SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
---------------
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to __________
COMMISSION FILE NUMBER 1-1175
COOPER INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
OHIO 31-4156620
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
600 TRAVIS, SUITE 5800, HOUSTON, TEXAS 77002
(Address of Principal Executive Offices) (Zip Code)
713/209-8400
(Registrant's Telephone Number, Including Area Code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- -------------------
COMMON STOCK, $5 PAR VALUE THE NEW YORK STOCK EXCHANGE
PACIFIC EXCHANGE
RIGHTS TO PURCHASE PREFERRED STOCK THE NEW YORK STOCK EXCHANGE
PACIFIC EXCHANGE
SECURITIES REGISTERED PURSUANT TO
SECTION 12(g) OF THE ACT: NONE
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
The aggregate value of the registrant's voting stock held by
non-affiliates of the registrant as of January 31, 2002 was $3,345,382,140.75.
NUMBER OF SHARES OUTSTANDING OF REGISTRANT'S COMMON STOCK AS OF
JANUARY 31, 2002 - 93,851,135
DOCUMENTS INCORPORATED BY REFERENCE
Cooper Industries, Inc. Proxy Statement to be filed
for the Annual Meeting of Shareholders
to be held on April 5, 2002 (Part III - Items 10, 11 and 12)
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
COOPER INDUSTRIES, INC.
Date: February 20, 2002 By: /s/ H. JOHN RILEY, JR.
-----------------------------------------
(H. John Riley, Jr., Chairman,
President and Chief Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ H. JOHN RILEY, JR. Chairman, President and February 20, 2002
- --------------------------- Chief Executive Officer
(H. John Riley, Jr.)
/s/ D. BRADLEY MCWILLIAMS Senior Vice President and February 20, 2002
- --------------------------- Chief Financial Officer
(D. Bradley McWilliams)
/s/ JEFFREY B. LEVOS Vice President and Controller February 20, 2002
- --------------------------- and Chief Accounting Officer
(Jeffrey B. Levos)
*LINDA A. HILL Director February 20, 2002
- ---------------------------
(Linda A. Hill)
*SIR RALPH H. ROBINS Director February 20, 2002
- ---------------------------
(Sir Ralph H. Robins)
*H. LEE SCOTT Director February 20, 2002
- ---------------------------
(H. Lee Scott)
*DAN F. SMITH Director February 20, 2002
- ---------------------------
(Dan F. Smith)
*GERALD B. SMITH Director February 20, 2002
- ---------------------------
(Gerald B. Smith)
*JAMES R. WILSON Director February 20, 2002
- ---------------------------
(James R. Wilson)
* By /s/ DIANE K. SCHUMACHER
-------------------------------------------
(Diane K. Schumacher, as Attorney-In-Fact
for each of the persons indicated)
28