Cooper US, Inc. S-4
As filed with the Securities and Exchange Commission on
March 1, 2006
Registration
No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Cooper US, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware |
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3640 |
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20-1686977 |
(State or other jurisdiction
of incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification Number) |
CO-REGISTRANTS AND GUARANTORS
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Cooper Industries, Ltd.
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Bermuda |
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3640 |
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98-0355628 |
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Cooper B-Line, Inc.
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Delaware |
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3640 |
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76-0638615 |
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Cooper Bussmann, Inc.
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Delaware |
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3640 |
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76-0554116 |
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Cooper Crouse-Hinds, LLC
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Delaware |
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3640 |
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20-1288146 |
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Cooper Lighting, Inc.
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Delaware |
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3640 |
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76-0554120 |
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Cooper Power Systems, Inc.
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Delaware |
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3640 |
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76-0253330 |
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Cooper Wiring Devices, Inc.
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New York |
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3640 |
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11-0701510 |
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Cooper US, Inc.
600 Travis, Suite 5800
Houston, TX 77002
(713) 209-8400 |
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Cooper Industries, Ltd.
600 Travis, Suite 5800
Houston, TX 77002
(713) 209-8400 |
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Cooper B-Line Inc.
509 West Monroe Street
Highland, IL 62249
(618) 654-5907 |
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Cooper Bussmann, Inc.
114 Old State Road
Ellisville, MO 63021
(636) 394-2877 |
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Cooper Crouse-Hinds, LLC
Wolf & 7th North Streets
Syracuse, NY 13221
(315) 477-7000 |
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Cooper Lighting, Inc.
1121 Highway 74 South
Peachtree City, GA 30269
(770) 486-4800 |
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Cooper Power Systems, Inc.
2300 Badger Drive
Waukesha, WI 53188
(262) 896-2400 |
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Cooper Wiring Devices, Inc.
203 Cooper Circle
Peachtree City, GA 30269
(770) 631-2100 |
(Addresses, including zip code, and telephone numbers,
including area code, of registrants principal executive
offices)
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Terrance V. Helz, Esq.
Associate General Counsel and Secretary
Cooper Industries, Ltd.
600 Travis, Suite 500
Houston, TX 77002-1001
(713) 209-8400
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Copy to: Jeffrey J. Margulies, Esq. Squire, Sanders & Dempsey L.L.P. 4900 Key Tower, 127 Public Square Cleveland, OH 44114-1304 (216) 479-8500 |
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the
public: As soon as practicable after this Registration
Statement becomes effective.
If the securities being registered on this Form are to be
offered in connection with the formation of a holding company
and there is compliance with General Instruction G, check
the following
box. o
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 the earlier effective registration statement
for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) 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. o
CALCULATION OF REGISTRATION FEE
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Proposed Maximum |
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Proposed Maximum |
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Title of Each Class of Securities to |
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Amount to be |
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Offering Price Per |
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Aggregate Offering |
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Amount of |
be Registered |
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Registered |
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Unit(1) |
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Price(1) |
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Registration Fee |
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5.250% Senior Notes due 2012(2)
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$325,000,000 |
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100% |
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$325,000,000 |
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$34,775 |
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(1) |
Estimated solely for purposes of calculating the registration
fee. |
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(2) |
Including the guarantees of the 5.250% Senior Notes due 2012 to
be issued by each of the guarantor co-registrants. |
The registrants hereby amend this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the registrants shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
Prospectus
Offer to Exchange
5.250% Senior Notes due 2012
(Registered under the Securities Act of 1933)
for all outstanding
5.250% Senior Notes due 2012
($325 million aggregate principal amount outstanding)
of
Cooper US, Inc.
(All Notes Guaranteed by Cooper Industries, Ltd. and specified
subsidiaries)
The exchange offer will expire at 5:00 p.m., New York City
time,
on ,
2006, unless extended.
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The exchange notes have been registered with the Securities and
Exchange Commission and are being offered in exchange for the
original notes that were previously issued in an offering exempt
from the registration requirements under the federal securities
laws. The terms of the exchange offer are summarized below and
more fully described in this prospectus. |
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We will exchange all original notes that are validly tendered
and not withdrawn prior to the expiration of the exchange offer. |
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You may withdraw tenders of original notes at any time prior to
the expiration of the exchange offer. |
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The terms of the exchange notes will be substantially identical
to the terms of the original notes, except that the exchange
notes are registered under the Securities Act and the transfer
restrictions and registration rights applicable to the original
notes will not apply to the exchange notes. |
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Cooper Industries, Ltd. and the principal U.S. operating
subsidiaries in its Electrical Products segment guaranteed the
original notes and will guarantee the exchange notes. |
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We will not receive any proceeds from the exchange offer. |
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus
is ,
2006.
You should rely only on the information contained or
incorporated by reference in this prospectus. We have not
authorized any person to provide you with different information.
If anyone provides you with different or inconsistent
information, you should not rely on it. We are not making an
offer to exchange the exchange notes for the original notes in
any jurisdiction where such an offer is not permitted. You
should not assume that the information contained or incorporated
by reference in this prospectus is accurate as of any date after
the date on the front cover of this prospectus or the date of
the document incorporated by reference, as applicable. Our
business, financial condition, results of operations and
prospects may have changed since that date.
TABLE OF CONTENTS
Unless the context requires otherwise, references to
we, us or our refer
collectively to Cooper Industries, Ltd. (a Bermuda company) and
its consolidated subsidiaries, including Cooper US, Inc.
Cooper Parent refers only to Cooper Industries, Ltd.
and not to any of its subsidiaries or affiliates, and
Cooper US refers only to Cooper US, Inc. and not to
its parent or any of its subsidiaries or affiliates. The terms
Guarantor and Guarantors refer to Cooper
Parent and its subsidiaries that are identified under
Description of Notes and Guarantees
Guarantees.
NOTICE TO NEW HAMPSHIRE RESIDENTS
Neither the fact that a registration statement or an
application for a license has been filed under
Chapter 421-b of
the New Hampshire Revised Statute Annotated, 1955, as amended,
with the State of New Hampshire nor the fact that a security is
effectively registered or a person is licensed in the State of
New Hampshire constitutes a finding by the Secretary of State
that any document filed under
Chapter 421-b is
true, complete and not misleading. Neither any such fact nor the
fact that an exemption or exception is available for a security
or a transaction means that the Secretary of State has passed in
any way upon the merits or qualifications of, or recommended or
given approval to, any person, security, or transaction. It is
unlawful to make, or cause to be made, to any prospective
purchaser, customer or client any representation inconsistent
with the provisions of this paragraph.
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FORWARD-LOOKING STATEMENTS
This prospectus and the documents that we incorporate by
reference contain certain statements that we believe may be
forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 (the
Securities Act) and Section 21E of the
Securities Exchange Act of 1934 (the Exchange Act).
We generally indicate these statements by words or phrases such
as anticipate, estimate,
plan, expect, believe,
intend, foresee and similar words or
phrases. Forward-looking statements include, among other things,
statements regarding cost reduction programs, potential
liability exposure resulting from Federal-Mogul
Corporations bankruptcy filing, and any statements
regarding future revenues, earnings, cash flows and
expenditures. All of these forward-looking statements are
subject to risks, uncertainties and assumptions. Consequently,
actual events and results may vary significantly from those
included in or contemplated or implied by our forward-looking
statements. The forward-looking statements included in this
prospectus or the relevant incorporated documents are made only
as of the date of this prospectus or the relevant incorporated
document, as the case may be, and, except as required by law, we
undertake no obligation to publicly update these forward-looking
statements to reflect subsequent events or circumstances.
Important factors that could cause actual results to differ
materially from those suggested by these forward-looking
statements and that could adversely affect our future financial
performance include the following:
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the condition of the U.S. economy and European, Latin American
and Asian markets; |
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spending on commercial and residential construction and by
utilities; |
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worldwide energy-related project spending; |
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demand for products in the electronics and telecommunications
markets; |
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changes in raw material, transportation and energy costs; |
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changes in the mix of products sold; |
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industry competition; |
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the resolution of potential liability exposure resulting from
Federal-Moguls bankruptcy proceedings; |
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the ability to execute and realize the expected benefits from
strategic initiatives including revenue growth plans and cost
control and productivity improvement programs; |
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the magnitude of any disruptions from manufacturing
rationalizations and the implementation of the enterprise
business system; |
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the timing and amount of any share repurchases; |
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changes in financial markets including foreign currency rate
fluctuations; |
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changes in tax laws, regulations and treaties; |
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mergers and acquisitions and their integration with us; and |
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risks related to changing legal and regulatory requirements and
changing market, economic and political conditions in the
countries in which we operate. |
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WHERE YOU CAN FIND MORE INFORMATION
Cooper Parent files annual, quarterly and current reports, proxy
statements and other information with the SEC. You can inspect
and copy, at prescribed rates, these reports, proxy statements
and other information at the public reference facilities of the
SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on
its public reference room. The SEC also maintains a website that
contains reports, proxy statements and other information
regarding registrants that file electronically with the SEC at
http://www.sec.gov. You also can inspect reports and other
information Cooper Parent files at the office of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
Annual, quarterly and current reports, proxy statements and
other information Cooper Parent files with the SEC are also
available free of charge at the Investor Center on our website
(www.cooperindustries.com/common/investorcenter). The
information on our website is not part of this prospectus.
We have filed a registration statement on
Form S-4 with the
SEC, of which this prospectus is a part, covering the exchange
notes offered by this prospectus. As allowed by SEC rules, this
prospectus does not contain all the information set forth in the
registration statement and the related exhibits. We refer you to
the registration statement and related exhibits for further
information, and this prospectus is qualified in its entirety by
such other information.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We are incorporating by reference in this prospectus documents
filed by Cooper Parent with the SEC. This means that we are
disclosing important information to you by referring to those
documents. The information incorporated by reference is an
important part of this prospectus, and information that is filed
later with the SEC will automatically update and supersede the
information contained or incorporated by reference in this
prospectus. We are incorporating by reference the following
documents filed with the SEC by Cooper Parent:
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Annual Report on Form 10-K for the year ended
December 31, 2005; |
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Current Report on Form 8-K dated January 24, 2006
(Item 8.01 only); |
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Current Report on
Form 8-K dated
February 13, 2006; and |
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All documents filed with the SEC pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this
prospectus and prior to the completion of the exchange offer
pursuant to this prospectus. |
Any statement contained in a document incorporated by reference,
or deemed to be incorporated by reference, in this prospectus
shall be deemed to be modified or superseded for purposes of
this prospectus to the extent that a statement contained in this
prospectus or in any other subsequently filed document that also
is incorporated by reference in this prospectus modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this prospectus.
We will provide without charge to each person to whom a copy of
this prospectus has been delivered, on the written or oral
request of such person, a copy of any or all of the documents
that have been incorporated in this prospectus by reference
(other than exhibits to such documents unless such exhibits are
specifically incorporated by reference in any such documents).
To obtain timely delivery, you should request a copy of these
documents no later
than ,
2006 at the following address and telephone number.
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Cooper US, Inc. |
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600 Travis |
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Suite 5800 |
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Houston, Texas 77002 |
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Attention: Corporate Secretary |
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Telephone: (713) 209-8400 |
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ENFORCEMENT OF JUDGMENTS AND SERVICE OF PROCESS
Cooper Parent, the publicly-held parent of the issuer of the
original notes and the exchange notes and a guarantor of the
original notes and the exchange notes, is a Bermuda company.
Cooper Parent has agreed that it may be served with process with
respect to actions based on offers and sales of securities made
in the United States and other violations of U.S. securities
laws by having Cooper US, which is located at 600 Travis,
Suite 5800, Houston, Texas 77002-1001, be its U.S. agent
appointed for that purpose. A judgment obtained against Cooper
Parent in a U.S. court would be enforceable in the U.S. but
could be executed upon only to the extent Cooper Parent has
assets in the U.S.
Cooper Parent has been advised by its Bermuda counsel, Appleby
Spurling Hunter, that a judgment for the payment of money
rendered by a court in the United States based on civil
liability would not be automatically enforceable in Bermuda.
Cooper Parent has also been advised by Appleby Spurling Hunter
that a final and conclusive judgment obtained in a court of
competent jurisdiction in the United States under which a sum of
money is payable (not being a sum payable in respect of taxes or
other charges of a like nature, in respect of a fine or other
penalty, or in respect of multiple damages as defined in The
Protection of Trading Interests Act 1981) may be the subject of
an enforcement action in the Supreme Court of Bermuda under the
common law doctrine of obligation by action on the debt
evidenced by such competent courts judgment. Such an
action should be successful upon proof that the sum of money is
due and payable, and without having to prove the facts
supporting the underlying judgment, as long as:
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the court that gave the judgment was competent to hear the
action in accordance with private international law principles
as applied by the courts in Bermuda; and |
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the judgment is not contrary to public policy in Bermuda, was
not obtained by fraud or in proceedings contrary to natural
justice of Bermuda and is not based on an error in Bermuda law. |
A Bermuda court may impose civil liability on Cooper Parent or
its directors or officers in a suit brought in the Supreme Court
of Bermuda against Cooper Parent or such persons with respect to
facts that constitute a violation of U.S. federal securities
laws, provided that the facts surrounding such violation would
constitute or give rise to a cause of action under Bermuda law.
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PROSPECTUS SUMMARY
This summary contains basic information about us, the
exchange notes and the exchange offer described in this
prospectus. It may not contain all of the information that may
be important to you. For a more complete understanding of the
exchange notes, please refer to Description of Notes and
Guarantees. You should read the entire prospectus,
including the financial data and related notes incorporated by
reference in this prospectus.
About Cooper
Industries, Ltd.
We are a diversified, worldwide manufacturing company doing
business in two business segments: Electrical Products and
Tools. We have over 90 manufacturing facilities and
approximately 29,000 employees in the United States and more
than 20 foreign countries.
Electrical Products
Our Electrical Products segment produces, markets and sells
electrical and electronic distribution and circuit protection
products and lighting fixtures for use in residential,
commercial and industrial construction, maintenance and repair.
In addition, the segment produces and markets products for use
by utilities and industries for primary electrical power
distribution and control. Some of this segments major
products include:
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B-Line®
support systems, enclosures and fasteners; |
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Buss and
Bussmann®
fuses; |
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Cooper Power
Systems®
distribution transformers, power capacitors, voltage regulators
and surge arrestors; |
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Cooper Wiring Devices circuit protective devices; |
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Crouse-Hinds®
and
CEAG®
electrical construction materials; |
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Crouse-Hinds®,
Fail-Safetm,
Halo®
and
Metalux®
lighting fixtures; |
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Menvier®
emergency lighting and fire detection systems; |
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Kyle®
distribution switchgear; and |
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McGraw-Edison®
power distribution transformers and related products. |
Tools
Our Tools segment produces, markets and sells tools and hardware
items for use in residential, commercial and industrial
construction, maintenance and repair, and for general industrial
and consumer use. Some of this segments major products
include:
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Campbell®
chain products; |
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Crescent®
pliers and wrenches; |
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Diamond®
horseshoes and farrier tools; |
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Lufkin®
measuring tapes; |
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Nicholson®
files and saws; |
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Plumb®
hammers; |
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Weller®
soldering equipment; |
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Wiss®
scissors; |
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Xcelite®
screwdrivers; and |
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Buckeye®,
DGDtm,
Dotco®
and Master
Power®
power tools. |
1
The Exchange
Offer
On November 8, 2005, we completed the private offering
of $325.0 million aggregate principal amount of 5.250%
Senior Notes due 2012. As part of that offering of original
notes, we agreed to undertake an exchange offer for the original
notes. The following summary contains basic information about
the exchange offer. It may not contain all the information that
is important to you. For a more complete understanding of the
exchange offer, we encourage you to read this entire prospectus
and the other documents to which we refer.
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Securities Offered |
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$325.0 million aggregate principal amount of new 5.250%
Senior Notes due 2012, which have been registered under the
Securities Act. The form and terms of these exchange notes are
identical in all material respects to those of the original
notes. The exchange notes, however, will not contain transfer
restrictions and registration rights applicable to the original
notes. |
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The Exchange Offer |
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We are offering to exchange $1,000 principal amount of our new
5.250% Senior Notes due 2012, which have been registered under
the Securities Act, for each $1,000 principal amount of our
outstanding 5.250% Senior Notes due 2012. |
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In order to be exchanged, an original note must be properly
tendered and accepted. All original notes that are validly
tendered and not withdrawn will be exchanged. As of the date of
this prospectus, there is $325.0 million in aggregate
principal amount of original notes outstanding. |
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Expiration Date |
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5:00 p.m., New York City time,
on ,
2006 unless we extend the expiration date. |
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Accrued Interest on the Exchange Notes and Original Notes |
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The exchange notes will bear interest from the most recent date
to which interest has been paid on the original notes, or if no
interest has been paid on the original notes, from the date of
issue of the original notes. |
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Conditions to the Exchange Offer |
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The exchange offer is subject to customary conditions. We may
assert or waive these conditions in our sole discretion. If we
materially change the terms of the exchange offer, we will
resolicit tenders of the original notes. See The Exchange
Offer Conditions to the Exchange Offer. |
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Procedures for Tendering Original Notes |
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Except as described under the heading The Exchange
Offer Guaranteed Delivery Procedures, a
tendering holder must, on or prior to the expiration date: |
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transmit a properly completed and duly executed
letter of transmittal, together with all other documents
required by the letter of transmittal, to the exchange agent,
JPMorgan Chase Bank, N.A., at the address listed in this
prospectus; or |
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if original notes are tendered in accordance with
the book-entry procedures described in this prospectus, the
tendering holder must transmit an agents message to the
exchange agent at the address listed in this prospectus. |
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See The Exchange Offer Procedures for
Tendering. |
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Special Procedures for Beneficial Holders |
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If you are the beneficial holder of original notes that are
registered in the name of your broker, dealer, commercial bank,
trust company or other nominee, and you wish to tender original
notes in the exchange offer, you should promptly contact the
person in whose name your original notes are registered and
instruct that person to tender on your behalf. See The
Exchange Offer Procedures for Tendering. |
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Guaranteed Delivery Procedures |
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If you wish to tender your original notes and you cannot deliver
your original notes, the letter of transmittal or any other
required documents to the exchange agent before the expiration
date, you may tender your original notes by following the
guaranteed delivery procedures under the heading The
Exchange Offer Guaranteed Delivery Procedures. |
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Withdrawal Rights |
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Tenders of original notes may be withdrawn at any time before
5:00 p.m., New York City time, on the expiration date. |
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Acceptance of Original Notes and Delivery of Exchange Notes |
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Subject to the conditions stated under the heading The
Exchange Offer Conditions to the Exchange
Offer, we will accept for exchange any and all original
notes that are properly tendered in the exchange offer and not
withdrawn before 5:00 p.m., New York City time, on the
expiration date. The exchange notes will be delivered promptly
after the expiration date. See The Exchange
Offer Terms of the Exchange Offer. |
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United States Federal Income Tax Considerations |
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We believe that your exchange of original notes for exchange
notes in the exchange offer will not result in any gain or loss
to you for U.S. federal income tax purposes. See Certain
Tax Consequences. |
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Exchange Agent |
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JPMorgan Chase Bank, N.A. is serving as exchange agent in
connection with the exchange offer. The address and telephone
number of the exchange agent are listed under the heading
The Exchange Offer Exchange Agent. |
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Use of Proceeds |
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We will not receive any proceeds from the issuance of exchange
notes in the exchange offer. We will pay all expenses incident
to the exchange offer. See Use of Proceeds. |
3
The Exchange
Notes
The form and terms of the exchange notes and the original
notes are identical in all material respects except that the
transfer restrictions and registration rights applicable to the
original notes will not apply to the exchange notes. The
exchange notes will evidence the same debt as the original notes
and will be governed by the same indenture. Where we refer to
notes in this prospectus, we are referring to both
the original notes and the exchange notes.
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Issuer |
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Cooper US, Inc. |
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Exchange Notes Offered |
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$325 million aggregate principal amount of 5.250% Senior
Notes due 2012. |
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Maturity |
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November 15, 2012. |
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Interest Rate |
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5.250% per annum. |
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Interest Payment Dates |
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Each May 15 and November 15, commencing May 15, 2006. |
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Guarantees |
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The original notes are, and the exchange notes will be, fully
and unconditionally guaranteed by Cooper Parent, Cooper B-Line,
Inc., Cooper Bussmann, Inc., Cooper Crouse-Hinds, LLC, Cooper
Lighting, Inc., Cooper Power Systems, Inc., and Cooper Wiring
Devices, Inc. |
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Ranking |
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The original notes are, and the exchange notes will be, senior
unsecured obligations of Cooper US and the original notes rank
and the exchange notes will rank equally in right of payment
with all other unsecured and unsubordinated indebtedness of
Cooper US. The guarantees of the original notes are, and the
guarantees of the exchange notes will be, joint and several
senior unsecured obligations of the respective Guarantors and
rank and will rank equally in right of payment with all of such
Guarantors other unsecured and unsubordinated indebtedness. |
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The original notes and the related guarantees are, and the
exchange notes and the related guarantees will be, effectively
subordinated to any secured indebtedness of Cooper US or any of
the Guarantors, as the case may be, to the extent of the value
of the assets securing such indebtedness, unless the notes or
guarantees are also secured by these assets. The indenture
restricts the ability of Cooper Parent and certain of its
subsidiaries to incur secured debt. See Description of
Notes and Guarantees Certain Covenants Covenant
Limiting Secured Indebtedness. |
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Optional Redemption |
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Cooper US may redeem the notes at any time at its option, in
whole or in part, at a redemption price equal to the greater of: |
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100% of the principal amount of the notes being
redeemed; or |
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the sum of the present values of the remaining
scheduled payments of principal and interest on the notes being
redeemed (not including any interest accrued to the redemption
date) discounted to the redemption date on a semi-annual basis |
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(assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Rate plus 15 basis points. |
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Cooper US will also pay the accrued and unpaid interest on the
notes to the redemption date. |
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In addition, Cooper US may redeem all, but not part, of the
notes upon the occurrence of certain tax events at the
redemption price described under the caption Description
of Notes and Guarantees Redemption for Changes in
Withholding Taxes. |
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Certain Covenants |
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The original notes were and the exchange notes will be issued
under an indenture with JPMorgan Chase Bank, N.A., as trustee.
The indenture governing the notes, among other things, contains
covenants limiting the ability of Cooper Parent and the ability
of certain of its subsidiaries to: |
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create liens; and |
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engage in sale-leaseback transactions. |
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Additionally, the indenture limits the ability of Cooper US and
Cooper Parent to consolidate, merge or convey or transfer
properties and assets substantially as an entirety. |
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These covenants are subject to important exceptions and
qualifications described under Description of Notes and
Guarantees Certain Covenants. |
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Resales |
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Based on interpretations by the staff of the SEC, as detailed in
a series of no-action letters issued by the SEC to third
parties, we believe that the exchange notes issued in the
exchange offer may be offered for resale, resold or otherwise
transferred by you without compliance with the registration and
prospectus delivery requirements of the Securities Act as long
as: |
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you are acquiring the exchange notes in the ordinary
course of your business; |
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you are not participating, do not intend to
participate and have no arrangement or understanding with any
person to participate, in a distribution of the exchange notes;
and |
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you are not an affiliate of ours. |
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If you are an affiliate of ours, are engaged in or intend to
engage in or have any arrangement or understanding with any
person to participate in the distribution of the exchange notes: |
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you cannot rely on the applicable interpretations of
the staff of the SEC; and |
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you must comply with the registration requirements
of the Securities Act in connection with any resale transaction. |
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Each broker or dealer that receives exchange notes for its own
account in exchange for original notes that were acquired as a
result of market-making or other trading activities must
acknowledge that it will comply with the registration and
prospectus delivery requirements of the Securities Act in
connection with any offer to resell, resale, or other transfer
of the exchange notes issued in the exchange offer, including
the delivery of a prospectus that contains information with
respect to any selling holder required by the Securities Act in
connection with any resale of the exchange notes. |
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Furthermore, any broker-dealer that acquired any of its original
notes directly from us: |
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may not rely on the applicable interpretations of
the staff of the SEC contained in Exxon Capital Holdings Corp.,
SEC no-action letter (May 13, 1988); Morgan, Stanley &
Co. Inc., SEC no-action letter (June 5, 1991); and Shearman
& Sterling, SEC no-action letter (July 2, 1993); and |
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must also be named as a selling noteholder in
connection with the registration and prospectus delivery
requirements of the Securities Act relating to any resale
transaction. |
Additional Information
The principal executive offices of Cooper US and Cooper Parent
are located at 600 Travis, Suite 5800, Houston, TX 77002,
and the telephone number is (713) 209-8400.
The principal executive offices and telephone numbers of our
guaranteeing subsidiaries are as follows:
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Cooper B-Line, Inc.
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Cooper Bussmann, Inc. |
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Cooper Crouse-Hinds, LLC |
509 West Monroe Street
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114 Old State Road |
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Wolf & 7th North Streets |
Highland, IL 62249
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Ellisville, MO 63021 |
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Syracuse, NY 13221 |
(618) 654-5907
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(636) 394-2877 |
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(315) 477-7000 |
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Cooper Lighting, Inc.
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Cooper Power Systems, Inc. |
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Cooper Wiring Devices, Inc. |
1121 Highway 74 South
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2300 Badger Drive |
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203 Cooper Circle |
Peachtree City, GA 30269
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Waukesha, WI 53188 |
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Peachtree City, GA 30269 |
(770) 486-4800
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(262) 896-2400 |
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(770) 631-2100 |
6
USE OF PROCEEDS
We will not receive any proceeds from the exchange offer. In
consideration for issuing the exchange notes, we will receive
original notes in like principal amount, the terms of which are
identical in all material respects to the exchange notes. The
original notes surrendered for the exchange notes will be
retired and canceled. Accordingly, issuance of the exchange
notes will not result in any increase in our indebtedness. We
have agreed to bear the expenses of the exchange offer. No
underwriter is being used in connection with the exchange offer.
On November 8, 2005, we issued and sold the original notes.
The net proceeds from that offering, after discounts to the
initial purchasers and other transaction fees and expenses,
approximated $321.2 million. We used $174 million of
the net proceeds to repay commercial paper obligations incurred
to partially fund the repayment of
300,000,000
6.25% guaranteed notes that matured on October 25, 2005.
These guaranteed notes were issued by a subsidiary on
October 25, 2000. The balance of the net proceeds has been
used for general corporate purposes. Subsequent to the issuance
of the original notes, we entered into a swap transaction that
effectively converted the $325 million of seven-year
original notes to seven-year Euro notes with an annual interest
rate of 3.55%.
7
THE EXCHANGE OFFER
Terms of the Exchange Offer
As of the date of this prospectus, $325.0 million aggregate
principal amount of the original notes is outstanding. This
prospectus, together with the letter of transmittal, is being
sent to all holders of original notes known to us. Our
obligation to accept original notes for exchange in the exchange
offer is subject to the conditions described below under
Conditions to the Exchange Offer.
Upon the terms and conditions described in this prospectus and
in the accompanying letter of transmittal, we will accept for
exchange original notes that are properly tendered on or before
the expiration date and not withdrawn as permitted below. For
each original note accepted for exchange, the holder of the
original note will receive an exchange note having a principal
amount equal to that of the surrendered original note. Original
notes tendered in the exchange offer must be in denominations of
the principal amount of $1,000 and any integral multiple of
$1,000.
As used in this prospectus, the term expiration date
means 5:00 p.m., New York City time,
on ,
2006. However, if we, in our sole discretion, extend the period
of time for which the exchange offer is open, the term
expiration date means the latest time and date to
which we extend the exchange offer. We reserve the right to
extend the period of time during which the exchange offer is
open. If the exchange offer period is extended, we would give
notice of the extension to the holders of original notes by
means of a press release or other public announcement no later
than 9:00 a.m., New York City time, on the next business day
following the previously scheduled expiration date. During any
extension period, all original notes previously tendered will
remain subject to the exchange offer and may be accepted for
exchange by us. Any original notes not accepted for exchange
will be returned to the tendering holder after the expiration or
termination of the exchange offer.
We reserve the right to amend or terminate the exchange offer,
and not to accept for exchange any original notes not previously
accepted for exchange, upon the occurrence of any of the
conditions of the exchange offer specified below under
Conditions to the Exchange Offer. We will give
notice of any amendment, non-acceptance or termination to the
holders of the original notes as described above. If we
materially change the terms of the exchange offer, we will
resolicit tenders of the original notes and provide notice to
the noteholders. If the change is made less than five business
days before the expiration of the exchange offer, we will extend
the offer so that the noteholders have at least five business
days to tender or withdraw.
Our acceptance of the tender of original notes by a tendering
holder will form a binding agreement upon the terms and subject
to the conditions provided in this prospectus and in the
accompanying letter of transmittal.
Procedures for Tendering
Except as described below, a tendering holder must, on or prior
to the expiration date:
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transmit a properly completed and duly executed letter of
transmittal, including all other documents required by the
letter of transmittal, to JPMorgan Chase Bank, N.A. at the
address listed below under the heading Exchange
Agent; or |
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if original notes are tendered in accordance with the book-entry
procedures listed below, transmit an agents message to the
exchange agent at the address listed below under the heading
Exchange Agent. |
8
In addition:
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the exchange agent must receive, on or before the expiration
date, certificates for the original notes or a timely
confirmation of book-entry transfer of the original notes into
the exchange agents account at the Depository Trust
Company, the book-entry transfer facility; or |
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the holder must comply with the guaranteed delivery procedures
described below. |
The Depository Trust Company will be referred to as DTC in this
prospectus.
The term agents message means a message,
transmitted to DTC and received by the exchange agent and
forming a part of a book-entry transfer, that states that DTC
has received an express acknowledgment that the tendering holder
agrees to be bound by the letter of transmittal and that we may
enforce the letter of transmittal against this holder.
The method of delivery of original notes, letters of transmittal
and all other required documents is at your election and risk.
In all cases, you should allow sufficient time to assure timely
delivery to the exchange agent. You should not send any letter
of transmittal, original notes or other related documentation to
us.
If you are a beneficial owner whose original notes are
registered in the name of a broker, dealer, commercial bank,
trust company or other nominee, and wish to tender original
notes, you should promptly instruct the registered holder to
tender on your behalf. Any registered holder that is a
participant in DTCs book-entry transfer facility system
may make book-entry delivery of the original notes by causing
DTC to transfer the original notes into the exchange
agents account.
Signatures on a letter of transmittal or a notice of withdrawal
must be guaranteed unless the original notes surrendered for
exchange are tendered:
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by a registered holder of the original notes who has not
completed the box entitled Special Issuance
Instructions or Special Delivery Instructions
on the letter of transmittal, or |
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for the account of an eligible institution. |
If signatures on a letter of transmittal or a notice of
withdrawal are required to be guaranteed, the guarantees must be
by an eligible institution. An eligible
institution is a financial institution, including most
banks, savings and loan associations and brokerage houses, that
is a participant in the Securities Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Program
or the Stock Exchange Medallion Program.
We will determine in our sole discretion all questions as to the
validity, form and eligibility of original notes tendered for
exchange. This discretion extends to the determination of all
questions concerning the timing of receipts and acceptance of
tenders. These determinations will be final and binding.
We reserve the right to reject any particular original note not
properly tendered or the acceptance of which might, in our
judgment or our counsels judgment, be unlawful. We also
reserve the right to waive any defects or irregularities or
conditions of the exchange offer as to any particular original
note either before or after the expiration date, including the
right to waive the ineligibility of any tendering holder. Our
interpretation of the terms and conditions of the exchange offer
as to any particular original note either before or after the
expiration date, including the letter of transmittal and the
instructions to the letter of transmittal, shall be final and
binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of original notes must
be cured within a reasonable period of time. Neither we, the
exchange agent nor any other person will be under any duty to
give notification of any defect or irregularity in any tender of
original notes. Nor will we, the exchange agent or any other
person incur any liability for failing to give notification of
any defect or irregularity.
9
If the letter of transmittal is signed by a person other than
the registered holder of original notes, the letter of
transmittal must be accompanied by a written instrument of
transfer or exchange in satisfactory form duly executed by the
registered holder with the signature guaranteed by an eligible
institution. The original notes must be endorsed or accompanied
by appropriate powers of attorney. In either case, the original
notes must be signed exactly as the name of any registered
holder appears on the original notes.
If the letter of transmittal or any original notes or powers of
attorney are signed by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, these persons
should so indicate when signing. Unless waived by us, proper
evidence satisfactory to us of their authority to so act must be
submitted.
By tendering, each holder will represent to us that, among other
things,
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the exchange notes are being acquired in the ordinary course of
business of the person receiving the exchange notes, whether or
not that person is the holder, and |
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neither the holder nor the other person has any arrangement or
understanding with any person to participate in the distribution
of the exchange notes. |
In the case of a holder that is not a broker-dealer, that
holder, by tendering, will also represent to us that the holder
is not engaged in and does not intend to engage in a
distribution of the exchange notes.
If any holder or other person is an affiliate of
ours, as defined under Rule 405 of the Securities Act, or
is engaged in, or intends to engage in, or has an arrangement or
understanding with any person to participate in, a distribution
of the exchange notes, that holder or other person cannot rely
on the applicable interpretations of the staff of the SEC and
must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale
transaction.
Each broker-dealer that receives exchange notes for its own
account in exchange for original notes, where the original notes
were acquired by it as a result of market-making activities or
other trading activities, must acknowledge that it will deliver
a prospectus that meets the requirements of the Securities Act
in connection with any resale of the exchange notes. The letter
of transmittal states that by so acknowledging and by delivering
a prospectus, a broker-dealer will not be deemed to admit that
it is an underwriter within the meaning of the
Securities Act. See Plan of Distribution.
Acceptance of Original Notes for Exchange; Delivery of
Exchange Notes
Upon satisfaction or waiver of all of the conditions to the
exchange offer, we will accept, promptly after the expiration
date, all original notes properly tendered and not withdrawn. We
will issue the exchange notes promptly after acceptance of the
original notes. See Conditions to the Exchange Offer
below. For purposes of the exchange offer, we will be deemed to
have accepted properly tendered original notes for exchange
when, as and if we have given oral or written notice to the
exchange agent, with prompt written confirmation of any oral
notice.
The exchange notes will bear interest from the most recent date
to which interest has been paid on the original notes, or if no
interest has been paid on the original notes, from the date of
issue of the original notes. Holders whose original notes are
accepted for exchange will receive interest, as interest on the
exchange notes, accrued from the date of issue of the original
notes and will be deemed to have waived the right to receive
interest accrued on the original notes.
Unaccepted or non-exchanged original notes will be returned
without expense to the tendering holder of the original notes.
In the case of original notes tendered by book-entry transfer in
accordance with the book-entry procedures described below, the
non-exchanged original notes will be credited to an account
10
maintained with the book-entry transfer facility as promptly as
practicable after the expiration or termination of the exchange
offer.
Book-Entry Transfer
The exchange agent will make a request to establish an account
for the original notes at DTC for purposes of the exchange offer
promptly after commencement of the exchange offer. Any financial
institution that is a participant in DTCs system must make
book-entry delivery of original notes by causing DTC to transfer
those original notes into the exchange agents account at
DTC in accordance with DTCs procedure for transfer. The
participant should transmit its acceptance to DTC on or prior to
the expiration date or comply with the guaranteed delivery
procedures described below. DTC will verify this acceptance,
execute a book-entry transfer of the tendered original notes
into the exchange agents account at DTC and then send to
the exchange agent confirmation of the book-entry transfer. The
confirmation of the book-entry transfer will include an
agents message confirming that DTC has received an express
acknowledgment from the participant that the participant has
received and agrees to be bound by the letter of transmittal and
that we may enforce the letter of transmittal against the
participant. Delivery of exchange notes issued in the exchange
offer may be effected through book-entry transfer at DTC.
However, the letter of transmittal or facsimile of it or an
agents message, with any required signature guarantees and
any other required documents, must:
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be transmitted to and received by the exchange agent at the
address listed below under Exchange Agent on or
prior to the expiration date; or |
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comply with the guaranteed delivery procedures described below. |
Guaranteed Delivery Procedures
If a registered holder of original notes desires to tender the
original notes, and the original notes are not immediately
available, or time will not permit the holders original
notes or other required documents to reach the exchange agent
before the expiration date, or the procedure for book-entry
transfer described above cannot be completed on a timely basis,
a tender may nonetheless be made if:
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the tender is made through an eligible institution; |
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prior to the expiration date, the exchange agent received from
an eligible institution a notice of guaranteed delivery,
substantially in the form provided by us, by facsimile
transmission, mail or hand delivery, |
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(1) |
stating the name and address of the holder of original notes and
the amount of original notes tendered, |
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(2) |
stating that the tender is being made and |
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(3) |
guaranteeing that within three New York Stock Exchange trading
days after the expiration date, the certificates for all
physically tendered original notes, in proper form for transfer,
or a book-entry confirmation, as the case may be, together with
a properly completed and duly executed letter of transmittal, or
a facsimile of the letter of transmittal and any other documents
required by the letter of transmittal, will be deposited by the
eligible institution with the exchange agent; and |
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the certificates for all physically tendered original notes, in
proper form for transfer, or a book-entry confirmation, as the
case may be, a properly completed and duly executed letter of
transmittal, or a facsimile of the letter of transmittal and all
other documents required by the letter |
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of transmittal, are received by the exchange agent within three
New York Stock Exchange trading days after the expiration date. |
Withdrawal Rights
Tenders of original notes may be withdrawn at any time before
5:00 p.m., New York City time, on the expiration date.
For a withdrawal to be effective, the exchange agent must
receive a written notice of withdrawal at the address or, in the
case of eligible institutions, at the facsimile number,
indicated below under Exchange Agent before
5:00 p.m., New York City time, on the expiration date. Any
notice of withdrawal must:
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specify the name of the person, referred to as the depositor,
having tendered the original notes to be withdrawn; |
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identify the original notes to be withdrawn, including the
certificate number or numbers and principal amount of the
original notes; |
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contain a statement that the holder is withdrawing its election
to have the original notes exchanged; |
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be signed by the holder in the same manner as the original
signature on the letter of transmittal by which the original
notes were tendered, including any required signature
guarantees, or be accompanied by documents of transfer to have
the trustee with respect to the original notes register the
transfer of the original notes in the name of the person
withdrawing the tender; and |
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specify the name in which the original notes are registered, if
different from that of the depositor. |
If original notes have been tendered in accordance with the
procedure for book-entry transfer described above, any notice of
withdrawal must specify the name and number of the account at
the book-entry transfer facility to be credited with the
withdrawn original notes. We will determine all questions as to
the validity, form and eligibility, including time of receipt,
of notices of withdrawal. Any original notes so withdrawn will
be deemed not to have been validly tendered for exchange. No
exchange notes will be issued unless the original notes so
withdrawn are validly re-tendered. Properly withdrawn original
notes may be re-tendered by following the procedures described
under Procedures for Tendering above at any time on
or before 5:00 p.m., New York City time, on the expiration date.
Conditions to the Exchange Offer
Notwithstanding any other provision of the exchange offer, we
shall not be required to accept original notes for exchange, or
to issue exchange notes in exchange for any original notes, and
may terminate or amend the exchange offer, if at any time before
the acceptance of the original notes for exchange or the
issuance of the exchange notes for the original notes:
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there has been instituted any proceeding seeking to restrain or
prohibit the making or completion of the exchange offer, or
assessing or seeking any damages as a result of the exchange
offer, or resulting in a material delay in our ability to accept
for exchange or exchange some or all of the original notes in
the exchange offer; or |
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any action shall have been taken, proposed or threatened by any
governmental authority, domestic or foreign, that in our sole
judgment might directly or indirectly result in any of such
consequences or, in our sole judgment, might result in the
holders of exchange notes having obligations with respect to
resales and transfers of exchange notes that are greater than
those |
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described in the interpretations of the SEC staff referred to in
this prospectus, or would otherwise make it inadvisable to
proceed with the exchange offer; or |
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there shall have occurred: |
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any general suspension of or general limitation on prices for,
or trading in, securities on any national securities exchange or
in the over-the-counter market; or |
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any limitation by a governmental authority which may adversely
affect our ability to complete the transactions contemplated by
the exchange offer; or |
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a declaration of a banking moratorium or any suspension of
payments in respect of banks in the United States or any
limitation by any governmental agency or authority which
adversely affects the extension of credit; or |
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a commencement of a war, armed hostilities or other similar
international calamity directly or indirectly involving the
United States, or, in the case of any of the preceding events
existing at the time of the commencement of the exchange offer,
a material acceleration or worsening of these calamities; or |
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any change, or any development involving a prospective change,
shall have occurred or be threatened in our business, financial
condition, operations or prospects and those of our subsidiaries
taken as a whole that is or may be adverse to us, or we shall
have become aware of facts that have or may have an adverse
impact on the value of the original notes or the exchange notes,
which in our sole judgment in any case makes it inadvisable to
proceed with the exchange offer and/or with such acceptance for
exchange or with such exchange. |
These conditions to the exchange offer are to our sole benefit
and we may assert them regardless of the circumstances giving
rise to any of these conditions, or we may waive them in whole
or in part in our sole discretion. If we do so, the exchange
offer will remain open for at least five business days following
any waiver of the preceding conditions. Our failure at any time
to exercise any of the foregoing rights will not be deemed a
waiver of any right.
In addition, we will not accept for exchange any original notes
tendered, and no exchange notes will be issued in exchange for
any original notes, if at that time any stop order is threatened
or in effect relating to the registration statement of which
this prospectus constitutes a part or the qualification of the
indenture under the Trust Indenture Act of 1939.
Exchange Agent
We have appointed JPMorgan Chase Bank, N.A. as the exchange
agent for the exchange offer. You should direct all executed
letters of transmittal to the exchange agent at the address
indicated below. You should direct questions and requests for
assistance, requests for additional copies of this prospectus or
of the
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letter of transmittal and requests for notices of guaranteed
delivery to the exchange agent addressed as follows:
Delivery To: JPMorgan Chase Bank, N.A., Exchange
Agent
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By Hand:
JPMorgan Chase Bank, N.A.
4 New York Plaza, 1st Floor
New York, NY 10004
Attention: Worldwide Securities Services Window
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By First Class, Registered or Certified Mail:
JPMorgan Chase Bank, N.A.
P.O. Box 2320
Dallas, TX 75221-2320
Attention: Worldwide Securities Services |
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By Express Delivery only:
JPMorgan Chase Bank, N.A.
2001 Bryan St., 10th Floor
Dallas, TX 75201
Attention: Worldwide Securities Services
For Information Call:
(214) 468-6464 |
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By Facsimile Transmission
(for Eligible Institutions only):
(214) 468-6494
Attention: Frank Ivins
Confirm by Telephone:
1-800-275-2048 |
If you deliver the letter of transmittal to an address other
than the address indicated above or transmit instructions via
facsimile other than to the facsimile number indicated, then
your delivery or transmission will not constitute a valid
delivery of the letter of transmittal.
Fees and Expenses
We will not make any payment to brokers, dealers, or others for
soliciting acceptances of the exchange offer. The expenses to be
incurred in connection with the exchange offer will be paid by
us. These expenses will include reasonable and customary fees
and out-of-pocket expenses of the exchange agent and reasonable
out-of-pocket expenses incurred by brokerage houses and other
fiduciaries in forwarding materials to beneficial holders in
connection with the exchange offer.
Accounting Treatment
We will not recognize any gain or loss for accounting purposes
upon the consummation of the exchange offer. We will amortize
the expense of the exchange offer over the term of the exchange
notes under generally accepted accounting principles.
Transfer Taxes
Holders who tender their original notes for exchange will not be
obligated to pay any related transfer taxes, except that holders
who instruct us to register exchange notes in the name of, or
request that original notes not tendered or not accepted in the
exchange offer be returned to, a person other than the
registered tendering holder will be responsible for the payment
of any applicable transfer taxes.
Consequences of Exchanging or Failing to Exchange Original
Notes
Any original notes not tendered or tendered and subsequently
withdrawn will remain outstanding under the provisions of the
indenture and continue to accrue interest.
Holders of original notes who do not exchange their original
notes for exchange notes in the exchange offer will continue to
be subject to the provisions in the indenture regarding transfer
and exchange of the original notes and the restrictions on
transfer of the original notes as described in the legend on the
original notes. In general, the original notes may not be
offered or sold, unless registered under the Securities
14
Act, except under an exemption from, or in a transaction not
subject to, the Securities Act and applicable state securities
laws. We do not currently anticipate that we will register the
original notes under the Securities Act.
Based on interpretations by the staff of the SEC, as described
in no-action letters issued to third parties, we believe that
exchange notes issued in the exchange offer in exchange for
original notes may be offered for resale, resold or otherwise
transferred by holders of the original notes, other than any
holder which is an affiliate of ours within the
meaning of Rule 405 under the Securities Act, without
compliance with the registration and prospectus delivery
provisions of the Securities Act, as long as the exchange notes
are acquired in the ordinary course of the holders
business and the holders have no arrangement or understanding
with any person to participate in the distribution of the
exchange notes. However, the SEC has not considered this
exchange offer in the context of a no-action letter. We cannot
assure you that the staff of the SEC would make a similar
determination with respect to this exchange offer as in the
other circumstances.
Each holder, other than a broker-dealer, must acknowledge that
it is not engaged in, and does not intend to engage in, a
distribution of exchange notes and has no arrangement or
understanding to participate in a distribution of exchange
notes. If any holder is an affiliate of ours, is engaged in or
intends to engage in or has any arrangement or understanding
with any person to participate in the distribution of the
exchange notes to be acquired in the exchange offer, that holder
could not rely on the applicable interpretations of the staff of
the SEC and must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with
any resale transaction.
Each broker-dealer that receives exchange notes for its own
account in exchange for original notes must acknowledge that the
original notes were acquired by the broker-dealer as a result of
market-making activities or other trading activities and that it
will comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale
of the exchange notes. Furthermore, any broker-dealer that
acquired any of its original notes directly from us:
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may not rely on the applicable interpretations of the staff of
the SEC contained in Exxon Capital Holdings Corp., SEC no-action
letter (May 13, 1988), Morgan, Stanley & Co. Inc.,
SEC no-action letter (June 5, 1991) and Shearman &
Sterling, SEC no-action
letter (July 2, 1993) and |
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must also be named as a selling noteholder in connection with
the registration and prospectus delivery requirements of the
Securities Act relating to any resale transaction. |
See Plan of Distribution.
In addition, to comply with state securities laws, the exchange
notes may not be offered or sold in any state unless they have
been registered or qualified for sale in such state or an
exemption from registration or qualification, with which there
has been compliance, is available. The offer and sale of the
exchange notes to qualified institutional buyers, as
defined under Rule 144A of the Securities Act, is generally
exempt from registration or qualification under the state
securities laws. We currently do not intend to register or
qualify the sale of exchange notes in any state where an
exemption from registration or qualification is required and not
available.
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DESCRIPTION OF NOTES AND GUARANTEES
The following description is only a summary of the indenture,
a copy of which is available upon request to us at the address
set forth under Incorporation of Certain Documents by
Reference. We urge you to read the indenture because it,
and not this description, defines your rights under the
indenture as holders of the notes.
General
The original notes were issued and the exchange notes will be
issued under an indenture, among Cooper US, Cooper Parent, the
subsidiaries specified below under Guarantees and
JPMorgan Chase Bank, N.A., as trustee. The terms of the notes
include those stated in the indenture and those made part of the
indenture by reference to the Trust Indenture Act of 1939.
The forms and terms of the exchange notes and the original notes
are identical in all material respects, except that transfer
restrictions and registration rights applicable to the original
notes will not apply to the exchange notes.
The notes mature on November 15, 2012 and bear interest at
a rate of 5.250% per year. Interest on the notes accrues from
November 8, 2005 or from the most recent interest payment
date to which interest has been paid or duly provided for. In
each case, Cooper US:
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will pay interest on the notes semi-annually on May 15 and
November 15 of each year, beginning May 15, 2006; |
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will pay interest to the person in whose name the notes are
registered at the close of business on the May 1 or November 1
preceding the interest payment date; |
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will compute interest on the basis of a 360-day year consisting
of twelve 30-day months; |
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will make payments on the notes at the offices of the trustee;
and |
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may make payments by wire transfer for notes held in book-entry
form or by check mailed to the address of the person entitled to
the payment as it appears in the note register. |
If any interest payment date or maturity or redemption date
falls on a day that is not a business day, the required payment
shall be made on the next business day as if it were made on the
date such payment was due and no interest shall accrue on the
amount so payable from and after such interest payment date or
maturity or redemption date, as the case may be, to such next
business day.
The indenture provides that Cooper US may, without notice to or
consent of the holders, issue debt securities under the
indenture from time to time in one or more series and permits
Cooper US to establish the terms of each series of debt
securities at the time of issuance. The indenture does not limit
the aggregate principal amount of debt securities that may be
issued under the indenture. The original notes constitute, and,
if issued, the exchange notes (as discussed under
Registration Rights; Exchange Offer) will
constitute, a series of debt securities under the indenture,
initially limited to $325 million in aggregate principal
amount. We may, without the consent of the holders, issue
additional notes and thereby increase that principal amount in
the future, on the same terms and conditions and with the same
CUSIP number as the notes. References to the notes in this
prospectus shall include (unless the context otherwise requires)
any additional notes issued as described in the immediately
preceding sentence.
The interest rate on the notes is subject to increase in certain
circumstances relating to the registration of the notes as
further described under Registration Rights; Exchange
Offer.
The original notes were and the exchange notes will be issued
only in fully registered form, without coupons, in denominations
of $1,000 and any integral multiple of $1,000. No service charge
applies to any
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transfer or exchange of the notes, but Cooper US may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the transfer or
exchange.
The original notes do not and the exchange notes will not
contain any provisions that may afford holders of the notes
protection upon a change in control of Cooper US or any
Guarantors or upon a highly leveraged transaction, whether or
not the transaction results in a change in control of Cooper US
or any Guarantors.
Guarantees
The original notes are and the exchange notes will be fully and
unconditionally guaranteed by Cooper Parent and the following
wholly-owned, indirect subsidiaries of Cooper Parent that are
considered the principal U.S. operating subsidiaries in our
Electrical Products segment: Cooper B-Line, Inc., Cooper
Bussmann, Inc., Cooper Crouse-Hinds, LLC, Cooper Lighting, Inc.,
Cooper Power Systems, Inc., and Cooper Wiring Devices, Inc.
The aggregate amount of obligations guaranteed will be reduced
to the extent necessary to prevent violation of, or becoming
voidable under, applicable law relating to fraudulent conveyance
or fraudulent transfer or similar laws affecting creditors
generally.
Ranking
The original notes are and the exchange notes will be unsecured
obligations of Cooper US and rank and will rank equally in
right of payment with all of the unsecured and unsubordinated
debt of Cooper US. Each guarantee is and will be a joint and
several unsecured obligation of the respective Guarantor,
ranking equally in right of payment with each of the respective
Guarantors unsecured and unsubordinated debt. Under the
circumstances described below under Certain
Covenants Covenants Limiting Secured
Indebtedness, Cooper US may be required to secure the
notes and a Guarantor may be required to secure its guarantee.
The notes and the guarantees are and will be effectively
subordinated to any secured indebtedness of Cooper US or any of
the Guarantors, as the case may be, to the extent of the value
of the assets securing such indebtedness, unless the notes or
the guarantees are also secured by these assets. The indenture
restricts the ability of Cooper Parent and its Restricted
Subsidiaries to incur secured debt. See Certain
Covenants Covenant Limiting Secured
Indebtedness below.
Cooper US and Cooper Parent conduct their operations through
subsidiaries, which generate virtually all of their respective
operating income and cash flow. As a result, distributions or
advances from subsidiaries of Cooper US and Cooper Parent are a
major source of funds necessary for Cooper US and Cooper Parent
to meet their respective debt service and other obligations.
Contractual provisions, laws or regulations, as well as a
subsidiarys financial condition and operating
requirements, may limit the ability of Cooper US to obtain cash
required to pay its debt service obligations, including payments
on the notes, or the ability of Cooper Parent to satisfy its
payment obligations under its guarantee. The notes and the
guarantees are and will be structurally subordinated to all
obligations of any nonguaranteeing subsidiaries of Cooper
Parent. This means that holders of the notes and the guarantees
have and will have a junior position to the assets and earnings
of such nonguaranteeing subsidiaries. As of December 31,
2005, nonguaranteeing subsidiaries of Cooper Parent had
$690.2 million of indebtedness outstanding.
Payment of Additional Amounts
If any taxes, assessments or other governmental charges are
imposed by the jurisdiction, other than the United States, where
Cooper Parent or a successor (a Payor) is organized
or otherwise considered to be
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a resident for tax purposes, any jurisdiction, other than the
United States, from or through which the Payor makes a payment
on the notes, or, in each case, any political organization or
governmental authority in such jurisdiction having the power to
tax (the Relevant Tax Jurisdiction) in respect of
any payments under the notes, the Payor will pay to each holder
of notes, to the extent it may lawfully do so, such additional
amounts (Additional Amounts) as may be necessary in
order that the net amounts paid to such holder will be not less
than the amount specified in such notes to which such holder is
entitled; provided, however, the Payor will not be
required to make any payment of Additional Amounts for or on
account of:
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any tax, assessment or other governmental charge which would not
have been imposed but for (a) the existence of any present
or former connection between such holder (or between a
fiduciary, settlor, beneficiary, member or shareholder of, or
possessor of a power over, such holder, if such holder is an
estate, trust, partnership, limited liability company or
corporation) and the Relevant Tax Jurisdiction including,
without limitation, such holder (or such fiduciary, settlor,
beneficiary, member, shareholder or possessor) being or having
been a citizen or resident of the Relevant Tax Jurisdiction or
being or having been present or engaged in trade or business
therein or having or having had a permanent establishment in the
Relevant Tax Jurisdiction or (b) the presentation of notes
(where presentation is required) for payment on a date more than
30 days after (x) the date on which such payment
became due and payable or (y) the date on which payment
thereof is duly provided for, whichever occurs later; |
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any estate, inheritance, gift, sales, transfer, personal
property or similar tax, assessment or other governmental charge; |
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any tax, assessment or other governmental charge which is
payable otherwise than by withholding from payment of (or in
respect of) principal of, or any interest on, the notes; |
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any tax, assessment or other governmental charge that is imposed
or withheld by reason of the failure by the holder or the
beneficial owner of the notes to comply with a request of the
Payor addressed to the holder to provide information, documents
or other evidence concerning the nationality, residence or
identity of the holder or such beneficial owner which is
required by a statute, treaty, regulation or administrative
practice of the taxing jurisdiction as a precondition to
exemption from all or part of such tax, assessment or other
governmental charge; or |
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any combination of the above; |
nor will Additional Amounts be paid with respect to any payment
of the principal of, or interest on, the notes to any holder who
is a fiduciary or partnership or limited liability company or
other than the sole beneficial owner of such payment to the
extent such payment would be required by the laws of the
Relevant Tax Jurisdiction to be included in the income for tax
purposes of a beneficiary or settlor with respect to such
fiduciary or a member of such partnership, limited liability
company or beneficial owner who would not have been entitled to
such Additional Amounts had it been the holder of such notes.
The Payor will provide the trustee with the official
acknowledgment of the Relevant Tax Authority (or, if the
acknowledgment is not available, a certified copy of the
acknowledgement) evidencing the payment of the withholding taxes
by the Payor. Copies of such documentation will be made
available to the holders of the notes or the paying agent, as
applicable, upon request.
All references in this prospectus to principal of, and interest
on, the notes will include any Additional Amounts payable by the
Payor in respect of such principal and such interest.
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Optional Redemption
Cooper US may redeem the notes in whole at any time or in part
from time to time, at its option, at a redemption price equal to
the greater of:
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100% of the principal amount of the notes to be redeemed, or |
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the sum of the present values of the remaining scheduled
payments of principal and interest (excluding interest accrued
to the redemption date) on the notes discounted to the date of
redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the applicable Treasury
Rate plus 15 basis points, |
plus, in each case, accrued and unpaid interest on the principal
amount being redeemed to the redemption date.
Treasury Rate means, with respect to any
redemption date, (1) the yield, under the heading which
represents the average for the immediately preceding week,
appearing in the most recently published statistical release
designated H.15(519) or any successor publication
which is published weekly by the Board of Governors of the
Federal Reserve System and which establishes yields on actively
traded United States Treasury securities adjusted to constant
maturity under the caption Treasury Constant
Maturities, for the maturity corresponding to the
Comparable Treasury Issue (if no maturity is within three months
before or after the remaining term of the notes to be redeemed,
yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue will be
determined and the Treasury Rate will be interpolated or
extrapolated from such yields on a straight line basis, rounding
to the nearest month) or (2) if such release (or any
successor release) is not published during the week preceding
the calculation date or does not contain such yields, the rate
per year equal to the semi-annual equivalent yield-to-maturity
of the Comparable Treasury Issue, calculated using a price for
the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for
such redemption date. The Treasury Rate will be calculated on
the third Business Day preceding the redemption date.
Business Day means any calendar day that is
not a Saturday, Sunday or legal holiday in New York, New York,
and on which commercial banks are open for business in New York,
New York.
Comparable Treasury Issue means the United
States Treasury security selected by an Independent Investment
Banker as having a maturity comparable to the remaining term of
the notes to be redeemed.
Comparable Treasury Price means (1) the
average of five Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest
Reference Treasury Dealer Quotations, or (2) if the
Independent Investment Banker obtains fewer than five such
Reference Treasury Dealer Quotations, the average of all such
quotations.
Independent Investment Banker means either
Banc of America Securities LLC or Citigroup Global Markets Inc.,
and their respective successors, or, if both firms are unwilling
or unable to select the Comparable Treasury Issue, an
independent investment banking institution of national standing
appointed by the trustee after consultation with us.
Reference Treasury Dealer means (1) each
of Banc of America Securities LLC and Citigroup Global Markets
Inc., or their respective successors; provided, however, that if
any of the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City, which
we refer to as a Primary Treasury Dealer, we will
substitute another Primary Treasury Dealer and (2) any
three other Primary Treasury Dealers selected by the Independent
Investment Banker after consultation with us.
Reference Treasury Dealer Quotations means,
with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the Independent
Investment Banker, of the bid and asked
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prices for the Comparable Treasury Issue (expressed in each case
as a percentage of its principal amount) quoted in writing to
the Independent Investment Banker at 5:00 p.m., New York
City time, on the third Business Day preceding such redemption
date.
Holders of notes to be redeemed will be sent a redemption notice
by first-class mail at least 30 and not more than 60 days
before the date fixed for redemption. If fewer than all of the
notes are to be redeemed, the trustee will select, not more than
60 days and not less than 30 days before the
redemption date, the particular notes or portions of the notes
for redemption from the outstanding notes not previously called
by such method as the trustee deems fair and appropriate. Unless
we default in payment of the redemption price, on and after the
redemption date, interest will cease to accrue on the notes or
portions of the notes called for redemption.
Redemption for Changes in Withholding Taxes
Cooper US will be entitled to redeem the notes, at its option,
at any time as a whole but not in part, upon not less than 30
nor more than 60 days notice, at 100% of the
principal amount of the notes, plus accrued and unpaid interest
(if any) to the date of redemption (subject to the right of
holders of record on the relevant record date to receive
interest due on the relevant interest payment date), in the
event that the Payor has become or would become obligated to
pay, on the next date on which any amount would be payable with
respect to the notes, any Additional Amounts as a result of:
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a change in or an amendment to the laws (including any
regulations promulgated under such laws) of a taxing
jurisdiction, which change or amendment is announced after the
date of the offering memorandum used in connection with the
issuance of the original notes; or |
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any change in or amendment to any official position regarding
the application or interpretation of such laws or regulations,
which change or amendment is announced after the date of the
offering memorandum used in connection with the issuance of the
original notes, |
and, in each case, the Payor cannot avoid such obligation by
taking reasonable measures available to it.
Before Cooper US publishes or mails any notice of redemption of
the notes as described above, it will deliver to the trustee an
officers certificate to the effect that Payor cannot avoid
its obligation to pay Additional Amounts by taking reasonable
measures available to it and an opinion of independent legal
counsel of recognized standing stating that the Payor would be
obligated to pay Additional Amounts as a result of a change in
tax laws or regulations or the application or interpretation of
such laws or regulations.
Sinking Fund
The original notes do not and the exchange notes will not have
the benefit of any sinking fund.
Certain Covenants
The indenture contains certain covenants, including, among
others, those described below. Except as set forth below,
neither Cooper US nor any Guarantor is restricted by the
indenture from incurring any type of indebtedness or other
obligation, from paying dividends or making distributions on its
capital stock or purchasing or redeeming its capital stock. In
addition, the indenture does not contain any provisions that
would require Cooper US to repurchase or redeem or otherwise
modify the terms of the notes upon a change in control or other
events involving Cooper US or any Guarantor that may adversely
affect the creditworthiness of the notes.
Covenant Limiting Secured Indebtedness. Neither Cooper
Parent nor any Restricted Subsidiary may create, assume,
guarantee, or incur any Secured Indebtedness without in any such
case effectively providing
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concurrently with the creation, assumption, guarantee or
incurrence of any such Secured Indebtedness that the notes shall
be secured equally and ratably with (or, at the option of Cooper
Parent, prior to) such Secured Indebtedness but only for so long
and during such time as (i) such Secured Indebtedness shall
exist and be secured by a Lien and (ii) the aggregate of
all Secured Indebtedness not secured solely by Liens described
in the bullet points below and all Attributable Debt (with some
exceptions) would not exceed 15% of Consolidated Tangible
Assets. However, this limitation does not apply to the following
types of Secured Indebtedness:
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Liens on property (including shares or Indebtedness) which is
not a Principal Property; |
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Liens on property (including shares or Indebtedness) of any
corporation existing at the time the corporation becomes a
Restricted Subsidiary; |
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Liens on property (including shares or Indebtedness) existing at
the time of acquisition of the property by Cooper Parent or a
Restricted Subsidiary; |
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Liens to secure the payment of all or any part of the purchase
price of property (including shares or Indebtedness) created
upon the acquisition of such property by Cooper Parent or a
Restricted Subsidiary, and Liens to secure any Secured
Indebtedness incurred by Cooper Parent or a Restricted
Subsidiary prior to, at the time of, or within one year after
the later of the acquisition, the completion of construction
(including any improvements, alterations or repairs to existing
property) or the commencement of commercial operation of the
property, which Secured Indebtedness is incurred for the purpose
of financing all or any part of the purchase price or
construction of improvements, alterations or repairs; |
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Liens securing Secured Indebtedness of any Restricted Subsidiary
owing to Cooper Parent or to another Restricted Subsidiary; |
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Liens on property of a corporation existing at the time the
corporation is merged or consolidated with Cooper Parent or a
Restricted Subsidiary or at the time of a sale, lease or other
disposition of the properties of a corporation as an entirety or
substantially as an entirety to Cooper Parent or a Restricted
Subsidiary; |
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Liens on property of Cooper Parent or a Restricted Subsidiary in
favor of governmental authorities or any trustee or mortgagee
acting on behalf, or for the benefit, of any governmental
authorities to secure partial, progress, advance or other
payments pursuant to any contract or statute or to secure any
Indebtedness incurred for the purpose of financing all or any
part of the purchase price or the cost of construction of the
property subject to the Liens, and any other Liens incurred or
assumed in connection with the issuance of industrial revenue
bonds or private activity bonds the interest of which is exempt
from federal income taxation under Section 103(b) of the
Internal Revenue Code; |
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Liens existing on the first date on which a debt security is
authenticated by the trustee under the indenture; and |
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certain extensions, renewals or replacements of any Lien
referred to in the above list. |
Covenant Limiting Sale and Leaseback Transactions.
Neither Cooper Parent nor any Restricted Subsidiary may
enter into any Sale and Leaseback Transaction covering any
Principal Property of a Restricted Subsidiary, unless:
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(A) |
the sum of the following does not exceed 15% of Consolidated
Tangible Assets: |
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(1) |
the Attributable Debt outstanding pursuant to such Sale and
Leaseback Transactions; |
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(2) |
all Attributable Debt outstanding pursuant to all other Sale and
Leaseback Transactions entered into by Cooper Parent or any
Restricted Subsidiary after the first date on which a |
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debt security is authenticated by the trustee under the
indenture, except for Sale and Leaseback Transactions of a
Restricted Subsidiary entered into prior to becoming a
Restricted Subsidiary; and |
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(3) |
the aggregate amount of all Secured Indebtedness, except Secured
Indebtedness permitted under Covenant Limiting
Secured Indebtedness above; or |
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an amount equal to the greater of the following is applied to
retirement of Funded Debt within one year after the consummation
of such Sale and Leaseback Transaction: |
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(1) |
the net proceeds to Cooper Parent or Restricted Subsidiary
pursuant to the Sale and Leaseback Transaction, or |
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(2) |
the fair market value of the property so leased as determined by
the Board of Directors of Cooper Parent (in the case of clause
(1) or (2), after repayment of, or otherwise taking into
account, as the case may be, the amount of any Secured
Indebtedness secured by a Lien encumbering the property which
Secured Indebtedness existed immediately prior to the Sale and
Leaseback Transaction). |
However, this limitation does not apply to any Sale and
Leaseback Transaction:
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entered into in connection with the issuance of industrial
revenue or private activity bonds the interest of which is
exempt from federal income taxation under Section 103(b) of
the Internal Revenue Code; |
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if Cooper Parent or a Restricted Subsidiary applies an amount
equal to the net proceeds, after repayment of any Secured
Indebtedness secured by a Lien encumbering the Principal
Property which Secured Indebtedness existed immediately before
the Sale and Leaseback Transaction, of the sale or transfer of
the Principal Property leased in the Sale and Leaseback
Transaction to investment in another Principal Property within
one year before or after the sale or transfer; |
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entered into by a corporation prior to the date such corporation
became a Restricted Subsidiary; or |
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entered into by a corporation prior to the time such corporation
was merged or consolidated with Cooper Parent or a Restricted
Subsidiary or prior to the time of a sale, lease or other
disposition of the properties of such corporation as an entirety
or substantially as an entirety to Cooper Parent or a Restricted
Subsidiary. |
Certain Definitions. Certain terms used in this
description are defined in the indenture as follows:
Attributable Debt means the present value
(discounted in accordance with a method of discounting which for
financial reporting purposes is consistent with generally
accepted accounting principles) of the rental payments during
the remaining term of any Sale and Leaseback Transaction for
which the lessee is obligated (including any period for which
such lease has been extended), such rental payments not to
include amounts payable by the lessee for maintenance and
repairs, insurance, taxes, assessments and similar charges and
for contingent rents (such as those based on sales). In case of
any Sale and Leaseback Transaction that is terminable by the
lessee upon the payment of a penalty, such rental payments shall
also include such penalty, but no rent shall be considered as
required to be paid under such lease subsequent to the first
date upon which it may be so terminated.
Board of Directors means the Board of
Directors of Cooper US or a Guarantor, or any committee of such
Board of Directors, or any committee of officers of such
corporation, duly authorized to take any action under the
indenture.
Consolidated Tangible Assets means, as of any
date, the total amount of assets of Cooper Parent and its
Subsidiaries on a consolidated basis at the end of the fiscal
quarter immediately preceding that date,
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as determined under generally accepted accounting principles,
less: (a) Intangible Assets and (b) appropriate
adjustments on account of minority interests of other persons
holding equity investments in Subsidiaries, in the case of each
of clauses (a) and (b) above as reflected on the
consolidated balance sheet of Cooper Parent and its Subsidiaries
as of the end of the fiscal quarter immediately preceding that
date.
Funded Debt means:
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any Indebtedness maturing by its terms more than one year from
the date of its issuance, including any Indebtedness renewable
or extendible at the option of the obligor to a date later than
one year from the date of its original issuance, excluding any
portion of Indebtedness which is included in current
liabilities; and |
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any Indebtedness which may be payable from the proceeds of
Funded Debt as defined above under the terms of the Funded Debt. |
Indebtedness of any corporation means all
indebtedness for money borrowed which is created, assumed,
incurred or guaranteed in any manner by such corporation or for
which such corporation is otherwise responsible or liable.
Intangible Assets means all goodwill,
patents, trademarks, service marks, trade names, copyrights, and
all other items that would be treated as intangibles on the
consolidated balance sheet of Cooper Parent and its Subsidiaries
prepared under generally accepted accounting principles.
Lien means any mortgage, pledge, security
interest, lien, charge or other encumbrance.
Principal Property means:
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any manufacturing plant located in the continental United
States, or manufacturing equipment located in any such
manufacturing plant (together with the land on which such plant
is erected and fixtures comprising a part of such plant), owned
or leased on the first date on which a debt security is
authenticated by the trustee or thereafter acquired or leased by
Cooper Parent or any Restricted Subsidiary, other than
(a) any property that the Board of Directors of Cooper
Parent determines is not of material importance to the total
business conducted, or assets owned, by Cooper Parent and its
Subsidiaries, as an entirety; or (b) any portion of any
such property that the Board of Directors of Cooper Parent
determines not to be of material importance to the use or
operation of such property; and |
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any shares or Indebtedness issued by any Restricted Subsidiary. |
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Manufacturing plant does not include any plant owned
or leased jointly or in common with one or more persons other
than Cooper Parent and its Restricted Subsidiaries in which the
aggregate interest of Cooper Parent and its Restricted
Subsidiaries does not exceed 50%. Manufacturing
equipment means manufacturing equipment in such
manufacturing plants used directly in the production of Cooper
Parents or any Restricted Subsidiarys products and
does not include office equipment, computer equipment, rolling
stock and other equipment not directly used in the production of
Cooper Parents or any Restricted Subsidiarys
products. |
Restricted Subsidiary means Cooper US, Inc.,
the subsidiary guarantors and any other Subsidiary substantially
all the property of which is located within the continental
United States, other than:
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a Subsidiary primarily engaged in financing, including, without
limitation, lending on the security of, purchasing or
discounting (with or without recourse) receivables, leases,
obligations or other claims arising from or in connection with
the purchase or sale of products or services; |
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a Subsidiary primarily engaged in leasing or insurance; |
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a Subsidiary included in the Tools segment; or |
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a Subsidiary primarily engaged in financing Cooper Parents
or any Restricted Subsidiarys operations outside the
continental United States. |
Sale and Leaseback Transaction means any
arrangement with any person providing for the leasing by Cooper
Parent or any Restricted Subsidiary of any Principal Property of
Cooper Parent or any Restricted Subsidiary whether the Principal
Property is now owned or hereafter acquired, which Principal
Property has been or is to be sold or transferred by Cooper
Parent or the Restricted Subsidiary to such person. However, the
following shall not be Sale and Leaseback Transactions:
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leases for a term of not more than three years; |
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leases between Cooper Parent and a Restricted Subsidiary or
between Restricted Subsidiaries; and |
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leases of property executed prior to, at the time of, or within
one year after the later of, the acquisition, the completion of
construction, including any improvements or alterations on real
property, or the commencement of commercial operation, of the
property. |
Secured Indebtedness of any corporation means
Indebtedness secured by any Lien upon property (including shares
or Indebtedness issued by any Restricted Subsidiary) owned by
Cooper Parent or any Restricted Subsidiary.
Subsidiary means any corporation a majority
of the voting shares of which are at the time owned or
controlled, directly or indirectly, by Cooper Parent or by one
or more Subsidiaries and which is consolidated in Cooper
Parents latest consolidated financial statements filed
with the SEC or provided generally to Cooper Parents
shareholders.
Merger, Consolidation or Sale of Assets
Cooper US may not merge into or consolidate with or convey or
transfer its properties and assets substantially as an entirety
to any person unless:
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the successor entity is a corporation organized and existing
under the laws of the United States of America or any state or
the District of Columbia; |
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the successor corporation assumes by supplemental indenture all
of the obligations of Cooper US under the indenture; and |
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immediately after giving effect to the transaction, no event of
default, and no event which, after notice or lapse of time, or
both, would become an event of default, has occurred and is
continuing. |
Cooper Parent may not merge into or consolidate with or convey
or transfer its properties substantially as an entirety to any
person unless:
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the successor corporation assumes by supplemental indenture all
of Cooper Parents obligations as a Guarantor under the
indenture; and |
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immediately after giving effect to the transaction, no event of
default, and no event which, after notice or lapse of time, or
both, would become an event of default, has occurred and is
continuing. |
A subsidiary guarantor may merge into or consolidate with or
convey or transfer its assets substantially as an entirety to
Cooper Parent or another Subsidiary if the successor corporation
assumes by supplemental indenture all of such subsidiary
guarantors obligations as a Guarantor under the indenture.
Upon the occurrence of these events, such subsidiary guarantor
shall be discharged from liability under the indenture and the
guarantee. Such subsidiary guarantor shall also be discharged
from liability if it ceases to
24
be a Subsidiary or merges into, consolidates with or transfers
its assets to a party other than Cooper Parent or another
Subsidiary.
Events of Default
The following are events of default under the indenture:
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default for 30 days in payment of any interest installment
when due; |
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default in the payment of principal of any of the notes when due
at its stated maturity, when called for redemption, by
declaration or otherwise; |
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default in the performance of any other covenant in the
indenture with respect to the notes for 90 days after
notice to Cooper US and the Guarantors by the trustee or by
holders of 25% in principal amount of the outstanding notes; |
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the guarantee of the notes by Cooper Parent ceases to be, or is
asserted in writing by Cooper US or Cooper Parent not to be, in
full force and effect or enforceable in accordance with its
terms (except as contemplated or permitted by the terms of the
guarantee or the indenture); and |
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certain events of bankruptcy, insolvency and reorganization
involving Cooper US or Cooper Parent. |
If an event of default described above, except an event of
default described in the last bullet above, occurs and is
continuing, either the trustee or the holders of not less than
25% in total principal amount of the notes then outstanding may
declare the principal of all outstanding notes and the related
accrued interest to be due and payable immediately. If an event
of default described in the last bullet above occurs, the
principal of all outstanding notes and the related accrued
interest shall automatically become due and payable immediately.
In some cases, the holders of a majority in principal amount of
the outstanding notes may on behalf of the holders of all notes
waive any past default or event of default for the notes or
compliance with some provisions of the indenture, except, among
other things, an uncured default in payment of principal or
interest on any of the notes.
The trustee must, within 90 days after the occurrence of an
event of default, without regard to any grace period or notice
requirement, give to the holders of the notes notice of all
uncured and unwaived defaults known to it. Except in the case of
default in the payment of principal of or interest on any of the
notes, the trustee will be protected in withholding the notice
if it in good faith determines that the withholding of the
notice is in the interest of the holders of the notes. The
trustee is entitled to be indemnified by the holders of notes
before proceeding to exercise any right or power under the
indenture at the request of holders of the notes. The
trustees right to indemnification is subject to the duty
of the trustee to act with the required standard of care.
Subject to the provisions of the indenture, the holders of a
majority in principal amount of the outstanding notes may direct
the time, method and place of conducting proceedings for
remedies available to the trustee exercising any trust or power
conferred on the trustee. Cooper US and Cooper Parent must file
annually with the trustee a certificate of no default or
specifying any default that exists.
25
Amendments and Waivers
Cooper US, the Guarantors and the trustee may, without the
consent of any holders of notes, enter into supplemental
indentures for, among others, the purposes of:
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adding to the covenants of Cooper US or the Guarantors; |
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adding additional events of default; |
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curing ambiguities or inconsistencies in the indenture; or |
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making any other provisions about matters or questions arising
under the indenture if the action does not adversely affect the
interests of the holders of any affected notes. |
Cooper US, the Guarantors and the trustee may, with the consent
of the holders of a majority in principal amount of the notes to
be affected, execute supplemental indentures adding any
provisions to or changing or eliminating any of the provisions
of the indenture or the notes or modifying any of the rights of
the holders of the notes to be affected. However, no
supplemental indenture may, without the consent of each holder
of notes to be affected, among other things:
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change the fixed maturity of the notes; |
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reduce the principal amount of the notes; |
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reduce the rate or extend the time of payment of interest on the
notes; |
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change the redemption provisions in any manner that would be
adverse to any holder or adversely affect the right of repayment
at the option of any holder; |
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change the coin or currency in which the principal of or
interest with respect to the notes are payable; |
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impair the right to institute suit for the enforcement of any
payment on or after the stated maturity of the notes or, in the
case of redemption, on or after the redemption date; |
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reduce the percentage of holders of notes required to consent to
any supplemental indentures; |
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modify any of the provisions regarding the waiver of past
defaults and the waiver of specified covenants by the holders of
notes; or |
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modify any of the above provisions. |
Defeasance
Cooper US may at its option (a) be discharged from any and
all obligations of the notes, except in each case for some
obligations to register the transfer or exchange of the notes,
replace stolen, lost or mutilated notes, maintain paying
agencies and hold moneys for payment in trust, or (b) be
released from some restrictive covenants of the indenture,
including those described above under Certain
Covenants, and will not be limited by any restrictions on
merger, consolidation or sales of assets, in each case if Cooper
US takes the following actions while no event of default is
continuing with respect to payments due under the notes or
certain events of bankruptcy, insolvency or reorganization of
Cooper US or Cooper Parent:
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deposits with the trustee, in trust, money, U.S. Government
Obligations or Eligible Obligations or any combination of these
that through the payment of interest and principal under their
terms, will provide money in an amount sufficient to pay all the
principal of and interest on the notes on the dates the payments
are due under the terms of the series; and |
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provides to the trustee an opinion of counsel or a ruling from,
or published by, the Internal Revenue Service, that holders of
the notes will not recognize income, gain or loss for federal
income tax purposes from Cooper USs exercise of its option
and will be required to pay federal income tax on the same
amount and in the same manner and at the same times as would
have been the case if the option had not been exercised. |
In addition, Cooper US can also obtain a discharge under the
indenture with respect to the notes by depositing with the
trustee, in trust, funds sufficient to pay at maturity or upon
redemption all of the notes, provided that all of the notes are
by their terms to become due and payable within one year. No
opinion of counsel or ruling from the Internal Revenue Service
is required in this case.
U.S. Government Obligations means generally
(a) direct obligations of the United States of America for
the payment of which its full faith and credit is pledged or
(b) obligations of a person controlled or supervised by and
acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United
States of America, which, in either case, are not callable or
redeemable at the option of the issuer of the obligations.
Eligible Obligations means obligations which,
when deposited, cause the notes to be rated in the highest
generic long-term debt rating category assigned to legally
defeased debt by one or more nationally recognized rating
agencies.
If there is any discharge of the notes under the terms of the
indenture described above, the holders of the discharged notes
will be able to look solely to the trust fund, and not to Cooper
US or the Guarantors, for payments of principal and any interest.
The Trustee
JPMorgan Chase Bank, N.A. is the trustee under the indenture and
was appointed by Cooper US as registrar and paying agent with
regard to the notes. The trustee maintains the register with
respect to the transfer of the notes, and a holder interested in
exchanging notes for other denominations should contact the
trustee. All payments on the notes will be made as described
under Same-Day Settlement and Payment. From time to
time, we maintain deposit accounts and conduct other banking
transactions with the trustee in the ordinary course of
business. JPMorgan Chase Bank, N.A. also serves as trustee for
certain of our other senior unsecured debt obligations.
Governing Law
The indenture provides that it, the notes and the guarantees are
governed by, and construed in accordance with, the laws of the
State of New York.
Book Entry, Delivery and Form
The original notes were offered and sold to qualified
institutional buyers in reliance on Rule 144A
(Rule 144A Notes). Notes also may have been
transferred in offshore transactions in reliance on
Regulation S (Regulation S Notes). Except
as set forth below, exchange notes will be issued in registered,
global form in minimum denominations of $1,000 and integral
multiples of $1,000.
Rule 144A Notes initially were represented by one or more
temporary global notes in registered form without interest
coupons (collectively, the Rule 144A Global
Notes). Regulation S Notes initially would have been
represented by one or more temporary global notes in registered
form without interest coupons (collectively, the
Regulation S Global Notes).
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The exchange notes initially will be represented by one or more
notes in registered, global form without interest coupons
(collectively, the Exchange Global Notes and,
together with the Rule 144A Global Notes and the
Regulation S Global Notes, the Global Notes).
The Rule 144A Global Notes and the Regulation S Global
Notes were, and the Exchange Global Notes will be, deposited
upon issuance with the trustee as custodian for The Depository
Trust Company (DTC), in New York, New York, and
registered in the name of DTC or its nominee, in each case for
credit to an account of a direct or indirect participant in DTC
as described below. Beneficial interests in the Rule 144A
Global Notes may not be exchanged for beneficial interests in
the Regulation S Global Notes at any time except in the
limited circumstances described below. See Exchanges
Between Rule 144A Notes and Regulation S Notes.
Except as set forth below, the Global Notes may be transferred,
in whole and not in part, only to another nominee of DTC or to a
successor of DTC or its nominee. Beneficial interests in the
Global Notes may not be exchanged for notes in certificated form
except in the limited circumstances described below. See
Exchange of Global Notes for Certificated Notes.
Except in the limited circumstances described below, owners of
beneficial interests in the Global Notes will not be entitled to
receive physical delivery of notes in certificated form.
Rule 144A Notes (including beneficial interests in the
Rule 144A Global Notes) are subject to certain restrictions
on transfer and bear a restrictive legend. Regulation S
Notes also bear a restrictive legend. In addition, transfers of
beneficial interests in the Global Notes are subject to the
applicable rules and procedures of DTC and its direct or
indirect participants (including, if applicable, those of
Clearstream Banking, sociéte anonyme (Clearstream,
Luxembourg) and Euroclear system (Euroclear)),
which may change from time to time.
Depository Procedures
The following description of the operations and procedures of
DTC, Clearstream, Luxembourg and Euroclear are provided solely
as a matter of convenience. These operations and procedures are
solely within the control of the respective settlement systems
and are subject to changes by them from time to time. Neither we
nor the initial purchasers take any responsibility for these
operations and procedures and investors are urged to contact the
system or their participants directly to discuss these matters.
DTC has advised us that it is:
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a limited-purpose trust company organized under the laws of the
State of New York; |
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a banking organization within the meaning of the New
York Banking Law; |
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a member of the Federal Reserve System; |
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a clearing corporation within the meaning of the New
York Uniform Commercial Code, as amended; and |
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a clearing agency registered pursuant to
Section 17A of the Securities Exchange Act of 1934. |
DTC was created to hold securities for its participants and to
facilitate the clearance and settlement of securities
transactions between participants through electronic book-entry
changes to the accounts of its participants, thereby eliminating
the need for physical transfer and delivery of certificates.
DTCs participants include securities brokers and dealers,
banks and trust companies, clearing corporations and certain
other organizations. Indirect access to DTCs system is
also available to other entities such as banks, brokers, dealers
and trust companies, which we refer to collectively as the
indirect participants, that clear through or
maintain a custodial relationship with a participant either
directly or indirectly. Investors who are not
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participants may beneficially own securities held by or on
behalf of DTC only through participants or indirect participants.
DTC also has advised us that, pursuant to procedures established
by DTC:
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upon deposit of each Global Note, DTC credits, on its book-entry
registration and transfer system, the accounts of participants
with an interest in the Global Note; and |
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ownership of beneficial interests in the Global Notes is shown
on, and the transfer of ownership of beneficial interests in the
Global Notes is effected only through, records maintained by DTC
(with respect to the interests of participants) and the
participants and the indirect participants (with respect to the
interests of persons other than participants). |
Investors in the Rule 144A Global Notes who are
participants in DTCs system may hold their interests in
such Rule 144A Global Notes directly through DTC. Investors
in the Rule 144A Global Notes who are not participants may
hold their interests indirectly through organizations (including
Clearstream, Luxembourg and Euroclear) which are participants in
such system. Investors in the Regulation S Global Notes
initially would have had to hold their interests through
Clearstream, Luxembourg and Euroclear, if they were participants
in such systems, or indirectly through organizations that are
participants in such systems. After the expiration of 40 days
after the closing of the offering of the original notes (the
Restricted Period), investors may also have held
interests in the Regulation S Global Notes through
participants in the DTC system other than Clearstream,
Luxembourg and Euroclear. Clearstream, Luxembourg and Euroclear
hold interests in any Regulation S Global Notes on behalf
of their participants through customers securities
accounts in their respective names on the books of their
respective depositories, which are Citibank, N.A., as operator
of Clearstream, Luxembourg and Morgan Guaranty
Trust Company of New York, Brussels office, as operator of
Euroclear, and all interests in a Global Note, including those
held through Clearstream, Luxembourg and Euroclear, may be
subject to the procedures and requirements of DTC. Those
interests held through Clearstream, Luxembourg and Euroclear may
also be subject to the procedures and requirements of such
systems.
The laws of some jurisdictions may require that some purchasers
of securities take physical delivery of those securities in
definitive form. Accordingly, the ability to transfer beneficial
interests in the notes represented by a Global Note to those
persons may be limited. In addition, because DTC can act only on
behalf of its participants, who in turn act on behalf of persons
who hold interests through participants, the ability of a person
holding a beneficial interest in a Global Note to pledge or
transfer that interest to persons or entities that do not
participate in DTCs system, or to otherwise take actions
in respect of that interest, may be affected by the lack of a
physical security in respect of that interest.
So long as DTC or its nominee is the registered owner of a
Global Note, DTC or that nominee, as the case may be, will be
considered the sole legal owner or holder of the notes
represented by that Global Note for all purposes of the notes
and the indenture. Except as provided below, owners of
beneficial interests in a Global Note will not be entitled to
have the notes represented by that Global Note registered in
their names, will not receive or be entitled to receive physical
delivery of certificated notes and will not be considered the
owners or holders of the notes represented by that beneficial
interest under the indenture for any purpose, including with
respect to the giving of any direction, instruction or approval
to the trustee. Accordingly, each holder owning a beneficial
interest in a Global Note must rely on the procedures of DTC
and, if that holder is not a participant or an indirect
participant, on the procedures of the participant through which
that holder owns its interest, to exercise any rights of a
holder of notes under the indenture or that Global Note. We
understand that under existing industry practice, in the event
that we request any action of holders of notes, or a holder that
is an owner of a beneficial interest in a Global Note desires to
take any action that DTC, as the holder of that Global Note, is
entitled to take, DTC would authorize the participants to take
that action and the participants would authorize holders owning
through those participants to take that
29
action or would otherwise act upon the instruction of those
holders. Neither we nor the trustee has or will have any
responsibility or liability for any aspect of the records
relating to or payments made on account of notes by DTC or for
maintaining, supervising or reviewing any records of DTC
relating to the notes.
Payments with respect to the principal of, and interest and
additional interest, if any, on a Global Note registered in the
name of DTC or its nominee will be payable to DTC in its
capacity as the registered holder of the Global Note under the
indenture. Under the terms of the indenture, we and the trustee
may treat the persons in whose names the notes, including the
Global Notes, are registered as the owners thereof for the
purpose of receiving payment thereon and for any and all other
purposes whatsoever. Accordingly, neither we nor the trustee has
or will have any responsibility or liability for the payment of
those amounts to owners of beneficial interests in a Global
Note. Payments by the participants and the indirect participants
to the owners of beneficial interests in a Global Note are
governed by standing instructions and customary industry
practice and are the responsibility of the participants and
indirect participants and not of DTC.
Transfers between participants in DTC are effected in accordance
with DTCs procedures and will be settled in same-day funds.
DTC has advised us that its current practice, upon receipt of
any payment in respect of securities such as the notes
(including principal and interest), is to credit the accounts of
the relevant participants with the payment on the payment date
unless DTC has reason to believe it will not receive payment on
such payment date. Each relevant participant is credited with an
amount proportionate to its beneficial ownership of an interest
in the principal amount of the relevant security as shown on the
records of DTC. Payments by the participants and the indirect
participants to the beneficial owners of notes are governed by
standing instructions and customary practices and are the
responsibility of the participants or the indirect participants
and not the responsibility of DTC, the trustee or us. Neither we
nor the trustee is or will be liable for any delay by DTC or any
of its participants in identifying the beneficial owners of the
notes, and we and the trustee may conclusively rely on and will
be protected in relying on instructions from DTC or its nominee
for all purposes.
Subject to the transfer restrictions applicable to the original
notes, transfers between participants in DTC will be effected in
accordance with DTCs procedures, and will be settled in
same-day funds, and transfers between participants in
Clearstream, Luxembourg and Euroclear will be effected in
accordance with their respective rules and operating procedures.
Subject to compliance with the transfer restrictions applicable
to the original notes, cross-market transfers between the
participants in DTC, on the one hand, and Clearstream,
Luxembourg and Euroclear participants, on the other hand, will
be effected through DTC in accordance with DTCs rules on
behalf of Clearstream, Luxembourg and Euroclear, as the case may
be, by its respective depository; however, such cross-market
transactions will require delivery of instructions to
Clearstream, Luxembourg and Euroclear, as the case may be, by
the counterparty in such system in accordance with the rules and
procedures and within the established deadlines (Brussels time)
of such system. Clearstream, Luxembourg and Euroclear, as the
case may be, will, if the transaction meets its settlement
requirements, deliver instructions to its respective depository
to take action to effect final settlement on its behalf by
delivering or receiving interests in the relevant Global Note in
DTC, and making or receiving payment in accordance with normal
procedures for same-day funds settlement applicable to DTC.
Clearstream participants and Euroclear participants may not
deliver instructions directly to the depositories for
Clearstream, Luxembourg and Euroclear.
DTC has advised us that it will take any action permitted to be
taken by a holder of notes only at the direction of one or more
participants to whose account DTC has credited the interests in
the Global Notes and only in respect of such portion of the
aggregate principal amount of the notes as to which such
participant or participants has or have given such direction.
However, if there is an event of default under the
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indenture, DTC reserves the right to exchange the Global Notes
for legended notes in certificated form, and to distribute such
notes to its participants.
Although DTC, Clearstream, Luxembourg and Euroclear have agreed
to the foregoing procedures to facilitate transfers of interests
in the Rule 144A Global Notes and the Regulation S
Global Notes among participants in DTC, Clearstream, Luxembourg
and Euroclear, they are under no obligation to perform or to
continue to perform such procedures and may discontinue such
procedures at any time. Neither we nor the trustee has or will
have any responsibility for the performance by DTC, Clearstream,
Luxembourg and Euroclear or their respective participants or
indirect participants of their respective obligations under the
rules and procedures governing their operations.
We obtained the information in this section and elsewhere in
this prospectus concerning DTC and its book-entry system from
sources that we believe are reliable, but we take no
responsibility for the accuracy of any of this information.
Exchange of Global Notes for Certificated Notes
We will issue certificated notes to each person that DTC
identifies as the beneficial owner of the notes represented by
the Global Notes upon surrender by DTC of the Global Notes only
if:
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DTC notifies us that it is no longer willing or able to act as a
depository for the Global Notes, and we have not appointed a
successor depository within 90 days of that notice; |
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an event of default has occurred and is continuing; or |
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we determine not to have the notes represented by Global Notes. |
Neither we nor the trustee will be liable for any delay by DTC,
its nominee or any direct or indirect participant in identifying
the beneficial owners of the related notes. We and the trustee
may conclusively rely on, and will be protected in relying on,
instructions from DTC or its nominee for all purposes, including
with respect to the registration and delivery, and the
respective principal amounts, of the notes to be issued in
certificated form.
Exchange of Certificated Notes for Global Notes
Certificated notes may not be exchanged for beneficial interests
in any Global Note unless the transferor first delivers to the
trustee a written certificate (as provided by the indenture) to
the effect that such transfer will comply with the appropriate
transfer restrictions applicable to such notes.
Exchanges Between Rule 144A Notes and
Regulation S Notes
Beneficial interests in a Rule 144A Global Note may be
transferred to a person who takes delivery in the form of an
interest in the Regulation S Global Note only if the
transferor first delivers to the trustee a written certificate
(in the form provided in the indenture) to the effect that such
transfer is being made in accordance with Rule 903 or 904
of Regulation S or Rule 144 (if available).
Transfers involving exchanges of beneficial interests between
the Regulation S Global Notes and the Rule 144A Global
Notes will be effected in DTC by means of an instruction
originated by the trustee through the DTC Deposit/ Withdraw at
Custodian system. Accordingly, in connection with any such
transfer, appropriate adjustments will be made to reflect a
decrease in the principal amount of the Regulation S Global
Note and a corresponding increase in the principal amount of the
Rule 144A Global Note or vice versa, as applicable. Any
beneficial interest in one of the Global Notes that is
transferred to a person who takes delivery in the form of an
interest in the other Global Note will, upon transfer, cease to
be an interest in such Global Note and will become an interest
in the other Global Note and, accordingly, will thereafter be
subject
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to all transfer restrictions and other procedures applicable to
beneficial interests in such other Global Note for so long as it
remains such an interest.
Same-Day Settlement and Payment
Cooper US will make payments in respect of the notes represented
by the Global Notes (including principal, interest and
additional interest, if any) by wire transfer of immediately
available funds to the trustee, unless Cooper US elects to make
interest payments to the accounts specified by the Global Note
holder. Cooper US will make all payments of principal, interest
and additional interest, if any, with respect to certificated
notes by wire transfer of immediately available funds to the
accounts specified by the holders of the certificated notes or,
if no such account is specified, by mailing a check to each such
holders registered address. To the extent that the notes
represented by the Global Notes trade in the PORTAL market and
in DTCs Same-Day Funds Settlement System, any permitted
secondary market trading activity in such notes will be required
by DTC to be settled in immediately available funds.
Because of time zone differences, the securities account of a
Clearstream, Luxembourg and Euroclear participant purchasing an
interest in a Global Note from a participant in DTC will be
credited, and any such crediting will be reported to the
relevant Clearstream, Luxembourg and Euroclear participant,
during the securities settlement processing day (which must be a
business day for Clearstream, Luxembourg and Euroclear)
immediately following the settlement date of DTC. DTC has
advised us that cash received in Clearstream, Luxembourg and
Euroclear as a result of sales of interests in a Global Note by
or through a Clearstream, Luxembourg and Euroclear participant
to a participant in DTC will be received with value on the
settlement date of DTC but will be available in the relevant
Clearstream, Luxembourg and Euroclear cash account only as of
the business day for Clearstream, Luxembourg and Euroclear
following DTCs settlement date.
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REGISTRATION RIGHTS; EXCHANGE OFFER
The following description is only a summary of the
registration rights agreement, a copy of which is available upon
request to us at the address set forth under Incorporation
of Certain Documents by Reference. We urge you to read the
registration rights agreement because it, and not this
description, defines your rights under the registration rights
agreement as holders of the original notes.
Cooper US, the Guarantors and the initial purchasers of the
original notes entered into the registration rights agreement in
connection with the issuance of the original notes. Under that
agreement, Cooper US and the Guarantors agreed to:
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file with the SEC on or before 120 days after the date of
issuance of the original notes a registration statement, which
we refer to as the exchange offer registration statement (of
which this prospectus is a part), relating to the exchange
notes; and |
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use their reasonable best efforts to cause the exchange offer
registration statement to be declared effective under the
Securities Act within 180 days after the date of issuance
of the original notes. Cooper US and the Guarantors agreed to
offer, as soon as practicable after the effectiveness of the
exchange offer registration statement, to the holders of
transfer restricted securities, as defined below, who are not
prohibited by any law or policy of the SEC from participating in
the exchange offer, the opportunity to exchange their transfer
restricted securities for a new series of notes, the exchange
notes, that are identical in all material respects to the
original notes, except that the exchange notes will not contain
transfer restrictions and will be registered under the
Securities Act. Cooper US and the Guarantors will keep the
exchange offer open for not less than 20 business days, or
longer if required by applicable law, after the date on which
notice of the exchange offer is mailed to the holders of the
original notes. |
If
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Cooper US and the Guarantors are not permitted to effect the
exchange offer because of any change in law or applicable
interpretations of the law by the staff of the SEC; |
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for any other reason the exchange offer is not consummated
within 220 days after the date of issuance of the original
notes; |
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any initial purchaser of the original notes so requests with
respect to the original notes held by the initial purchasers
that are not eligible to be exchanged for exchange notes in the
exchange offer; |
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any applicable law or interpretations do not permit any holder
of the original notes to participate in the exchange offer; or |
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any holder of the original notes that participates in the
exchange offer does not receive freely transferable exchange
notes in exchange for tendered notes, |
then Cooper US and the Guarantors will file as promptly as
practicable, but in no event more than the later of
120 days after the date of issuance of the original notes
or 45 days after so required or requested, with the SEC,
which we refer to as the shelf filing date, a shelf registration
statement to cover resales of transfer restricted securities by
those holders who satisfy various conditions relating to the
provision of information in connection with the shelf
registration statement.
For purposes of the above, transfer restricted
securities means each original note, until the earliest to
occur of:
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the date on which that original note has been exchanged for a
freely transferable exchange note in the exchange offer; |
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the date on which that original note has been effectively
registered under the Securities Act and disposed of in
accordance with the shelf registration statement; or |
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the date on which that original note is distributed to the
public pursuant to Rule 144 under the Securities Act or may
be sold under Rule 144(k) under the Securities Act. |
Cooper US and the Guarantors have agreed to use their reasonable
best efforts to have the exchange offer registration statement
or, if applicable, the shelf registration statement, declared
effective by the SEC as promptly as practicable after it is
filed. Unless the exchange offer would not be permitted by
policy of the SEC, Cooper US and the Guarantors have agreed to
commence the exchange offer and use their reasonable best
efforts to consummate the exchange offer as promptly as
practicable, but in any event no later than 220 days after
the date of issuance of the original notes. If applicable,
Cooper US and the Guarantors have agreed to use their reasonable
best efforts to keep the shelf registration statement effective
for a period ending on the earlier of two years after the date
of issuance of the original notes or the date all transfer
restricted securities become eligible for resale without volume
restrictions under Rule 144 under the Securities Act.
If any of the following events, each of which we refer to as a
registration default, occurs:
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the exchange offer registration statement is not filed with the
SEC on or before 120 days after the date of issuance of the
original notes or the shelf registration statement is not filed
with the SEC on or before the shelf filing date; |
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the exchange offer registration statement is not declared
effective within 180 days after the date of issuance of the
original notes or the shelf registration statement is not
declared effective within 180 days after such filing
obligation arises; |
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the exchange offer is not consummated on or before 220 days
after the date of issuance of the original notes; or |
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the shelf registration statement is filed and declared effective
by the date required but thereafter ceases to be effective, at
any time that Cooper US and the Guarantors are obligated to
maintain its effectiveness, or the related prospectus ceases to
be usable and such failure to remain effective or be usable
exists for more than 30 days (whether or not successive)
within any 12-month period, |
Cooper US will be obligated to pay additional interest to each
holder of transfer restricted securities, during the period of
one or more registration defaults, in an amount equal to 0.25%
per annum for the first 90-day period immediately following the
occurrence of the registration default regardless of the number
of registration defaults (and the rate will increase by an
additional 0.25% per annum with respect to the subsequent 90-day
period), until all registration defaults have been cured, up to
a maximum additional interest rate of 0.50% per annum. Any
additional interest will be paid on regular interest payment
dates. Additional interest only accrues during a registration
default.
The registration rights agreement also provides that we will:
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make available, for a period of 180 days after the
consummation of the exchange offer, a prospectus meeting the
requirements of the Securities Act to any broker-dealer for use
in connection with any resale of any exchange notes; and |
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pay all expenses incident to the exchange offer, including the
expense of one counsel to the holders of the original notes, and
will indemnify certain holders of the original notes, including
any broker-dealer, against some liabilities, including
liabilities under the Securities Act. |
A broker-dealer that delivers a prospectus to purchasers in
connection with resales of the exchange notes will be subject to
certain of the civil liability provisions under the Securities
Act and will be bound by the provisions of the registration
rights agreement, including indemnification rights and
obligations.
34
Each holder of original notes that wishes to exchange such notes
for exchange notes in the exchange offer is required to make
representations, including representations that:
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any exchange notes to be received by it will be acquired in the
ordinary course of its business; |
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it has no arrangement or understanding with any person to
participate in the distribution of the exchange notes; and |
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it is not an affiliate, as defined in Rule 405
under the Securities Act, of ours, or if it is an affiliate,
that it will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent
applicable. |
If the holder is not a broker-dealer, it is required to
represent that it is not engaged in, and does not intend to
engage in, the distribution of the exchange notes. If the holder
is a broker-dealer that will receive exchange notes for its own
account in exchange for original notes that were acquired as a
result of market-making activities or other trading activities,
it is required to acknowledge that it will deliver a prospectus
in connection with any resale of its exchange notes.
Holders of the original notes are required to make
representations to us, as described above, in order to
participate in the exchange offer. They will also be required to
deliver information to be used in connection with any shelf
registration statement in order to have their original notes
included in the shelf registration statement. A holder who sells
original notes pursuant to the shelf registration statement
generally will be required to be named as a selling
securityholder in the related prospectus and to deliver a
prospectus to purchasers, will be subject to certain of the
civil liability provisions under the Securities Act in
connection with these sales and will be bound by the provisions
of the exchange and registration rights agreement that are
applicable to such a holder, including indemnification
obligations.
For so long as the original notes are outstanding, we will
continue to provide to holders of such notes and to prospective
purchasers of such notes the information required by
Rule 144A(d)(4) under the Securities Act.
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CERTAIN TAX CONSEQUENCES
United States
The following summary describes, in the case of U.S. holders,
the material U.S. federal income tax consequences and, in the
case of non-U.S. holders, the material U.S. federal income and
estate tax consequences, of the acquisition, ownership and
disposition of the original notes and exchange notes, and of the
exchange of the original notes for the exchange notes pursuant
to the exchange offer, but does not purport to be a complete
analysis of all the potential tax considerations relating
thereto. We have based this summary on the provisions of the
Internal Revenue Code of 1986, as amended (the
Code), the applicable Treasury Regulations
promulgated or proposed thereunder, judicial authority and
current administrative rulings and practice, all of which are
subject to change, possibly on a retroactive basis, or to
different interpretation.
The following discusses only notes held as capital assets within
the meaning of Section 1221 of the Code. It does not
discuss all of the tax consequences that may be relevant to a
holder in light of that holders particular circumstances
or to holders subject to special rules, such as certain
financial institutions, insurance companies, dealers in
securities or foreign currencies, persons holding notes in
connection with a hedging transaction, straddle,
conversion transaction or other integrated transaction, persons
engaged in a trade or business in the United States or persons
who are former U.S. citizens or resident aliens who have ceased
to be United States citizens or to be taxes or resident aliens.
In addition, the following summary does not address all possible
tax consequences. In particular, except as specifically
provided, it does not discuss any estate, gift,
generation-skipping, transfer, state, local or foreign tax
consequences. Cooper US has not sought a ruling from the
Internal Revenue Service (the IRS) with respect to
the statements made and the conclusions reached in the following
summary, and there can be no assurance that the IRS will agree
with such statements and conclusions.
Exchange of Notes
The exchange of the original notes for exchange notes pursuant
to the exchange offer will not constitute a taxable event.
Consequently, you will not recognize any gain or loss upon
receipt of the exchange notes. Your holding period and tax basis
of the exchange notes will be the same as your holding period
and tax basis of the original notes so exchanged immediately
before the exchange.
PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH
RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS
TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY CONSEQUENCES
ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING
JURISDICTIONS OR UNDER ANY APPLICABLE TAX TREATY.
CIRCULAR 230 DISCLOSURE: To comply with U.S. Treasury
regulations, we advise you that any U.S. federal tax advice
included in this prospectus is not intended or written to be
used, and cannot be used, to avoid any U.S. federal tax
penalties or to promote, market, or recommend to another party
any transaction or matter.
As explained below, the U.S. federal income tax consequences of
owning and disposing of the notes depend on whether or not you
are a U.S. holder. For purposes of this summary, you are a U.S.
holder if you are a beneficial owner of the notes and for U.S.
federal income tax purposes are:
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a citizen or resident of the United States, including an alien
individual who is a lawful permanent resident of the United
States or who meets the substantial presence residency test
under the U.S. federal income tax laws; |
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a corporation or other entity treated as a corporation for U.S.
federal income tax purposes that is created or organized in or
under the laws of the United States, any of the fifty states or
the District of Columbia; |
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an estate the income of which is subject to U.S. federal income
taxation regardless of its source; or |
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a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one
or more United States persons have the authority to control all
substantial decisions of the trust; |
and if your status as a U.S. holder is not overridden under the
provisions of an applicable tax treaty. Notwithstanding the last
bullet point of the preceding sentence, to the extent provided
in Treasury Regulations, certain trusts in existence on
August 20, 1996, and treated as United States persons prior
to that date that elect to continue to be treated as United
States persons also will be U.S. holders.
If a partnership (or other entity classified as a partnership
for U.S. federal income tax purposes) holds the notes, the tax
treatment of a partner will generally depend upon the status of
the partner and upon the activities of the partnership. If you
are a partner in such a partnership, you should consult your tax
advisor.
Payment of Interest. All of the notes bear interest at a
stated fixed rate. You generally must include this stated
interest in your gross income as ordinary interest income:
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when you receive it, if you use the cash method of accounting
for U.S. federal income tax purposes; or |
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when it accrues, if you use the accrual method of accounting for
U.S. federal income tax purposes. |
Sale, Exchange or Redemption of Notes. You generally will
recognize gain or loss upon the sale, exchange (other than
exchange of the original notes for the exchange notes in the
exchange offer), redemption, retirement or other disposition of
the notes measured by the difference between (i) the amount
of cash proceeds and the fair market value of any property you
receive (except to the extent attributable to accrued interest
income not previously included in income, which will generally
be taxable as ordinary interest income, or attributable to
accrued interest previously included in income, which amount may
be received without generating further income), and
(ii) your adjusted tax basis in the notes. Your adjusted
tax basis in a note generally will equal your cost of the note,
less any principal payments received by you. Gain or loss on the
disposition of a note will generally be capital gain or loss and
will be long-term capital gain or loss if you have held the note
for more than one year at the time of such disposition. Your
ability to offset capital losses against ordinary income is
subject to certain limitations. You should consult your tax
advisor regarding the treatment of capital gains and losses.
Additional Interest
We believe the likelihood that additional interest will become
payable due to a failure to register the exchange notes is
remote. Accordingly, we intend to take the position that, if
such additional interest becomes payable, you will be taxed on
such additional interest in accordance with your method of
accounting for U.S. federal income tax purposes. However, the
Internal Revenue Service may take a different position, which
could affect the timing of your recognition of income and the
availability of our deduction with respect to such additional
interest.
Information Reporting and Backup Withholding Tax. In
general, information reporting requirements will apply to
payments to certain non-corporate U.S. holders of principal and
interest on a note and the
37
proceeds of the sale of a note. If you are a U.S. holder, you
may be subject to backup withholding at the applicable statutory
rate when you receive interest with respect to the notes, or
when you receive proceeds upon the sale, exchange (other than
exchange of the original notes for the exchange notes in the
exchange offer), redemption, retirement or other disposition of
the notes. In general, you can avoid this backup withholding by
properly executing under penalties of perjury an IRS
Form W-9 or substantially similar form that provides:
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your correct taxpayer identification number; and |
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a certification that (a) you are exempt from backup
withholding because you are a corporation or come within another
enumerated exempt category, (b) you have not been notified
by the IRS that you are subject to backup withholding, or
(c) you have been notified by the IRS that you are no
longer subject to backup withholding. |
If you do not provide your correct taxpayer identification
number on the IRS Form W-9 or substantially similar form,
you may be subject to penalties imposed by the IRS. Backup
withholding will not apply, however, with respect to payments
made to certain U.S. holders, including corporations, certain
tax exempt organizations and certain foreign persons, provided
their exemptions from backup withholding are properly
established.
Amounts withheld are generally not an additional tax and may be
refunded or credited against your U.S. federal income tax
liability, provided you furnish the required information to the
IRS. Cooper US will report to the U.S. holders of notes and to
the IRS the amount of any reportable payments for
each calendar year and the amount of tax withheld, if any, with
respect to such payments.
As used in this section, the term, non-U.S. holder
means any beneficial owner of a note that is not a U.S. holder.
Payment of Interest. Generally, subject to the discussion
of backup withholding below, if you are a non-U.S. holder,
interest income that is not effectively connected with a United
States trade or business will not be subject to a U.S.
withholding tax under the portfolio interest
exemption provided that:
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you do not actually or constructively own 10% or more of the
combined voting power of all of the classes of stock of Cooper
US entitled to vote; |
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you are not a controlled foreign corporation related to Cooper
US actually or constructively through stock ownership; |
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you are not a bank which acquired the notes in consideration for
an extension of credit made pursuant to a loan agreement entered
into in the ordinary course of business; and |
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either (a) you provide an IRS Form W-8BEN (or a
suitable substitute form) signed under penalties of perjury that
includes your name and address and certifies as to your non-U.S.
holder status, or (b) a securities clearing organization,
bank or other financial institution that holds customers
securities in the ordinary course of its trade or business,
provides a statement to us or our agent under penalties of
perjury in which it certifies that an IRS Form W-8BEN or
W-8IMY (or a suitable substitute form) has been received by it
from you or a qualifying intermediary and furnishes us or our
agent with a copy of such form. |
Treasury Regulations provide alternative methods for satisfying
the certification requirement described in the paragraph above.
Interest on notes not exempted from U.S. withholding tax as
described above and not effectively connected with a United
States trade or business generally will be subject to U.S.
withholding tax at a 30%
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rate, except where an applicable tax treaty provides for the
reduction or elimination of this withholding tax. Cooper US may
be required to report annually to the IRS and to each non-U.S.
holder the amount of interest paid to, and the tax withheld, if
any, with respect to, each non-U.S. holder.
Except to the extent that an applicable treaty otherwise
provides, generally you will be taxed in the same manner as a
U.S. holder with respect to interest if the interest income is
effectively connected with your conduct of a United States trade
or business. If you are a corporate non-U.S. holder, you may
also, under certain circumstances, be subject to an additional
branch profits tax at a 30% rate (or, if applicable,
a lower treaty rate). Even though such effectively connected
interest is subject to U.S. federal income tax, and may be
subject to the branch profits tax, it will not be subject to
U.S. withholding tax if you deliver proper documentation (e.g.,
IRS Form W-8ECI). To claim the benefit of a tax treaty or
to claim exemption from U.S. withholding because the income is
U.S. trade or business income, the non-U.S. holder must provide
a properly executed IRS Form W-8BEN or W-8ECI. Under the
Treasury Regulations, a non-U.S. holder may under certain
circumstances be required to obtain a U.S. taxpayer
identification number and make certain certifications to us.
Special procedures are provided in the Treasury Regulations for
payments through qualified intermediaries.
Sale, Exchange or Redemption of Notes. If you are a
non-U.S. holder of a note, generally you will not be subject to
U.S. federal income tax or U.S. withholding tax on any gain
realized on the sale, exchange, redemption, retirement or other
disposition of the note, unless:
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the gain is effectively connected with your conduct of a United
States trade or business; |
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you are an individual and are present in the United States for a
period or periods aggregating 183 days or more during the
taxable year (as determined under the Code) of the disposition
and certain other conditions are met; or |
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you are subject to tax pursuant to the provisions of the Code
applicable to certain United States expatriates. |
Death of a Non-U.S. Holder. If you are an individual
non-U.S. holder and you hold a note at the time of your death,
it will not be includable in your gross estate for U.S. estate
tax purposes, provided that you do not at the time of death
actually or constructively own 10% or more of the combined
voting power of all of the classes of stock of Cooper US
entitled to vote, and provided that, at the time of death,
payments with respect to such note would not have been
effectively connected with your conduct of a trade or business
within the United States.
Information Reporting and Backup Withholding Tax. If you
are a non-U.S. holder, U.S. information reporting requirements
and backup withholding tax generally will not apply to payments
of interest on a note if you provide the statement described in
Non-U.S. Holders Payment of Interest,
provided that the payor does not have actual knowledge that you
are a United States person. However, income allocable to
non-U.S. holders generally will be subject to annual tax
reporting on IRS Form 1042-S.
Information reporting will not apply to any payment of the
proceeds of the sale of a note effected outside the United
States by a foreign office of a broker (as defined
in applicable Treasury Regulations), unless such broker:
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(i)
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is a United States person; |
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is a foreign person that derives 50% or more of its gross income
for certain periods from the conduct of a trade or business in
the United States; |
(iii)
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is a controlled foreign corporation for U.S. federal income tax
purposes; or |
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(iv)
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is a foreign partnership, if at any time during its tax year,
one or more of its partners are United States persons (as
defined in the applicable Treasury Regulations) who in the
aggregate hold more than 50% of the income or capital interests
in the partnership or if, at any time during its tax year, such
foreign partnership is engaged in a United States trade or
business. |
Payment of the proceeds of any such sale effected outside the
United States by a foreign office of any broker that is
described in (i), (ii), (iii) or (iv) of the preceding
sentence will be subject to information reporting requirements
unless such broker has documentary evidence in its records that
you are a non-U.S. holder and certain other conditions are met,
or you otherwise establish an exemption. Payment of the proceeds
of any such sale to or through the United States office of a
broker is subject to information reporting and backup
withholding requirements, unless you provide the statement
described in Non-U.S. Holders Payment of
Interest or otherwise establish an exemption.
Bermuda Taxation
Currently, there is no Bermuda withholding tax on interest, if
any, paid by Cooper Parent.
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PLAN OF DISTRIBUTION
Each broker-dealer that receives exchange notes for its own
account in the exchange offer must acknowledge that it will
deliver a prospectus in connection with any resale of the
exchange notes. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer
in connection with resales of exchange notes received in
exchange for original notes where the original notes were
acquired as a result of market-making activities or other
trading activities. We have agreed that, for a period of
180 days after the consummation of the exchange offer, we
will make this prospectus, as amended or supplemented, available
to any broker-dealer for use in connection with any resale. In
addition,
until ,
2006, all dealers effecting transactions in the exchange notes
may be required to deliver a prospectus.
We will not receive any proceeds from any sale of exchange notes
by broker-dealers. Exchange notes received by broker-dealers for
their own account in the exchange offer may be sold from time to
time in one or more transactions in the over-the-counter market,
in negotiated transactions, through the writing of options on
the exchange notes or a combination of these methods of resale.
These resales may be made at market prices prevailing at the
time of resale, at prices related to these prevailing market
prices or negotiated prices. Any resale may be made directly to
purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any
broker-dealer or the purchasers of any of the exchange notes.
Any broker-dealer that resells exchange notes that were received
by it for its own account in the exchange offer and any broker
or dealer that participates in a distribution of the exchange
notes may be deemed to be an underwriter within the meaning of
the Securities Act, and any profit on the resale of exchange
notes and any commission or concessions received by those
persons may be deemed to be underwriting compensation under the
Securities Act. The letter of transmittal states that, by
acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it
is an underwriter within the meaning of the Securities Act.
Furthermore, any broker-dealer that acquired any of its original
notes directly from us:
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may not rely on the applicable interpretations of the staff of
the SEC contained in Exxon Capital Holdings Corp., SEC no-action
letter (May 13, 1988), Morgan, Stanley & Co., SEC
no-action letter (June 5, 1991) and Shearman &
Sterling, SEC no-action letter (July 2, 1993); and |
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must also be named as a selling noteholder in connection with
the registration and prospectus delivery requirements of the
Securities Act relating to any resale transaction. |
We agree to pay all expenses incident to the exchange offer,
including the expenses of one counsel for the holders of the
notes, other than commissions or concessions of any brokers or
dealers. We will indemnify the holders of the original notes,
including any broker-dealers, against various liabilities,
including liabilities under the Securities Act.
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LEGAL MATTERS
Certain legal matters in connection with the exchange offer will
be passed upon for us by Squire, Sanders & Dempsey L.L.P.
and Appleby Spurling Hunter.
EXPERTS
Our consolidated financial statements as of December 31,
2005 and 2004 and for each of the three years in the period
ended December 31, 2005 incorporated by reference into this
prospectus have been audited by Ernst & Young LLP, an
independent registered public accounting firm, as stated in
their report incorporated by reference in this prospectus. Such
financial statements have been so incorporated in reliance upon
such report given on the authority of such firm as experts in
accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 20. |
Indemnification of Directors and Officers |
Cooper Parent is a Bermuda company. Section 98 of the
Companies Act of 1981 of Bermuda provides generally that a
Bermuda company may indemnify its directors, officers and
auditors against any liability which by virtue of Bermuda law
otherwise would be imposed on them, except in cases where such
liability arises from fraud or dishonesty of which such
director, officer or auditor may be guilty in relation to the
company. Section 98 further provides that a Bermuda company
may indemnify its directors, officers and auditors against any
liability incurred by them in defending any proceedings, whether
civil or criminal, in which judgment is awarded in their favor
or they are acquitted 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 of 1981 of
Bermuda. Cooper Parent has adopted provisions in its Bye-Laws
providing that it shall indemnify its officers and directors,
and persons whom Cooper Parent has requested to serve as
directors, officers or trustees of other corporations, to the
maximum extent permitted under this Act. In addition, the
directors and officers liability insurance policy of
Cooper Parent provides for insurance regarding certain
activities of the directors and officers of Cooper Parent and
its subsidiaries. In addition, Cooper Parent has entered into
indemnification agreements with its directors and certain
executive officers. 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
directors or officers acts or omission in his or her
capacity as a director or officer of Cooper Parent.
Cooper US is a Delaware corporation and an indirect subsidiary
of Cooper Parent. Section 145 of the Delaware General
Corporation Law contains detailed provisions for indemnification
of directors and officers of Delaware corporations against
expenses, judgments, fines and settlements in connection with
litigation. As a general matter, Delaware law permits such
indemnification if such individuals acted in good faith, in a
manner reasonably believed to be in or not opposed to the best
interests of the company and, with respect to any criminal
action or proceeding, had no reasonable cause to believe their
conduct was unlawful. The Bylaws of Cooper US, Inc. provide for
indemnification consistent with that permitted by Delaware law.
In addition to the Bye-Laws of Cooper Parent with respect to the
officers and directors of the subsidiary guarantors, the
applicable laws of Delaware and New York govern the
indemnification of such directors and officers. For the entities
that are organized in Delaware, the summary provided in the
preceding paragraph applies. For the entity that is organized in
New York, the applicable statutes are similar to the laws of the
State of Delaware, although Section 721 of the New York
Business Corporation Law provides that no director or officer
may be indemnified if a directors or officers acts
were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action,
or if such director or officer personally gained a financial
profit or other advantage to which the director or officer was
not legally entitled.
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Description |
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1 |
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Purchase Agreement among Cooper US, Inc., the guarantors named
therein, Banc of America Securities LLC and Citigroup Global
Markets Inc., as representatives of the initial purchasers named
therein, dated November 3, 2005 (incorporated herein by
reference to Exhibit 99.1 of Cooper Industries, Ltd.
Current Report on Form 8-K dated November 3, 2005). |
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4 |
.1 |
|
Indenture among Cooper US, Inc., the guarantors named therein
and JPMorgan Chase Bank, N.A., as trustee, dated
November 8, 2005 (incorporated herein by reference to
Exhibit 4.1 of Cooper Industries, Ltd. Current Report on
Form 8-K dated November 3, 2005). |
II-1
|
|
|
|
|
Number |
|
Description |
|
|
|
|
4 |
.2 |
|
Registration Rights Agreement among Cooper US, Inc., the
guarantors named therein, and Banc of America Securities LLC and
Citigroup Global Markets Inc., as representatives of the initial
purchasers, dated November 8, 2005 (incorporated herein by
reference to Exhibit 4.2 of Cooper Industries, Ltd. Current
Report on Form 8-K dated November 3, 2005). |
|
5 |
.1 |
|
Opinion of Squire, Sanders & Dempsey L.L.P. as to the
legality of the securities being registered, other than the
guarantee of Cooper Industries, Ltd. |
|
5 |
.2 |
|
Opinion of Appleby Spurling Hunter, as to the legality of the
guarantee of Cooper Industries, Ltd. being registered. |
|
12 |
|
|
Computation of Ratio of Earnings to Fixed Charges (incorporated
herein by reference to Exhibit 12 of Cooper Industries,
Ltd. Annual Report on Form 10-K for the fiscal year ended
December 31, 2005). |
|
23 |
.1 |
|
Consent of Ernst & Young LLP. |
|
23 |
.2 |
|
Consent of Squire, Sanders & Dempsey L.L.P. (included
in Exhibit 5.1). |
|
23 |
.3 |
|
Consent of Appleby Spurling Hunter (included in
Exhibit 5.2). |
|
23 |
.4 |
|
Consent of Bates White, LLC. |
|
24 |
|
|
Powers of Attorney. |
|
25 |
|
|
Statement of Eligibility on Form T-1 of JPMorgan Chase
Bank, N.A. |
|
99 |
|
|
Form of Letter of Transmittal and related documents. |
(a) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant described in
Item 20 above, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by the
director, officer, or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether the indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
(b) The undersigned registrant hereby further undertakes
that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the annual report of
Cooper Industries, Ltd. under section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plans
annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of the securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to respond
to request for information that is incorporated by reference
into the prospectus pursuant to Item 4, 10(b), 11 or 13 of
this form, within one business day of receipt of such request,
and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained
in documents filed subsequent to the effective date of the
registration statement through the date of responding to the
request.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 the 1st
day of March 2006.
|
|
|
|
By: |
/s/ Kirk S. Hachigian
|
|
|
|
|
|
Kirk S. Hachigian |
|
President |
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ Kirk S. Hachigian
Kirk S. Hachigian |
|
President/Director |
|
March 1, 2006 |
|
/s/ Terry A. Klebe
Terry A. Klebe |
|
Senior Vice President and Chief Financial Officer/Director |
|
March 1, 2006 |
|
/s/ Jeffrey B. Levos
Jeffrey B. Levos |
|
Vice President, Finance and Chief Accounting Officer |
|
March 1, 2006 |
|
/s/ Diane K. Schumacher
Diane K. Schumacher |
|
Director |
|
March 1, 2006 |
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 the 1st
day of March 2006.
|
|
|
|
By: |
/s/ Kirk S. Hachigian
|
|
|
|
|
|
Kirk S. Hachigian |
|
Chairman, President, Chief Executive Officer |
and Authorized Representative
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on March 1, 2006, such persons
constituting a majority of the board of directors of the
registrant.
|
|
|
|
|
Signature |
|
Title |
|
|
|
|
/s/ Kirk S. Hachigian
Kirk S. Hachigian |
|
Chairman, President and Chief Executive Officer |
|
/s/ Terry A. Klebe
Terry A. Klebe |
|
Senior Vice President and Chief Financial Officer |
|
/s/ Jeffrey B. Levos
Jeffrey B. Levos |
|
Vice President, Finance and Chief Accounting Officer |
|
*/s/ Stephen
G. Butler
Stephen G. Butler |
|
Director |
|
*/s/ Robert M.
Devlin
Robert M. Devlin |
|
Director |
|
*/s/ Ivor J.
Evans
Ivor J. Evans |
|
Director |
|
*/s/ Linda A.
Hill
Linda A. Hill |
|
Director |
|
*/s/ James J.
Postl
James J. Postl |
|
Director |
|
*/s/ Dan F.
Smith
Dan F. Smith |
|
Director |
|
*/s/ Gerald B.
Smith
Gerald B. Smith |
|
Director |
|
*/s/ James R.
Wilson
James R. Wilson |
|
Director |
|
*By: |
|
/s/ Diane K. Schumacher
Diane K. Schumacher, attorney-in-fact |
|
|
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 the 1st
day of March 2006.
|
|
|
|
By: |
/s/ Kirk S. Hachigian
|
|
|
|
|
|
Kirk S. Hachigian |
|
Principal Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated, such persons
constituting a majority of the board of directors of the
registrant.
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ Kirk S. Hachigian
Kirk S. Hachigian |
|
Principal Executive Officer
Director |
|
March 1, 2006 |
|
/s/ Terry A. Klebe
Terry A. Klebe |
|
Principal Financial Officer
Director |
|
March 1, 2006 |
|
/s/ Jeffrey B. Levos
Jeffrey B. Levos |
|
Principal Accounting Officer |
|
March 1, 2006 |
|
/s/ Diane K. Schumacher
Diane K. Schumacher |
|
Director |
|
March 1, 2006 |
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 the 1st
day of March 2006.
|
|
|
|
By: |
/s/ Kirk S. Hachigian
|
|
|
|
|
|
Kirk S. Hachigian |
|
Principal Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated, such persons
constituting a majority of the board of directors of the
registrant.
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ Kirk S. Hachigian
Kirk S. Hachigian |
|
Principal Executive Officer
Director |
|
March 1, 2006 |
|
/s/ Terry A. Klebe
Terry A. Klebe |
|
Principal Financial Officer
Director |
|
March 1, 2006 |
|
/s/ Jeffrey B. Levos
Jeffrey B. Levos |
|
Principal Accounting Officer |
|
March 1, 2006 |
|
/s/ Diane K. Schumacher
Diane K. Schumacher |
|
Director |
|
March 1, 2006 |
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 the
1st day of March 2006.
|
|
|
|
By: |
/s/ Kirk S. Hachigian
|
|
|
|
|
|
Kirk S. Hachigian |
|
Principal Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated, such persons
constituting a majority of the board of directors of the
registrant.
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ Kirk S. Hachigian
Kirk S. Hachigian |
|
Principal Executive Officer
Director |
|
March 1, 2006 |
|
/s/ Terry A. Klebe
Terry A. Klebe |
|
Principal Financial Officer
Director |
|
March 1, 2006 |
|
/s/ Jeffrey B. Levos
Jeffrey B. Levos |
|
Principal Accounting Officer |
|
March 1, 2006 |
|
/s/ Diane K. Schumacher
Diane K. Schumacher |
|
Director |
|
March 1, 2006 |
II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 the
1st day of March 2006.
|
|
|
|
By: |
/s/ Kirk S. Hachigian
|
|
|
|
|
|
Kirk S. Hachigian |
|
Principal Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated, such persons
constituting a majority of the board of directors of the
registrant.
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ Kirk S. Hachigian
Kirk S. Hachigian |
|
Principal Executive Officer
Director |
|
March 1, 2006 |
|
/s/ Terry A. Klebe
Terry A. Klebe |
|
Principal Financial Officer
Director |
|
March 1, 2006 |
|
/s/ Jeffrey B. Levos
Jeffrey B. Levos |
|
Principal Accounting Officer |
|
March 1, 2006 |
|
/s/ Diane K. Schumacher
Diane K. Schumacher |
|
Director |
|
March 1, 2006 |
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 the
1st day of March 2006.
|
|
|
COOPER POWER SYSTEMS, INC. |
|
|
|
|
By: |
/s/ Kirk S. Hachigian
|
|
|
|
|
|
Kirk S. Hachigian |
|
Principal Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated, such persons
constituting a majority of the board of directors of the
registrant.
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ Kirk S. Hachigian
Kirk S. Hachigian |
|
Principal Executive Officer
Director |
|
March 1, 2006 |
|
/s/ Terry A. Klebe
Terry A. Klebe |
|
Principal Financial Officer
Director |
|
March 1, 2006 |
|
/s/ Jeffrey B. Levos
Jeffrey B. Levos |
|
Principal Accounting Officer |
|
March 1, 2006 |
|
/s/ Diane K. Schumacher
Diane K. Schumacher |
|
Director |
|
March 1, 2006 |
II-9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 the
1st day of March 2006.
|
|
|
COOPER WIRING DEVICES, INC. |
|
|
|
|
By: |
/s/ Kirk S. Hachigian
|
|
|
|
|
|
Kirk S. Hachigian |
|
Principal Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated, such persons
constituting a majority of the board of directors of the
registrant.
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ Kirk S. Hachigian
Kirk S. Hachigian |
|
Principal Executive Officer
Director |
|
March 1, 2006 |
|
/s/ Terry A. Klebe
Terry A. Klebe |
|
Principal Financial Officer
Director |
|
March 1, 2006 |
|
/s/ Jeffrey B. Levos
Jeffrey B. Levos |
|
Principal Accounting Officer |
|
March 1, 2006 |
|
/s/ Diane K. Schumacher
Diane K. Schumacher |
|
Director |
|
March 1, 2006 |
II-10
INDEX TO EXHIBITS
|
|
|
|
|
Number |
|
Description |
|
|
|
|
1 |
|
|
Purchase Agreement among Cooper US, Inc., the guarantors named
therein, Banc of America Securities LLC and Citigroup Global
Markets Inc., as representatives of the initial purchasers named
therein, dated November 3, 2005 (incorporated herein by
reference to Exhibit 99.1 of Cooper Industries, Ltd.
Current Report on Form 8-K dated November 3, 2005). |
|
4 |
.1 |
|
Indenture among Cooper US, Inc., the guarantors named therein
and JPMorgan Chase Bank, N.A., as trustee, dated
November 8, 2005 (incorporated herein by reference to
Exhibit 4.1 of Cooper Industries, Ltd. Current Report on
Form 8-K dated November 3, 2005). |
|
4 |
.2 |
|
Registration Rights Agreement among Cooper US, Inc., the
guarantors named therein, and Banc of America Securities LLC and
Citigroup Global Markets Inc., as representatives of the initial
purchasers, dated November 8, 2005 (incorporated herein by
reference to Exhibit 4.2 of Cooper Industries, Ltd. Current
Report on Form 8-K dated November 3, 2005). |
|
5 |
.1 |
|
Opinion of Squire, Sanders & Dempsey L.L.P. as to the
legality of the securities being registered, other than the
guarantee of Cooper Industries, Ltd. |
|
5 |
.2 |
|
Opinion of Appleby Spurling Hunter, as to the legality of
the guarantee of Cooper Industries, Ltd. being registered. |
|
12 |
|
|
Computation of Ratio of Earnings to Fixed Charges (incorporated
herein by reference to Exhibit 12 of Cooper Industries,
Ltd. Annual Report on Form 10-K for the fiscal year ended
December 31, 2005). |
|
23 |
.1 |
|
Consent of Ernst & Young LLP. |
|
23 |
.2 |
|
Consent of Squire, Sanders & Dempsey L.L.P. (included
in Exhibit 5.1). |
|
23 |
.3 |
|
Consent of Appleby Spurling Hunter (included in
Exhibit 5.2). |
|
23 |
.4 |
|
Consent of Bates White, LLC. |
|
24 |
|
|
Powers of Attorney. |
|
25 |
|
|
Statement of Eligibility on Form T-1 of JPMorgan Chase
Bank, N.A. |
|
99 |
|
|
Form of Letter of Transmittal and related documents. |