SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
COMMISSION FILE NUMBER 1-31330
COOPER INDUSTRIES, LTD.
(Exact Name of Registrant as Specified in Its Charter)
BERMUDA 98-0355628
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
600 TRAVIS, SUITE 5800, HOUSTON, TEXAS 77002
(Address of Principal Executive Offices) (Zip Code)
713/209-8400
(Registrant's Telephone Number, Including Area Code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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CLASS A COMMON SHARES, $0.01 PAR VALUE THE NEW YORK STOCK EXCHANGE
RIGHTS TO PURCHASE PREFERRED SHARES THE NEW YORK STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2).
Yes [X] No [ ]
The aggregate value of the registrant's voting and non-voting common
equity held by non-affiliates of the registrant as of June 30, 2002 was
$3,727,136,096.
NUMBER OF REGISTRANT'S COMMON SHARES OUTSTANDING AS OF JANUARY 31,
2003 - 91,673,679 PUBLICLY TRADED CLASS A COMMON SHARES, 1,573,124 CLASS A
COMMON SHARES THAT ARE HELD BY THE ISSUER'S SUBSIDIARY, COOPER INDUSTRIES, INC.
AND 56,879,215 CLASS B COMMON SHARES THAT ARE HELD BY COOPER INDUSTRIES, INC.
DOCUMENTS INCORPORATED BY REFERENCE
Cooper Industries, Ltd. Proxy Statement to be filed for the Annual Meeting
of Shareholders to be held on April 29, 2003
(Part II - Item 5, Part III - Items 10, 11 and 12)
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
COOPER INDUSTRIES, LTD.
Date: February 26, 2003 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 Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
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/s/ H. JOHN RILEY, JR. Chairman, President and February 26, 2003
------------------------------------------ Chief Executive Officer
(H. John Riley, Jr.)
/s/ TERRY A. KLEBE Senior Vice President and February 26, 2003
------------------------------------------ Chief Financial Officer
(Terry A. Klebe)
/s/ JEFFREY B. LEVOS Vice President and Controller February 26, 2003
------------------------------------------ and Chief Accounting Officer
(Jeffrey B. Levos)
*STEPHEN G. BUTLER Director February 26, 2003
------------------------------------------
(Stephen G. Butler)
*LINDA A. HILL Director February 26, 2003
------------------------------------------
(Linda A. Hill)
*SIR RALPH H. ROBINS Director February 26, 2003
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(Sir Ralph H. Robins)
*H. LEE SCOTT Director February 26, 2003
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(H. Lee Scott)
*DAN F. SMITH Director February 26, 2003
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(Dan F. Smith)
*GERALD B. SMITH Director February 26, 2003
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(Gerald B. Smith)
*JAMES R. WILSON Director February 26, 2003
------------------------------------------
(James R. Wilson)
* By /s/ DIANE K. SCHUMACHER
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(Diane K. Schumacher, as Attorney-In-Fact
for each of the persons indicated)