As filed with the Securities and Exchange Commission on May 22, 2002
Registration No. 333-24237
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COOPER INDUSTRIES, LTD.
(Exact name of registrant as specified in its charter)
BERMUDA 98-0355628
(State or other jurisdiction (I.R.S. Employer
of incorporation or Organization) Identification Number)
DIANE K. SCHUMACHER
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
600 TRAVIS, SUITE 5800 600 TRAVIS, SUITE 5800
HOUSTON, TEXAS 77002 HOUSTON, TEXAS 77002
(713) 209-8400 (713) 209-8400
(Address, including zip code, and telephone number, (Name, address, including zip code, and telephone
including area code, of registrant's principal executive office) number, including area code, of agent for service)
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [ ] ________________
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] ________________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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EXPLANATORY NOTE
Reorganization of Cooper Industries, Inc. to Bermuda
This Post-Effective Amendment No. 1 to Registration Statement on Form
S-3, Registration No. 333-24237, is filed pursuant to Rule 414 of the Securities
Act of 1933, as amended (the "Securities Act"), by Cooper Industries, Ltd., a
Bermuda company (the "Company"), which is the successor issuer to Cooper
Industries, Inc., an Ohio corporation ("Cooper Ohio"), following a corporate
reorganization (the "Reorganization") that became effective on May 22, 2002. The
Reorganization was effected through the merger of Cooper Mergerco, Inc., an Ohio
corporation, with and into Cooper Ohio with the result that Cooper Ohio became
an indirect, wholly-owned subsidiary of the Company. Pursuant to the
Reorganization, Class A Common Shares, par value $0.01 per share, of the Company
will henceforth be issuable under the Cooper Industries, Inc. Dividend
Reinvestment and Stock Purchase Plan (the "Plan") in lieu of shares of common
stock of Cooper Ohio. The Company has assumed the rights and obligations of
Cooper Ohio under the Plan. The Company expressly adopts this registration
statement as its own registration statement for all purposes under the
Securities Act and the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 98 of the Companies Act of 1981 of Bermuda (the "Companies
Act") provides generally that a Bermuda company may indemnify its directors and
officers against any liability that by virtue of any rule of law otherwise would
be imposed on them, except in cases where such liability arises from fraud or
dishonesty of which such director or officer may be guilty in relation to the
Company. Section 98 further provides that a Bermuda company may indemnify its
directors and officers against any liability incurred by them in defending any
proceedings, whether civil or criminal, in which a judgment is awarded in their
favor or in which they are acquitted or granted relief by the Supreme Court of
Bermuda in certain proceedings arising under Section 281 of the Companies Act.
The Company's Bye-Laws provide that the Company shall indemnify any
current or former director, officer, resident representative, or any person
serving or who has served at the request of the Company as a director, officer
or trustee of another corporation, joint venture, trust or other enterprise, to
the fullest extent allowed by Bermuda law. The indemnification provisions in the
Bye-Laws are not exclusive of other rights to which a director or officer may be
entitled.
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In 1987 the Cooper Ohio board of directors and shareholders authorized
Cooper Ohio to enter into indemnification agreements with the directors and
certain officers that may be designated from time to time by the board of
directors. In May, 2002, the Company's board of directors and shareholders
authorized the Company to enter into such indemnification agreements with
officers and directors of the Company and its subsidiaries. The indemnification
agreements contain provisions for indemnification against expenses, judgments,
fines and settlements in connection with threatened or pending litigation,
inquiries or investigations that arise out of the director's or officer's acts
or omissions in his or her capacity as a director or officer of the Company.
ITEM 16. EXHIBITS.
The following is a list of exhibits filed with this registration
statement:
Number Description
4.1 Memorandum of Association of the Company (incorporated by
reference to Annex II of the Company's Registration Statement
on Form S-4, Registration No. 333-62740).
4.2 Amended and Restated Bye-Laws of the Company (incorporated by
reference to Annex III of the Company's Registration Statement
on Form S-4, Registration No. 333-62740).
4.3 Specimen Class A Common Share certificate of the Company
(incorporated by reference to Exhibit 4.3 to the Company's
Registration Statement on Form 8-A filed May 16, 2002).
4.4 Rights Agreement dated as of May 16, 2002 between the Company
and EquiServe Trust Company, N.A. (incorporated by reference
to Exhibit 4.4 to the Company's Registration Statement on Form
8-A filed May 16, 2002).
5.1 Opinion of Appleby, Spurling & Kempe.
23.1 Consent of Appleby, Spurling & Kempe (included in Exhibit
5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
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ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in this registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
this registration statement or any material change to
such information in this registration statement;
provided, however, that paragraphs (1)(i) and (ii) above do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant with or furnished to
the SEC pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report
pursuant to section 13(a) or section
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15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to
section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be
a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on May 21, 2002.
COOPER INDUSTRIES, LTD.
(Registrant)
By: /s/ H. John Riley, Jr.
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H. John Riley, Jr.
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacity and on the
dates indicated.
SIGNATURE TITLE DATE
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/s/ H. John Riley, Jr. Chairman, President and Chief May 21, 2002
------------------------------------------------- Executive Officer/Director
H. John Riley, Jr.
/s/ D. Bradley McWilliams Senior Vice President and Chief May 21, 2002
------------------------------------------------- Financial Officer/Director
D. Bradley McWilliams
/s/ Jeffrey B. Levos Vice President and Controller and May 21, 2002
------------------------------------------------- Chief Accounting Officer
Jeffrey B. Levos
/s/ Diane K. Schumacher Director May 21, 2002
-------------------------------------------------
Diane K. Schumacher
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 Memorandum of Association of the Company (incorporated by
reference to Annex II of the Company's Registration Statement
on Form S-4, Registration No. 333-62740).
4.2 Amended and Restated Bye-Laws of the Company (incorporated by
reference to Annex III of the Company's Registration Statement
on Form S-4, Registration No. 333-62740).
4.3 Specimen Class A Common Share certificate of the Company
(incorporated by reference to Exhibit 4.3 to the Company's
Registration Statement on Form 8-A filed May 16, 2002).
4.4 Rights Agreement dated as of May 16, 2002 between the Company
and EquiServe Trust Company, N.A. (incorporated by reference
to Exhibit 4.4 to the Company's Registration Statement on Form
8-A filed May 16, 2002).
5.1 Opinion of Appleby, Spurling & Kempe.
23.1 Consent of Appleby, Spurling & Kempe (included in Exhibit
5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
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