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) April 22, 2004
Cooper Industries, Ltd.
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(Exact Name of Registrant as Specified in its Charter)
Bermuda
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(State or Other Jurisdiction of Incorporation)
1-31330 98-0355628
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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 7. Financial Statements and Exhibits.
Exhibits
99.1 Cooper Industries, Ltd. (the "Company") press release dated April
22, 2004 titled "Cooper Industries Reports a 33 Percent Increase in
First-Quarter Per-Share Earnings."
99.2 Company "Sales Trends" to be posted on the Company's website.
Item 9. Regulation FD Disclosure.
Posting of Sales Trends Information
On April 22, 2004, the Company will post on its website the "Sales Trends"
information attached hereto as Exhibit 99.2.
Item 12. Results of Operations and Financial Condition.
First-Quarter Results of Operations
On April 22, 2004, the Company issued the press release attached hereto as
Exhibit 99.1 setting forth the Company's results of operations for the first
quarter of 2004. The press release includes a reference to free cash flow and
the Company's net debt-to-total capitalization ratio. Reconciliations of these
non-GAAP financial measures to the most directly comparable GAAP financial
measures are set forth in the press release. Company management believes that
the presentation of free cash flow provides investors an efficient means by
which they can evaluate the Company's capacity in the period to reduce debt,
repurchase shares and make acquisitions or other investments. Management also
uses free cash flow to assess the Company's operating performance and includes
free cash flow as a criteria for determining incentive compensation for key
employees. Company management believes that the net debt-to-total capitalization
ratio provides investors with a supplemental ratio that reflects the Company's
debt leverage if the Company were to use its cash balances to pay down debt.
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, LTD.
(Registrant)
Date: April 22, 2004 /s/ Terry A. Klebe
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Terry A. Klebe
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No.
99.1 Cooper Industries, Ltd. (the "Company") press release dated April
22, 2004 titled "Cooper Industries Reports a 33 Percent Increase in
First-Quarter Per-Share Earnings."
99.2 Company "Sales Trends" to be posted on the Company's website.