As filed with the Securities and Exchange Commission on August 4, 2004
Registration No. 333-75475
Registration No. 333-99581
Registration No. 333-99581-01
SECURITIES AND EXCHANGE COMMISSION
FORM S-3
POST-EFFECTIVE AMENDMENT
UNDER THE SECURITIES ACT OF 1933
| COOPER INDUSTRIES, INC. (Exact name of registrant as specified in its charter) | COOPER INDUSTRIES, LTD. (Exact name of co-registrant as specified in its charter) |
| OHIO (State or other jurisdiction of incorporation or organization) | 31-4156620 (I.R.S. Employer Identification Number) | BERMUDA (State or other jurisdiction of incorporation or organization) | 98-0355628 (I.R.S. Employer Identification Number) |
| 600 Travis, Suite 5800 Houston, Texas 77002 (713) 209-8400 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) | 600 Travis, Suite 5800 Houston, Texas 77002 (713) 209-8400 (Address, including zip code, and telephone number, including area code, of co-registrant’s principal executive offices) |
Diane Kosmach Schumacher, Esq.
Senior Vice President and
General Counsel
Cooper Industries, Inc.
600 Travis, Suite 5800
Houston, Texas 77002
(713) 209-8400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
This Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (No. 333-99581) and Post-Effective Amendment No. 2 to Registration Statement on Form S-3 (No. 333-75475) shall become effective in accordance with Section 8(c) of the Securities Act of 1933, as amended, on such date as the Commission, acting pursuant to Section 8(c), may determine.
DEREGISTRATION OF SECURITIES
We file this Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (No. 333-99581) and Post-Effective Amendment No. 2 to Registration Statement on Form S-3 (No. 333-75475) (this “Amendment”) to deregister the $225,000,000 of guaranteed debt securities registered pursuant to such registration statements that remain unsold as of the date this Amendment is filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 4th day of August 2004.
| COOPER INDUSTRIES, INC. | ||||
| 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 and Director | August 4, 2004 | ||
| /s/ Terry A. Klebe Terry A. Klebe | Senior Vice President and Chief Financial Officer and Director | August 4, 2004 | ||
| /s/ Jeffrey B. Levos Jeffrey B. Levos | Vice President and Controller and Chief Accounting Officer | August 4, 2004 | ||
| /s/ Diane K. Schumacher Diane K. Schumacher | Director | August 4, 2004 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 4th day of August 2004.
| COOPER INDUSTRIES, LTD. | ||||
| By: | /s/ H. John Riley, Jr. | |||
| H. John Riley, Jr. | ||||
| Chairman, President and Chief 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/ H. John Riley, Jr. H. John Riley, Jr. | Director, Chairman, President and Chief Executive Officer | August 4, 2004 | ||
| /s/ Terry A. Klebe Terry A. Klebe | Senior Vice President and Chief Financial Officer | August 4, 2004 | ||
| /s/ Jeffrey B. Levos Jeffrey B. Levos | Vice President and Controller and Chief Accounting Officer | August 4, 2004 | ||
| */s/ Robert M. Devlin Robert M. Devlin | Director | August 4, 2004 | ||
| */s/ Clifford J. Grum Clifford J. Grum | Director | August 4, 2004 | ||
| */s/ Linda A. Hill Linda A. Hill | Director | August 4, 2004 |
| Signature | Title | Date | ||
| */s/ Dan F. Smith Dan F. Smith | Director | August 4, 2004 | ||
| */s/ Gerald B. Smith Gerald B. Smith | Director | August 4, 2004 | ||
| */s/ James R. Wilson James R. Wilson | Director | August 4, 2004 | ||
| *By: /s/ Diane K. Schumacher Diane K. Schumacher pursuant to power of attorney |
INDEX TO EXHIBITS
| Number | Description | |
| 24.1 | Powers of Attorney (incorporated herein by reference to Exhibit 24.0 to Cooper Industries, Inc.’s Registration Statement on Form S-4, Registration No. 333-99263). |