UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THESECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 12, 2004
HELEN OF TROY LIMITED
(Exact name of registrant as specified in its charter)
BERMUDA | 001-14669 | 74-2692550 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS EmployerIdentificationNo.) |
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| CLARENDON HOUSE | |
| CHURCH STREET | |
| HAMILTON, BERMUDA | |
| (Business address of registrant) | |
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| ONE HELEN OF TROY PLAZA | |
| EL PASO, TEXAS 79912 | |
| (United States mailing address of registrant) | |
Registrant's telephone number, including area code: (915) 225-8000
Check the appropriate box below if the Form 8-K filing is intended tosimultaneously satisfy the filing obligation of the registrant under anyof the following provisions:
| o | | Written communications pursuant to Rule 425 under theSecurities Act (17 CFR 230.425) |
| o | | Soliciting material pursuantto Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | | Pre-commencement communications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | | Pre-commencement communications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On October 12, 2004, Helen of Troy Limited issued a press releaseannouncing its results for its second fiscal quarter ending August31, 2004. A copy of this press release is attached hereto as Exhibit99.1. Additionally, on October 12,2004, Helen of Troy Limited held a conference call discussing itsresults for the second fiscal quarter ended August 31, 2004. A copy ofthe text of this conference call is attached hereto as Exhibit 99.2.
The information in this Form 8-K and the Exhibits attached heretoshall not be deemed "filed" for purposes of Section 18 of theSecurities Exchange Act of 1934, nor shall it be deemedincorporated by reference in any filing under theSecurities Act of 1933 or any proxy statement or report or otherdocument we may file with the SEC, regardless of any generalincorporation language in any such filing, except as shall beexpressly set forth by specific reference in suchfiling.
ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL EXHIBITS
| | (c) EXHIBITS. | | |
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| | The following exhibits are furnished with thisreport on Form 8-K: |
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| | Exhibit No. | | Description. |
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| | 99.1 | | Press Release, dated October 12, 2004 |
| | 99.2 | | Text of conference call held October 12, 2004 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalfby the undersigned hereunto duly authorized.
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| | HELEN OF TROY LIMITED |
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| Date: October 14, 2004 | By: | /s/ Thomas J. Benson |
| | Thomas J. Benson |
| | Senior Vice President, Finance and Chief Financial Officer |
EXHIBIT INDEX
| Exhibit No. | | Description. |
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| | 99.1 | | Press Release, dated October 12, 2004 |
| | 99.2 | | Text of conference call held October 12, 2004 |
