SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) October 23, 2001
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Cooper Industries, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Ohio
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(State or Other Jurisdiction of Incorporation)
1-1175 31-4156620
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(Commission File Number) (IRS Employer Identification No.)
600 Travis, Suite 5800, Houston, Texas 77002
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(Address of Principal Executive Offices) (Zip Code)
713/209-8400
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
Press Release for Third Quarter Earnings
On October 23, 2001, Cooper Industries, Inc. (the "Company") issued the press
release attached hereto as Exhibit 99.1 setting forth the Company's results of
operations for the third quarter of 2001.
Business Outlook for the Fourth Quarter 2001
Based on current expectations, the Company estimates its fully diluted
earnings per share to be approximately $.65 for the fourth quarter of 2001 and
approximately $2.74 for the 2001 fiscal year. The Company's earnings estimates
are forward-looking under the Private Securities Litigation Reform Act of 1995
and actual results may differ materially. The principal economic assumptions
underlying the Company's earnings estimates are the continued impact of the
economic slowdown on the Company's revenues and a reduction of the Company's
inventory levels. These estimates are also subject to various risks and
uncertainties, many of which are outside the control of the Company, including
but not limited to: 1) the pace of recovery of the domestic economy; 2) the
level of market demand for the Company's products; 3) the rate at which benefits
are realized from cost-reduction programs recently completed, currently under
way or to be initiated in the near future; 4) competitive pressures and future
global economic conditions; 5) uncertainty in the United States and foreign
countries as a result of the terrorist attacks on September 11, 2001; and 6) any
actions resulting from the Company's review of strategic alternatives. The
estimates also assume, without limitation, no significant change in competitive
conditions and other risk factors as set forth in the Company's periodic filings
with the Securities and Exchange Commission.
Item 7. Financial Statements and Exhibits.
Exhibits
99.1 Company press release dated October 23, 2001 titled
"Cooper Industries Announces Third-Quarter Earnings of 78
Cents Per Share"
99.2 Company "Sales Trends" to be posted on the Company's
website.
Item 9. Regulation FD Disclosure
Posting of Quarterly Sales Trends
On October 23, 2001, the Company will post on its website the "Sales Trends"
information attached hereto as Exhibit 99.2.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COOPER INDUSTRIES, INC.
(Registrant)
Date: October 23, 2001 /s/ D. Bradley McWilliams
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D. Bradley McWilliams
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No.
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99.1 Company press release dated October 23, 2001 titled "Cooper
Industries Announces Third-Quarter Earnings of 78 Cents Per Share"
99.2 Company "Sales Trends" to be posted on the Company's website.