Jr.                                 161,914  (2)(3)           
D. Bradley McWilliams                                 107,056  (2)(3)           
Diane K. Schumacher                                    70,905  (3)              
David R. Sheil                                         51,830  (2)(3)           
All Directors and Executive Officers as a Group     1,279,030  (2)(3)           

------------                                                                    

(1)      Includes shares held by executive officers in the Cooper Industries,   
        Inc. Retirement Savings and Stock Ownership Plan. Also includes shares
      issuable upon the exercise of options granted under either the Stock
         Incentive Plan or the Directors' Stock Plan that are exercisable within
  a period of 60 days from March 1, 2001, as follows: Mr. Riley --
        243,499 shares; Mr. Batts -- 3,000 shares; Mr. Devlin -- 1,000 shares;
      Mr. Grum -- 2,000 shares; Ms. Hill -- 3,000 shares; Mr. Ong -- 3,000
       shares; Sir Ralph Robins -- 3,000 shares; Mr. Wilson -- 2,000 shares;
    Mr. Jackson -- 87,499 shares; Mr. McWilliams -- 53,366 shares; Ms.
  Schumacher -- 41,332 shares; Mr. Sheil -- 39,398 shares; and all
directors and executive officers as a group -- 657,952 shares.

(2)      Includes shares the receipt of which has been deferred pursuant to the 
         Stock Incentive Plan and the Executive Restricted Stock Incentive Plan,
        as follows: Mr. Riley -- 134,713 shares; Mr. Jackson -- 57,788 shares;
   Mr. McWilliams -- 26,833 shares; Mr. Sheil -- 517 shares; and all
executive officers as a group -- 258,193 shares.              

I-3 

PREC14A
32nd Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 32nd
(3)      Includes shares the receipt of which has been deferred pursuant to the 
    Management Annual Incentive Plan, as follows:  Mr. Riley -- 10,374
      shares; Mr. Jackson -- 2,345 shares; Mr. McWilliams -- 4,187 shares;
    Ms. Schumacher -- 2,607 shares; Mr. Sheil -- 1,019 shares; and all
executive officers as a group -- 20,532 shares.               

(4)      Includes 17,200 shares held in a trust for which Mr. Batts is the      
 settlor and trustee and for which a member of his family is the
   beneficiary.  Mr. Batts has sole voting and investment power with
respect to these shares.                                      

(5)      Includes shares the receipt of which has been deferred by the          
     directors under the Directors' Retainer Fee Stock Plan, as follows:
       Mr. Batts -- 1,292 shares; Mr. Scott -- 2,158 shares; Mr. D. Smith --
3,480 shares; and Mr. Wilson -- 4,273 shares.                 

(6)      Includes 400 shares owned by members of Mr. Ong's family.              

I-4 

PREC14A
33rd Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 33rd
 SCHEDULE II

INFORMATION CONCERNING
 DIRECTORS AND OFFICERS OF DANAHER
 AND OTHER PERSONS WHO MAY SOLICIT PROXIES

        The following tables set forth the names and the titles of persons who
may be deemed to be participants on behalf of Danaher in the solicitation of    
proxies from the shareholders of Cooper.                                        

 DIRECTORS AND OFFICERS OF DANAHER

Name                             Position                                       
----                             --------                                       

Steven M. Rales                  Director, Chairman of the Board                
Mitchell P. Rales                Director, Chairman of the Executive Committee  
H. Lawrence Culp, Jr.            Director, President and Chief Executive Officer
Alan G. Spoon                    Director                                       
Mortimer M. Caplin               Director                                       
Donald J. Ehrlich                Director                                       
Walter G. Lohr, Jr.              Director                                       
A. Emmet Stephenson, Jr.         Director                                       
Patrick W. Allender              Executive Vice President, Chief Financial      
           Officer and Secretary
Philip W. Knisely                Executive Vice President                       
Steven E. Simms                  Executive Vice President                       
William J. Butler                Vice President and Group Executive             
Thomas S. Gross                  Vice President and Group Executive             
Daniel L. Comas                  Vice President-Corporate Development           
W. Bruce Graham                  Vice President-Danaher Business System         
James H. Ditkoff                 Vice President-Finance and Tax                 
Dennis A. Longo                  Vice President-Human Resources                 
Christopher C. McMahon           Vice President-Controller                      
Daniel A. Pryor                  Vice President-Strategic Development           
Uldis K. Sipols                  Vice President-Procurement                     

      As of the date of this filing, Mortimer M. Caplin beneficially owned
approximately 6,800 shares of Cooper Common Stock.                              

II-1

PREC14A
34th Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 34th
OTHER PERSONS WHO MAY ALSO SOLICIT PROXIES

Representatives of Merrill Lynch:                             

Name                      Position                            
----                      --------                            

Paul Stefanick            Managing Director                   
Michael Santini           Director                            
Greg Starkins             Director                            

         Merrill Lynch's principal business address is 4 World Financial Center,
New York, New York 10080. Merrill Lynch engages in a full range of investment   
banking, securities trading, market-making and brokerage services for           
institutional and individual clients. In the normal course of its business,     
Merrill Lynch may trade the debt and equity securities of Cooper for its own    
account and for the accounts of its customers, and, accordingly, may at any time
hold a long or short position in such securities. Merrill Lynch has informed    
Danaher that, as of the close of business on August 2, 2001, Merrill Lynch, for 
its own account, held 41,257 shares of Cooper Common Stock. Merrill Lynch and   
certain of its affiliates also may have voting and dispositive power with       
respect to certain shares of Cooper Common Stock held in asset management,      
brokerage and other accounts. Merrill Lynch and such affiliates disclaim        
beneficial ownership of such shares of Cooper Common Stock.                     

         Merrill Lynch does not admit that it or any of its partners, directors,
officers, employees, affiliates or controlling persons, if any, is a            
"participant" as defined in Schedule 14A promulgated under the Securities       
Exchange Act of 1934, as amended, in the solicitation of proxies, or that       
Schedule 14A requires the disclosure of certain information concerning it or    
them.                                                                           

II-2

PREC14A
35th Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 35th
Representatives of Lehman Brothers:                           

Name                      Position                            
----                      --------                            

Steven Wolitzer           Managing Director                   
Roman Martinez            Managing Director                   
Mark Hudson               Senior Vice President               

  Lehman Brothers' principal business address is 3 World Financial
Center, New York, New York 10285. Lehman Brothers engages in a full range of    
investment banking, securities trading, market-making and brokerage services for
institutional and individual clients. In the normal course of its business,     
Lehman Brothers may trade the debt and equity securities of Cooper for its own  
account and for the accounts of its customers, and, accordingly, may at any time
hold a long or short position in such securities. Lehman Brothers and certain of
its affiliates also may have voting and dispositive power with respect to       
certain shares of Cooper Common Stock held in asset management, brokerage and   
other accounts. Lehman Brothers and such affiliates disclaim beneficial         
ownership of such shares of Cooper Common Stock.                                

Lehman Brothers does not admit that it or any of its partners,
directors, officers, employees, affiliates or controlling persons, if any, is a 
"participant" as defined in Schedule 14A promulgated under the Securities       
Exchange Act of 1934, as amended, in the solicitation of proxies, or that       
Schedule 14A requires the disclosure of certain information concerning it or    
them.                                                                           

         Other than as set forth in this Proxy Statement, as of the date of this
filing, neither Danaher nor any of the other participants listed above has any  
substantial interest, direct or indirect, by security holdings or otherwise, in 
Cooper.                                                                         

II-3

PREC14A
36th Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 36th
                                                                      Appendix A

 [FORM OF DANAHER PROXY]

THIS PROXY IS SOLICITED ON BEHALF OF DANAHER CORPORATION
IN OPPOSITION TO THE SOLICITATION BY THE COOPER BOARD OF DIRECTORS

FOR USE AT THE SPECIAL MEETING OF SHAREHOLDERS
OF COOPER INDUSTRIES, INC.
 TO BE HELD ON AUGUST 30, 2001

   The undersigned shareholder of Cooper Industries, Inc. ("Cooper")
hereby appoints H. Lawrence Culp, Jr., Patrick W. Allender, and Daniel L. Comas,
each or any of them, attorneys and proxies of the undersigned, with full power  
of substitution, to vote all of the shares of common stock, par value $5.00 per 
share, of Cooper which the undersigned is entitled to vote at the Special       
Meeting of Shareholders of Cooper to be held on August 30, 2001, and at any     
adjournments or postponements thereof (the "Special Meeting"), with all the     
powers the undersigned would possess if personally present at the Special       
Meeting, as directed on the reverse side.                                       

 THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER AND AT THE DISCRETION OF THE     
PROXY HOLDERS AS TO ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE SPECIAL
MEETING. IF NO DIRECTION IS INDICATED FOR ITEM 1, THIS PROXY WILL BE VOTED      
AGAINST APPROVAL OF THE REINCORPORTION PROPOSAL.                                

        This card also constitutes voting instructions for any shares held for
the shareholder in Cooper's Dividend Reinvestment Plan and Stock Purchase Plan  
and the Cooper Industries, Inc. Retirement Savings and Stock Ownership Plan, as 
well as any shares acquired through Cooper's Employee Stock Purchase Plan that  
are being held in a book-entry account at EquiServe Trust Company, N.A.         

    THIS PROXY REVOKES ALL PRIOR PROXIES GIVEN BY THE UNDERSIGNED WITH
RESPECT TO THE MATTERS COVERED HEREBY.                                          

 (CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)

A-1 

PREC14A
Last Page of 37
TOC
1st
Previous
Next
↓Bottom
Just 37th
DANAHER RECOMMENDS THAT YOU VOTE AGAINST ITEM 1 BELOW.        

ITEM 1.                                                                         
       To adopt the Agreement and Plan of Merger, dated as of June 11, 2001,
among Cooper Industries Ltd., a Bermuda company, Cooper Industries, Inc., an    
Ohio corporation and Cooper Mergerco, Inc., an Ohio corporation, whereby the    
company will effectively change its place of incorporation from Ohio to Bermuda.

AGAINST [ ]   FOR [ ]   ABSTAIN [ ]     

      The proxies are authorized to vote in their discretion upon all such
other matters as may properly come before the Special Meeting.                  

                                                 Dated                    , 2001

                                                ------------------------------

                                                 -------------------------------
                                                 Signatures                 Date

                                               Please sign your name exactly
                                             as it appears hereon.  When
                                                signing as attorney, executor,
                                           administrator, trustee or
                                                 guardian, please give your full
                                          title. If a corporation,
                                               please sign in full corporate
                                                name by the president or other
                                          authorized officer. If a
                                              partnership, please sign the
                                                partnership name by authorized
                            person(s).

 PLEASE SIGN, DATE AND RETURN THIS BLUE PROXY CARD
PROMPTLY IN THE ENCLOSED, POSTAGE-PAID ENVELOPE.

     If you need assistance in voting your shares, please call MacKenzie
Partners, Inc., Danaher's proxy solicitor, toll-free at 1-800-322-2885.         

A-2 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PREC14A’ Filing		Date		First		Last			Other Filings
		1/22/02		27
		11/8/01		27
		8/30/01		3		36
		8/7/01		13
Filed on:		8/3/01		3
		8/2/01		34					425,  DFAN14A
		8/1/01		18					425,  8-K,  DFAN14A
		7/30/01		16		18			424B3
		7/27/01		21		28
		7/25/01		6		16
		7/23/01		5		6			SC TO-T/A
		7/21/01		6		16
		7/20/01		3		6			SC TO-T/A
		7/17/01		13					424B3
		6/11/01		37					8-K
		3/8/01		27		29			8-K,  DEF 14A
		3/1/01		29		31			S-3
		2/14/01		30					SC 13G/A
		2/12/01		29		30			SC 13G/A
		8/30/99		13
		8/17/99		10		14
		8/5/97		7					8-K
									List all Filings