-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, rpFvRImBLFTl/1BJW4avlbNX4CYgFQB6BN/e4vF/cwmgk7uPnnjIOfkJrBsvEN4Z nOF7sKaO/FQH2KTwA07JSA== 0000024491-94-000012.txt : 19940714 0000024491-94-000012.hdr.sgml : 19940714 ACCESSION NUMBER: 0000024491-94-000012 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COOPER TIRE & RUBBER CO CENTRAL INDEX KEY: 0000024491 STANDARD INDUSTRIAL CLASSIFICATION: 3011 IRS NUMBER: 344297750 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04329 FILM NUMBER: 94535515 BUSINESS ADDRESS: STREET 1: LIMA & WESTERN AVENUES CITY: FINDLAY STATE: OH ZIP: 45840 BUSINESS PHONE: 4194231321 10-K/A 1 FORM 10-K/A NO. 1 FOR THE PERIOD ENDING 12/31/93 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A No. 1 (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, 1993 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 1-4329 COOPER TIRE & RUBBER COMPANY (Exact name of registrant as specified in its charter) DELAWARE 34-4297750 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Lima and Western Avenues, Findlay, Ohio 45840 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (419) 423-1321 Securities registered pursuant to Section 12(b) of the Act: (Name of each exchange on (Title of each class) which registered) Common Stock, $1 par per share New York Stock 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. ( ) State the aggregate market value of the voting stock held by non-affiliates of the registrant (computed by reference to the closing price on the Composite Tape for securities listed on the New York Stock Exchange as of March 7, 1994). $2,337,491,283 Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. (Class) (Outstanding at March 7, 1994) Common Stock, $1 par per share 83,616,872 DOCUMENTS INCORPORATED BY REFERENCE List hereunder the following documents if incorporated by reference and the Part of the Form 10-K into which the document is incorporated: Proxy statement dated March 22, 1994 - Part III EXHIBIT INDEX appears on the following two pages INDEX TO FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS (As amended June 24, 1994 to file financial statements and supplemental schedules for the employee benefit plans identified below as exhibits (99)) Page(s) FINANCIAL STATEMENTS: Reference --------- Consolidated Statements of Income for the years ended December 31, 1993, 1992 and 1991 Consolidated Balance Sheets at December 31, 1993 and 1992 Consolidated Statements of Stockholders' Equity for the years ended December 31, 1993, 1992 and 1991 Consolidated Statements of Cash Flows for the years ended December 31, 1993, 1992 and 1991 Notes to Consolidated Financial Statements Report of Independent Auditors SUPPLEMENTARY INFORMATION: Quarterly Financial Data (Unaudited) FINANCIAL STATEMENTS SCHEDULES: I Marketable Securities V Property, plant and equipment VI Accumulated depreciation and amortization of property, plant and equipment VIII Valuation and qualifying accounts IX Short-term borrowings X Supplementary Income Statement Information EXHIBITS: (3) Certificate of Incorporation and Bylaws (i) Certificate of Incorporation, as restated and filed with the Secretary of State of Delaware on May 17, 1993, is incorporated herein by reference from Exhibit 3(i) of the Company's Form 10-Q for the quarter ended June 30, 1993 (ii) Bylaws, as amended May 5, 1987, are incorporated herein by reference from Exhibit 19 of the Company's Form 10-Q for the quarter ended June 30, 1987 (4) Description of the Common Stock of the Company (10) Description of management contracts, compensatory plans, contracts, or arrangements is incorporated herein by reference from pages 6 through 14 of the Company's Proxy Statement dated March 22, 1994. The following related documents are also incorporated by reference: a) 1981 Incentive Stock Option Plan - Form S-8 Registration Statement No. 2-77400, Exhibit 15(a) b) 1986 Incentive Stock Option Plan - Form S-8 Registration Statement No. 33-5483, Exhibit 4(a) c) Thrift and Profit Sharing Plan - Form S-8 Registration Statement No. 2-58577, Post-Effective Amendment No. 6, Exhibit 4 d) Employment Agreements - Form 10-K for fiscal year ended December 31, 1987, Exhibit 10 (continued) e) 1991 Stock Option Plan for Non-Employee Directors - Form S-8 Registration Statement No. 33-47980 and Appendix to the Company's Proxy Statement dated March 26, 1991 (11) Statement regarding computation of earnings per share is presented on page 28 of this Annual Report on Form 10-K (23) Consent of Ernst & Young (24) Powers of Attorney (99) Operations Review and Product Overview as published in the Company's Annual Report to Stockholders for its fiscal year ended December 31, 1993 Undertakings of the Company Financial statements and schedules of the Cooper Tire & Rubber Company Thrift and Profit Sharing Plan for the fiscal year ended December 31, 1993 1-14 Financial statements and schedules of the Cooper Tire & Rubber Company Texarkana Pre-Tax Savings Plan for the fiscal year ended December 31, 1993 15-25 Financial statements and schedules of the Cooper Tire & Rubber Company Pre-Tax Savings Plan at the Auburn Plant for the fiscal year ended December 31, 1993 26-35 Financial statements and schedules of the Cooper Tire & Rubber Company Pre-Tax Savings Plan at the Findlay Plant for the fiscal year ended December 31, 1993 36-46 Financial statements and schedules of the Cooper Tire & Rubber Company Pre-Tax Savings Plan at the El Dorado Plant for the fiscal year ended December 31, 1993 47-57 Financial statements and schedules of the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) for the fiscal year ended December 31, 1993 58-67 Financial statements and schedules of the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing) for the fiscal year ended December 31, 1993 68-77 All other schedules have been omitted since the required information is not present or not present in amounts sufficient to require submission of the schedules, or because the information required is included in the financial statements or the notes thereto. SIGNATURES Registrant has duly caused this Form 10-K/A No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized. COOPER TIRE & RUBBER COMPANY IVAN W. GORR, Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer) PATRICK W. ROONEY, President, Chief Operating Officer and Director (Principal Operating Officer) J. ALEC REINHARDT, Executive Vice President and Director (Principal Financial Officer) JOHN FAHL, Vice President and Director JULIEN A. FAISANT, Vice President and Corporate Controller (Principal Accounting Officer) DELMONT A. DAVIS, Director DENNIS J. GORMLEY, Director JOSEPH M. MAGLIOCHETTI, Director WILLIAM D. MAROHN, Director ALLAN H. MELTZER, Director LEON F. WINBIGLER, Director By /s/ Stan C. Kaiman -------------------------------- STAN C. KAIMAN, Attorney-in-fact Date: June 24, 1994 -------------- EXHIBIT (23) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Form S-8 Nos. 2-58577, 33-35071, 33-47979, 33-47981, 33-47982, 33-52499 and 33-52505) of Cooper Tire & Rubber Company pertaining to the Company's Thrift and Profit Sharing Plan, the Texarkana Pre-Tax Savings Plan, the Pre-Tax Savings Plan at the Auburn Plant, the Pre-Tax Savings Plan at the Findlay Plant, the Pre-Tax Savings Plan at the El Dorado Plant, the Pre-Tax Savings Plan (Bowling Green - Hose) and the Pre-Tax Savings Plan (Bowling Green - Sealing), respectively, of our report dated May 20, 1994 with respect to the financial statements and schedules of the Cooper Tire & Rubber Company Thrift and Profit Sharing Plan, and our reports dated May 10, 1994 with respect to the financial statements and schedules of the Cooper Tire & Rubber Company Texarkana Pre-Tax Savings Plan, the Cooper Tire & Rubber Company Pre-Tax Savings Plan at the Auburn Plant, the Cooper Tire & Rubber Company Pre-Tax Savings Plan at the Findlay Plant, the Cooper Tire & Rubber Company Pre-Tax Savings Plan at the El Dorado Plant, the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose), and the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing) included in Amendment No. 1 to the Annual Report (Form 10-K) of Cooper Tire & Rubber Company for the year ended December 31, 1993. /s/ Ernst & Young ----------------- ERNST & YOUNG Toledo, Ohio June 24, 1994 EXHIBIT (99) Cooper Tire & Rubber Company Thrift and Profit Sharing Plan Financial Statements and Schedules Years ended December 31, 1993 and 1992 Contents Report of Independent Auditors 1 Audited Financial Statements Statements of Assets Available for Plan Benefits 2 Statements of Changes in Assets Available for Plan Benefits 3 Notes to Financial Statements 4 Schedules Item 27a - Schedule of Assets Held for Investment Purposes 10 Item 27d - Schedule of Reportable Transactions 12 A schedule of party-in-interest transactions has not been presented because there were no party-in-interest transactions which are prohibited by ERISA Section 406 and for which there is no statutory or administrative exemption. 1 Report of Independent Auditors Thrift and Profit Sharing Plan Committee Cooper Tire & Rubber Company Thrift and Profit Sharing Plan We have audited the accompanying statements of assets available for plan benefits of the Cooper Tire & Rubber Company Thrift and Profit Sharing Plan as of December 31, 1993 and 1992, and the related statements of changes in assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for plan benefits of the Cooper Tire & Rubber Company Thrift and Profit Sharing Plan at December 31, 1993 and 1992, and the changes in its assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. As discussed in Note 1 to the financial statements, in the year ended December 31, 1993 the Plan changed its method of accounting for amounts payable to participants who have withdrawn from the Plan. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying schedules of assets held for investment purposes as of December 31, 1993 and reportable transactions for the year then ended are presented for the purpose of additional anaylsis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The schedules have been subjected to the auditing procedures applied in our audit of the 1993 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1993 basic financial statements taken as a whole. May 20, 1994 1 2 Cooper Tire & Rubber Company Thrift and Profit Sharing Plan Statements of Assets Available for Plan Benefits
December 31 1993 1992 ------------ ------------ Assets Investments (Note 4): Cooper Tire & Rubber Company common stock $245,387,475 $356,706,580 Cash with interest 66,322,977 61,488,190 Mutual funds 6,068,930 2,641,233 Short-term investments 1,694,818 1,575,397 ----------- ----------- 319,474,200 422,411,400 Contributions receivable: Employer 3,231,792 2,657,328 Participants 874,208 750,588 ----------- ----------- 4,106,000 3,407,916 ----------- ----------- Assets available for plan benefits $323,580,200 $425,819,316 =========== =========== See accompanying notes.
2 3 Cooper Tire & Rubber Company Thrift and Profit Sharing Plan Statements of Changes in Assets Available for Plan Benefits
Year ended December 31 1993 1992 ---------------------- Unrealized appreciation/(depreciation) of investments (Note 4) $(116,985,199) $ 71,151,012 Net realized gain (Note 4) 10,173,141 11,074,341 Investment income: Interest 4,520,526 4,955,569 Dividends 2,327,776 1,949,687 ----------- ----------- 6,848,302 6,905,256 Contributions: Participants 9,439,517 8,246,467 Employer (gross amount before reduction for forfeitures) 6,370,650 5,648,940 Less for feitures arising from withdrawals (145,152) (141,612) ----------- ----------- Net employer contributions 6,225,498 5,507,328 ----------- ----------- (84,298,741) 102,884,404 Participants' withdrawals (17,940,375) (19,470,695) ----------- ----------- Increase/(decrease) in assets available for plan benefits during the year (102,239,116) 83,413,709 Assets available for plan benefits at beginning of year 425,819,316 342,405,607 ----------- ----------- Assets available for plan benefits at end of year $323,580,200 $425,819,316 =========== =========== See accompanying notes.
3 4 Cooper Tire & Rubber Company Thrift and Profit Sharing Plan Notes to Financial Statements December 31, 1993 and 1992 1. Significant Accounting Policies Investments Investments in common stock of Cooper Tire & Rubber Company (Company) and in mutual funds are stated at quoted market value as determined on the last business day of the Plan year. Short-term investments are stated at cost and cash with interest investments are valued at cost plus accrued interest, both of which approximate fair value. Contributions Contributions are recorded when the Company makes payroll deductions from Plan participants, and are invested in any of four investment options at the participants' election. Contributions from the Company are accrued in the period in which they become obligations of the Company and may be in the form of cash, treasury stock or authorized but unissued common stock of the Company. Company contributions are invested in common stock of the Company until the contributions become vested after which they are invested as directed by the participant. Net Realized Gains on Sales of Investments Net realized gains on sales of investments are based on the historical cost of investments for financial reporting purposes and on the fair value of investments as of the beginning of the year, or fair value at the date of acquisition if acquired during the year, for the Annual Return/Report Form 5500. Benefits Payable In the year ended December 31, 1993, the Plan changed its method of accounting for amounts payable to participants who have withdrawn, either partially or totally, from the Plan to the cash basis to comply with the Audit and Accounting Guide issued by the American Institute of Certified Public Accountants for employee benefit plans. In prior years, the Plan had recognized a liability for these amounts. Such amounts are disclosed in Note 5. The 1992 statement of net assets available for plan benefits has been restated to reflect such change. As a result of the restatement, December 31, 1992 net assets available for plan benefits increased $1,226,302 from amounts previously reported. (Continued) 4 5 2. Summary of Plan The Cooper Tire & Rubber Company Thrift and Profit Sharing Plan (Plan) is a defined contribution plan administered by a Thrift Plan Committee appointed by the Company. Participation in the Plan is voluntary and any salaried employee of the Company is eligible to participate in the Plan if he or she has completed one year of continuous credited service. At December 31, 1993, 2,740 participants had designated investment of their contributions in one or more investment options of the Plan, which are as follows: 1) Cooper Tire & Rubber Company common stock. 2) Mutual funds managed by the American Funds Group, a subsidiary of Capital Group Incorporated: a) The Investment Company of America Fund - managed to maximize long-term growth of capital and income, placing greater emphasis on future dividends than on current income. b) The Washington Mutual Investors Fund - managed to provide current income and opportunity for capital growth through the selection of common stocks. 3) Cash with interest - contributions are maintained in deposit accounts with insurance companies. The Plan provides the following: - Basic contributions may be made in one percent multiples of participant's compensation up to six percent. - Pre-tax dollar qualifier (PDQ) contributions may be made in one percent multiples of participant's compensation up to fifteen percent. - Supplemental contributions may be made in one percent multiples of participant's compensation up to ten percent. - In no event shall the aggregate of a participant's contributions exceed sixteen percent of participant's compensation. - The Company will contribute to the Plan each year from current or accumulated earnings an amount equal to the lesser of: (a) the aggregate of all basic and PDQ contributions which represent up to six percent of each participant's compensation, less any forfeitures, or (b) an amount equal to fifteen percent of the Company's current year pre-tax earnings, exclusive of any deductions for contributions to the Plan, in excess of ten percent of the stockholders' equity of the Company at the beginning of the year. (Continued) 5 6 2. Summary of Plan (Continued) The Company's Board of Directors, at its discretion, may waive the limitation in (b) and contribute from current or accumulated earnings an amount not to exceed the limitation in (a). The Company's contributions are allocated to each participant's account in proportion to his or her basic contributions and PDQ contributions up to an aggregate of six percent of the participant's compensation for each year. The Company contribution to a participant's account becomes vested after five years of continuous credited service; thereafter, Company contributions become vested when made. In addition, participants will have a fully vested right to the Company's contributions upon termination from the Plan due to retirement, total and permanent disability, or death and shall be eligible to receive the Company's contribution for that year as if he or she had not terminated participation. Earnings attributed to Company contributions allocated to a participant's account and those attributed to a participant's contributions are vested immediately. The Plan provides for total or partial withdrawal of a participant's account. Except for the unvested portion of Company contributions, a participant may withdraw the total of his or her basic contributions and Company contributions at any time. At the time of a total withdrawal of basic contributions and Company contributions, or at the time of a partial withdrawal of basic contributions made in years in which the Company contribution is not vested, a total withdrawal of any supplemental contributions and earnings thereon in the participant's account must also be made. No amounts may be withdrawn by a participant from PDQ contributions prior to termination of employment or plan termination unless the participant has either attained age 59 1/2, becomes totally and permanently disabled, or is able to demonstrate financial hardship. Partial withdrawals may be made twice in any calendar year. However, all withdrawals relating to PDQ contributions are subject to Internal Revenue Service (IRS) regulations. Investment options for future contributions may be changed every 180 days. Reallocation of balances among the investment options may be made every 90 days. However, the Plan only allows participants to divest holdings of the Company's common stock after a six-month period following the most recent acquisition and to reinvest in the Company's common stock after a six-month period following the most recent divestiture. Directions given by participants to the Plan trustee concerning the voting of common stock are confidential. The Company has reserved the right to amend, modify, suspend or terminate the Plan at any time by action of its Board of Directors. Upon termination of the Plan, or upon the complete discontinuance of Company contributions under the Plan, the rights of each participant to the assets then held for his or her account under the Plan shall be nonforfeitable. (Continued) 6 7 3. Income Taxes The IRS issued a determination letter dated April 22, 1986 advising that the Plan, as amended, meets the requirements of Section 401(a) of the Internal Revenue Code and, therefore, the Trust created pursuant to the Plan qualifies as a tax-exempt Trust under Section 501(a). Subject to the conditions and limitations of Sections 404 and 415 of the Internal Revenue Code, Company contributions under the Plan are deductible for tax purposes. No determination letter has been requested for amendments subsequent to April 22, 1986. However, it is the intention of the Company to operate this Plan in accordance with IRS guidelines. 4. Investments The Plan's investments are held by National City Bank as trustee under an agreement which directs the trustee to invest participant contributions based on their investment elections. Information with respect to the Plan's investments is presented in the statement of assets available for plan benefits. Contributions and income not yet invested in the options selected by the participant due to the "transaction period" as defined by the Plan, are invested in short-term investments. The unrealized appreciation (depreciation) of the Plan's investments and net realized gain (based on the cost of the specific Company stock certificates and mutual fund interests) consisted of the following:
Year ended December 31 1993 1992 ------------------------ Unrealized appreciation/depreciation: Cooper Tire & Rubber Company common stock $(117,213,355) $71,115,077 Mutual funds 228,156 35,935 ----------- ---------- $(116,985,199) $71,151,012 =========== ========== Net realized gain: Cooper Tire & Rubber Company common stock $10,169,517 $11,073,293 Mutual funds 3,624 1,048 ---------- ---------- $10,173,141 $11,074,341 ========== ==========
Changes in amounts allocated to each of the Plan's investment options are summarized as follows:
7 8 Mutual Funds --------------------- Common The Washington Stock Cash Investment Mutual of the with Company of Investors Company Interest America Fund Total ----------------------------------------------------------- Balance at 12/31/91 $277,266,226 $63,181,601 $1,385,153 $572,627 $342,405,607 Unrealized appreciation of investments 71,115,077 15,903 20,032 71,151,012 Realized gain 11,073,293 1,048 11,074,341 Investment income: Interest 39,343 4,915,432 443 351 4,955,569 Dividends 1,795,501 104,294 49,892 1,949,687 ----------- ---------- --------- ------- ----------- 1,834,844 4,915,432 104,737 50,243 6,905,256 Contributions: Participants 5,097,077 3,016,777 72,161 60,452 8,246,467 Employer (gross amount before reduction for forfeitures) 5,648,940 5,648,940 Less forfeitures arising from withdrawals (141,612) (141,612) ----------- ---------- --------- ------- ----------- Net employer contributions 5,507,328 5,507,328 ----------- ---------- --------- ------- ----------- 94,627,619 7,932,209 192,801 131,775 102,884,404 Participants' withdrawals (10,870,647) (8,012,194) (355,529) (232,325) (19,470,695) Transfers between options (196,451) (1,619,481) 938,080 877,852 - ----------- ---------- --------- ------- ----------- Balance at 12/31/92 360,826,747 61,482,135 2,160,505 1,349,929 425,819,316 Unrealized appreciation/ (depreciation) of investments (117,213,355) 116,576 111,580 (116,985,199) Realized gain 10,169,517 3,404 220 10,173,141 Investment income: Interest 29,462 4,490,206 482 376 4,520,526 Dividends 2,000,788 207,327 119,661 2,327,776 ----------- ---------- --------- ------- ----------- 2,030,250 4,490,206 207,809 120,037 6,848,302 Contributions: Participants 6,736,664 2,534,214 90,216 78,423 9,439,517 Employer (gross amount before reduction for forfeitures) 6,370,650 6,370,650 (Continued) 8 9 Less forfeitures arising from withdrawals (145,152) (145,152) ----------- ----------- --------- --------- ----------- Net employer contributions 6,225,498 6,225,498 ----------- ----------- --------- --------- ----------- (92,051,426) 7,024,420 418,005 310,260 (84,298,741) Participants' withdrawals (10,610,174) (7,303,205) (6,800) (20,196) (17,940,375) Transfers between options (7,670,842) 5,312,793 1,387,527 970,522 - ----------- ----------- --------- --------- ----------- Balance at 12/31/93 $250,494,305 $66,516,143 $3,959,237 $2,610,515 $323,580,200 =========== ========== ========= ========= ===========
5. Benefits Payable The value of accounts of participants who have withdrawn from the Plan are $11,129,606 and $1,226,302 at December 31, 1993 and 1992, respectively. Such amounts are included in assets available for plan benefits for the respective years. 9 10 Schedules 11 Cooper Tire & Rubber Company Thrift and Profit Sharing Plan Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1993
Shares, Cost (Plus Units or Accrued Fair Description Face Amount Interest Value - - ----------------------------------------------------------------------- Cooper Tire & Rubber Company - common stock 9,815,499 $50,273,121 $245,387,475 Cash with interest: Provident Life and Accident Insurance Company - 5.55% annuity contract; 50% of balance matures January 31, 1995 and remainder matures January 30, 1998 10,294,715 10,294,715 10,294,715 John Hancock Mutual Life Insurance Company - 8.27% annuity contract; matures January 31, 1997 8,730,911 8,730,911 8,730,911 Provident Life Insurance Company - 5.48% annuity contract; matures July 31, 1996 8,106,780 8,106,780 8,106,780 Continental Assurance Company - 8.37% annuity contract; matures January 31, 1994 7,130,891 7,130,891 7,130,891 New York Life Insurance Company - 8.70% annuity contract; matures July 31, 1994 7,116,101 7,116,101 7,116,101 Sun Life Insurance Company of Canada (U.S.) - 8.07% annuity contract; matures January 31, 1996 6,058,384 6,058,384 6,058,384 Principal Mutual Life Insurance Company - 4.73% annuity contract; 50% of balance matures January 31, 1995 and remainder matures July 31, 1997 5,438,301 5,438,301 5,438,301 Connecticut General Life Insurance Company - 7.03% variable annuity contract; matures July 31, 1995 5,144,440 5,144,440 5,144,440 Confederation Life Insurance Company - 6.06% annuity contract; matures July 31, 1997 5,128,040 5,128,040 5,128,040 (Continued) 10 12 Confederation Life Insurance Company - 6.19% annuity contract; matures January 31, 1998 3,174,414 3,174,414 3,174,414 ---------- ----------- Total cash with interest 66,322,977 66,322,977 Mutual funds: The Investment Company of America 186,571 3,274,600 3,492,601 Washington Mutual Investors Fund 140,727 2,417,021 2,576,329 ---------- ----------- Total mutual funds 5,691,621 6,068,930 + National City Bank - NCC Government Portfolio Fund 1,694,818 1,694,818 1,694,818 ---------- ----------- Total assets held for investment purposes $123,982,537 $319,474,200 =========== =========== + Party-in-interest
11 13 Cooper Tire & Rubber Company Thrift and Profit Sharing Plan Item 27d - Schedule of Reportable Transactions Year ended December 31, 1993
Sales ------------------------------------ Cost (Plus Cost of Accrued Gain/ Description of Assets Purchases Proceeds Interest) (Loss) - - ----------------------------------------------------------------------- National City Bank - NCC Government Portfolio Fund $57,399,315 $57,279,894 $57,279,894 $ - Cooper Tire & Rubber Company common stock 9,958,825 11,872,344 1,702,827 10,169,517 Note: The purchase and selling price for each reportable transaction represents its fair value at the time of acquisition or disposition.
12 14 EXHIBIT (99) Cooper Tire & Rubber Company Texarkana Pre-Tax Savings Plan Financial Statements and Schedules Years ended December 31, 1993 and 1992 Contents Report of Independent Auditors 1 Audited Financial Statements Statements of Assets Available for Plan Benefits 2 Statements of Changes in Assets Available for Plan Benefits 3 Notes to Financial Statements 4 Schedules Item 27a - Schedule of Assets Held for Investment Purposes 8 Item 27d - Schedule of Reportable Transactions 9 A schedule of party-in-interest transactions has not been presented because there were no party-in- interest transactions which are prohibited by ERISA Section 406 and for which there is no statutory or administrative exemption. 15 Report of Independent Auditors Pre-Tax Savings Plan Committee Cooper Tire & Rubber Company Texarkana Pre-Tax Savings Plan We have audited the accompanying statements of assets available for plan benefits of the Cooper Tire & Rubber Company Texarkana Pre-Tax Savings Plan as of December 31, 1993 and 1992, and the related statements of changes in assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for plan benefits of the Cooper Tire & Rubber Company Texarkana Pre-Tax Savings Plan at December 31, 1993 and 1992, and the changes in its assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying schedules of assets held for investment purposes as of December 31, 1993 and reportable transactions for the year then ended are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The schedules have been subjected to the auditing procedures applied in our audit of the 1993 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1993 basic financial statements taken as a whole. May 10, 1994 1 16 Cooper Tire & Rubber Company Texarkana Pre-Tax Savings Plan Statements of Assets Available for Plan Benefits
December 31 1993 1992 ----------------------------- Assets Investments (Note 4): Cooper Tire & Rubber Company common stock $3,984,525 $3,322,956 Cash with interest 548,483 400,590 Short-term investments 216,041 510,533 Mutual funds 31,998 15,757 --------- --------- Assets available for plan benefits $4,781,047 $4,249,836 ========= ========= See accompanying notes.
2 17 Cooper Tire & Rubber Company Texarkana Pre-Tax Savings Plan Statements of Changes in Assets Available for Plan Benefits
Year ended December 31 1993 1992 ---------------------- Participants' contributions $1,880,298 $1,643,383 Unrealized appreciation/(depreciation) of investments (Note 4) (1,129,497) 784,583 Investment income: Interest 40,993 35,772 Dividends 28,156 13,327 --------- --------- Total additions 819,950 2,477,065 Participants' withdrawals (288,739) (32,405) --------- --------- Increase in assets available for plan benefits during the year 531,211 2,444,660 Assets available for plan benefits at beginning of year 4,249,836 1,805,176 --------- --------- Assets available for plan benefits at end of year $4,781,047 $4,249,836 ========= ========= See accompanying notes.
3 18 Cooper Tire & Rubber Company Texarkana Pre-Tax Savings Plan Notes to Financial Statements December 31, 1993 and 1992 1. Significant Accounting Policies Investments Investments in common stock of Cooper Tire & Rubber Company (Company) and in mutual funds are stated at quoted market value as determined on the last business day of the Plan year. Short-term investments are stated at cost and cash with interest investments are valued at cost plus accrued interest, both of which approximate fair value. Contributions Contributions are recorded when the Company makes payroll deductions from Plan participants, and are invested in any of four investment options at the participant's election. 2. Summary of Plan The Cooper Tire & Rubber Company Texarkana Pre-Tax Savings Plan (Plan) established on June 4, 1990, is a defined contribution plan administered by a Plan Committee appointed by the Company. Participation in the Plan is voluntary and any employee of the Company eligible for membership in Local Union #752, United Rubber, Cork, Linoleum and Plastic Workers of America (Union) is eligible to participate in the Plan if he or she has completed thirty days of continuous credited service. At December 31, 1993, 701 participants had designated investment of contributions in one or more investment options of the Plan, which are as follows: 1) Cooper Tire & Rubber Company common stock. 2) Mutual funds managed by the American Funds Group, a subsidiary of Capital Group Incorporated: a) The Investment Company of America Fund - managed to maximize long-term growth of capital and income, placing greater emphasis on future dividends than on current income. b) The Washington Mutual Investors Fund - managed to provide current income and opportunity for capital growth through the selection of common stocks. 3) Cash with interest - contributions are maintained in deposit accounts with insurance companies. (Continued) 4 19 2. Summary of Plan (Continued) The Plan provides that Pre-Tax Savings Plan (PSP) contributions may be made in one percent multiples of participant's compensation up to fifteen percent, subject to Internal Revenue Service (IRS) limits on annual contributions to the Plan. The amount of contribution may be changed only twice during each year; January 1 and/or July 1. Investment options for future contributions may be changed every 180 days. Reallocation of balances may be made among the options every 90 days. However, the Plan only allows participants to divest holdings of the Company's common stock after a six-month period following the most recent acquisition and to reinvest in the Company's common stock after a six-month period following the most recent divestiture. Directions given by participants to the Plan trustee concerning the voting of common stock are confidential. No amounts may be withdrawn by a participant from PSP contributions prior to termination of employment unless the participant has either attained age 59 1/2, becomes totally and permanently disabled, or is able to demonstrate financial hardship. Hardship withdrawals by participants not yet attaining 59 1/2 years of age are limited to PSP contributions and are subject to IRS regulations. Participants are fully vested in their contributions and earnings thereon. The Plan shall continue until March 5, 1996. Thereafter it shall renew itself for yearly periods unless written notice is given by the Company or the Union that it is desired to terminate or amend the Plan. The Company has reserved the right to amend the Plan at any time if such amendment is necessary to enable the Plan to meet the requirements of the Internal Revenue Code or the requirements of any governmental authority. If the Plan terminates, and a successor plan is not adopted, all assets will be distributed to participants in a lump sum. 3. Income Taxes The IRS issued a determination letter dated June 7, 1991 advising that the Plan meets the requirements of Section 401(a) of the Internal Revenue Code and, therefore, the Trust created pursuant to the Plan qualifies as a tax-exempt Trust under Section 501(a). (Continued) 5 20 4. Investments The Plan's investments are held by National City Bank as trustee under an agreement which directs the trustee to invest participant contributions based on their investment elections. Information with respect to the Plan's investments is presented in the statement of assets available for plan benefits. PSP contributions and income not yet invested in the options selected by the participant due to the "transaction period" as defined by the Plan, are invested in cash with interest investments. The unrealized appreciation/(depreciation) of the Plan's investments consisted of the following:
Year ended December 31 1993 1992 ----------------------- Cooper Tire & Rubber Company common stock $(1,130,910) $784,209 Mutual funds 1,413 374 --------- ------- $(1,129,497) $784,583 ========== =======
Changes in amounts allocated to each of the Plan's investment options are summarized below:
Mutual Funds ----------------------- Common Washington The Stock Cash Mutual Investment of the with Investors Company of Company Interest Fund America Total ------- -------- ---- ------- ----- Balance at 12/31/91 $1,469,158 $334,693 $ 635 $ 690 $1,805,176 Additions: Participants' contributions 1,319,255 306,794 10,221 7,113 1,643,383 Unrealized appreciation 784,209 280 94 784,583 Interest and dividend income 18,914 29,856 137 192 49,099 --------- ------- ------ ----- --------- Total additions 2,122,378 336,650 10,638 7,399 2,477,065 Participants' withdrawals (25,303) (7,102) (32,405) Transfers between options 208,273 (210,600) 2,486 (159) - --------- ------- ------ ----- --------- Balance at 12/31/92 3,774,506 453,641 13,759 7,930 4,249,836 (Continued) 6 21 Additions: Participants' contributions 1,633,981 223,016 14,382 8,919 1,880,298 Unrealized appreciation/ (depreciation) (1,130,910) 922 491 (1,129,497) Interest and dividend income 30,577 36,712 1,363 497 69,149 --------- ------- ------ ----- --------- Total additions 533,648 259,728 16,667 9,907 819,950 Participants' withdrawals (237,418) (50,998) (323) (288,739) Transfers between options 93,869 (81,940) (2,321) (9,608) - --------- ------- ------ ----- --------- Balance at 12/31/93 $4,164,605 $580,431 $27,782 $8,229 $4,781,047 ========= ======= ====== ===== =========
7 22 Schedules 23 Cooper Tire & Rubber Company Texarkana Pre-Tax Savings Plan Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1993 Shares, Cost (Plus Units, or Accrued Fair Description Face Amount Interest) Value - - ----------------------------------------------------------------------- Cooper Tire & Rubber Company common stock 159,381 $3,641,757 $3,984,525 Cash with interest: New York Life Insurance Company - 8.70% annuity contract; matures July 31, 1994 231,742 231,742 231,742 Provident Life and Accident Insurance Company - 5.55% annuity contract; 50% of balance matures January 31, 1995 and remainder matures January 30, 1998 174,196 174,196 174,196 John Hancock Mutual Life Insurance Company - 8.27% annuity contract; matures January 31, 1997 116,203 116,203 116,203 Principal Mutual Life Insurance Company - 4.73% annuity contract; 50% of balance matures January 31, 1995 and remainder matures July 31, 1997 26,342 26,342 26,342 --------- --------- Total cash with interest 548,483 548,483 + National City Bank - NCC Government Portfolio Fund 216,041 216,041 216,041 Mutual Funds: The Washington Mutual Investors Fund 1,360 23,696 24,918 The Investment Company of America 378 6,848 7,080 --------- --------- Total mutual funds 30,544 31,998 --------- --------- Total assets held for investment purposes $4,436,825 $4,781,047 ========= ========= + Party-in-interest
8 24 Cooper Tire & Rubber Company Texarkana Pre-Tax Savings Plan Item 27d - Schedule of Reportable Transactions
Year ended December 31, 1993 Sales --------------------------------- Cost (Plus Cost of Accrued Gain/ Description of Assets Purchases Proceeds Interest) (Loss) - - --------------------------------------------------------------------- National City Bank - NCC Government Portfolio Fund $4,277,950 $4,572,442 $4,572,442 $ - Cooper Tire & Rubber Company common stock 1,792,478 Note: The purchase and selling price for each reportable transaction represents its fair value at the time of acquisition or disposition.
9 25 EXHIBIT (99) Cooper Tire & Rubber Company Pre-Tax Savings Plan at the Auburn Plant Financial Statements and Schedules Year ended December 31, 1993 and Period ended December 31, 1992 Contents Report of Independent Auditors 1 Statements of Assets Available for Plan Benefits 2 Statements of Changes in Assets Available for Plan Benefits 3 Notes to Financial Statements 4 Schedules Item 27a - Schedule of Assets Held for Investment Purposes 7 Item 27d - Schedule of Reportable Transactions 8 A schedule of party-in-interest transactions has not been presented because there were no party-in- interest transactions which are prohibited by ERISA Section 406 and for which there is no statutory or administrative exemption. 26 Report of Independent Auditors Pre-Tax Savings Plan Committee Cooper Tire & Rubber Company Pre-Tax Savings Plan at the Auburn Plant We have audited the accompanying statements of assets available for plan benefits of the Cooper Tire & Rubber Company Pre-Tax Savings Plan at the Auburn Plant as of December 31, 1993 and 1992, and the related statements of changes in assets available for plan benefits for the year ended December 31, 1993 and the seven-month period (since inception) ended December 31, 1992. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for plan benefits of the Cooper Tire & Rubber Company Pre-Tax Savings Plan at the Auburn Plant at December 31, 1993 and 1992, and the changes in its assets available for plan benefits for the year ended December 31, 1993 and the seven-month period ended December 31, 1992, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying schedules of assets held for investment purposes as of December 31, 1993 and reportable transactions for the year then ended are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The schedules have been subjected to the auditing procedures applied in our audit of the 1993 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1993 basic financial statements taken as a whole. May 10, 1994 1 27 Cooper Tire & Rubber Company Pre-Tax Savings Plan at the Auburn Plant Statements of Assets Available for Plan Benefits
December 31 1993 1992 -------- ------- Assets Investments (Note 4): Cooper Tire & Rubber Company common stock $129,100 $28,356 Cash with interest: Provident Life and Accident Insurance Company 5.55% annuity contract 36,179 8,187 Principal Mutual Life Insurance Company 4.73% annuity contract 14,366 - ------- ------ 50,545 8,187 Mutual funds: The Investment Company of America 17,416 3,561 Other 11,208 2,515 ------- ----- 28,624 6,076 Short-term investments 4,688 294 ------- ------ 212,957 42,913 Participants' contributions receivable 34,064 14,553 ------- ------ Assets available for plan benefits $247,021 $57,466 ======= ====== See accompanying notes.
2 28 Cooper Tire & Rubber Company Pre-Tax Savings Plan at the Auburn Plant Statements of Changes in Assets Available for Plan Benefits
Seven-month Year ended period ended December 31 December 31 1993 1992 ----------- ----------- Participants' contributions $210,118 $55,161 Unrealized appreciation/(depreciation) of investments (Note 4) (22,463) 2,642 Investment income: Interest 2,178 121 Dividends 1,760 109 ------- ------ Total additions 191,593 58,033 Participants' withdrawals (2,038) (567) ------- ------- Increase in assets available for plan benefits during the period 189,555 57,466 Assets available for plan benefits at beginning of period 57,466 - ------- ------ Assets available for plan benefits at end of period $247,021 $57,466 ======= ====== See accompanying notes.
3 29 Cooper Tire & Rubber Company Pre-Tax Savings Plan at the Auburn Plant Notes to Financial Statements December 31, 1993 and 1992 1. Significant Accounting Policies Investments Investments in common stock of Cooper Tire & Rubber Company (Company) and in mutual funds are stated at quoted market value as determined on the last business day of the Plan year. Short-term investments are stated at cost and cash with interest investments are valued at cost plus accrued interest, both of which approximate fair value. Contributions Contributions are recorded when the Company makes payroll deductions from Plan participants, and are invested in any of four investment options at the participant's election. 2. Summary of Plan The Cooper Tire & Rubber Company Pre-Tax Savings Plan at the Auburn Plant (Plan) was established on November 24, 1991 and became operational on June 1, 1992. The Plan is a defined contribution plan administered by a Plan Committee appointed by the Company. Participation in the Plan is voluntary and any employee of the Company eligible for membership in Local Union #634, United Rubber, Cork, Linoleum and Plastic Workers of America (Union) is eligible to participate in the Plan if he or she has completed thirty days of continuous credited service. At December 31, 1993, 137 participants had designated investment of contributions in one or more investment options of the Plan, which are as follows: 1) Cooper Tire & Rubber Company common stock. 2) Mutual funds managed by the American Funds Group, a subsidiary of Capital Group Incorporated: a) The Investment Company of America Fund - managed to maximize long-term growth of capital and income, placing greater emphasis on future dividends than on current income. b) The Washington Mutual Investors Fund - managed to provide current income and opportunity for capital growth through the selection of common stocks. 3) Cash with interest - contributions are maintained in deposit accounts with insurance companies. (Continued) 4 30 2. Summary of Plan The Plan provides that Pre-Tax Savings Plan (PSP) contributions may be made in one percent multiples of participant's compensation up to fifteen percent, subject to Internal Revenue Service (IRS) limits on annual contributions to the Plan. The amount of contribution may be changed only twice during each year; January 1 and/or July 1. Investment options for future contributions may be changed every 180 days. Reallocation of balances may be made among the options every 90 days. However, the Plan only allows participants to divest holdings of the Company's common stock after a six-month period following the most recent acquisition and to reinvest in the Company's common stock after a six-month period following the most recent divestiture. Directions given by participants to the Plan trustee concerning the voting of common stock are confidential. No amounts may be withdrawn by a participant from PSP contributions prior to termination of employment unless the participant has either attained age 59 1/2, becomes totally and permanently disabled, or is able to demonstrate financial hardship. Hardship withdrawals by participants not yet attaining 59 1/2 years of age are limited to PSP contributions and are subject to IRS regulations. Participants are fully vested in their contributions and earnings thereon. The Plan shall continue until December 5, 1994. Thereafter it shall renew itself for yearly periods unless written notice is given by the Company or the Union that it is desired to terminate or amend the Plan. The Company has reserved the right to amend the Plan at any time if such amendment is necessary to enable the Plan to meet the requirements of the Internal Revenue Code or the requirements of any governmental authority. If the Plan terminates, and a successor plan is not adopted, all assets will be distributed to participants in a lump sum. 3. Income Taxes The IRS issued a determination letter dated September 2, 1993 advising that the Plan meets the requirements of Section 401(a) of the Internal Revenue Code and, therefore, the Trust created pursuant to the Plan qualifies as a tax-exempt Trust under Section 501(a). 4. Investments The Plan's investments are held by National City Bank as trustee under an agreement which directs the trustee to invest participant contributions based on their investment elections. Information with respect to the Plan's investments is presented in the statement of assets available for plan benefits. PSP contributions and income not yet invested in the options selected by the participant due to the "transaction period" as defined by the Plan, are invested in cash with interest investments. (Continued) 5 31 The unrealized appreciation/(depreciation) of the Plan's investments consisted of the following:
Year-ended Seven-month period December 31 ended December 31 1993 1992 ----------- ------------------ Cooper Tire & Rubber Company common stock $(23,006) $2,604 Mutual funds 543 38 ------- ----- $(22,463) $2,642 ======= =====
Changes in amounts allocated to each of the Plan's investment options are summarized below:
Mutual Funds -------------------- Common The Washington Stock Cash Investment Mutual of the with Company of Investors Company Interest America Fund Total -------- -------- --------- -------- ----- Additions: Participants' contributions $ 34,672 $12,672 $ 4,591 $ 3,226 $ 55,161 Unrealized appreciation 2,604 11 27 2,642 Interest and dividend income 56 90 79 5 230 ------- ------ ------ ------ ------- Total additions 37,332 12,762 4,681 3,258 58,033 Participants' withdrawals (567) (567) ------- ------ ------ ------ ------- Balance at December 31, 1992 37,332 12,195 4,681 3,258 57,466 Additions: Participants' contributions 136,906 47,849 15,582 9,781 210,118 Unrealized appreciation/ (depreciation) (23,006) 315 228 (22,463) Interest and dividend income 743 1,705 965 525 3,938 ------- ------ ------ ------ ------- Total additions 114,643 49,554 16,862 10,534 191,593 Participants' withdrawals (26) (2,012) (2,038) Transfers between options (124) 124 - ------- ------ ------ ------ ------- Balance at December 31, 1993 $151,825 $59,861 $21,543 $13,792 $247,021 ======= ====== ====== ====== =======
6 32 Schedules 33 Cooper Tire & Rubber Company Pre-Tax Savings Plan at the Auburn Plant Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1993
Cost Shares (Plus Units, or Accrued Fair Description Face Amount Interest) Value - - ---------------------------------------------------------------------- Cooper Tire & Rubber Company common stock 5,164 $149,503 $129,100 Cash with Interest: Provident Life and Accident Insurance Company - 5.55% annuity contract; 50% of balance matures January 31, 1995 and remainder matures July 31, 1998 36,179 36,179 36,179 Principal Mutual Life Insurance Company - 4.73% annuity contract; 50% of balance matures January 31, 1995 and remainder matures July 31, 1997 14,366 14,366 14,366 ------- ------- Total cash with interest 50,545 50,545 Mutual Funds: The Investment Company of America 930 17,090 17,416 The Washington Mutual Investors Fund 612 10,953 11,208 ------- ------- Total mutual funds 28,043 28,624 +National City Bank - NCC Government 4,688 4,688 4,688 ------- ------- Total assets held for investment purposes $232,779 $212,957 ======= ======= + Party-in-interest
7 34 Cooper Tire & Rubber Company Pre-Tax Savings Plan at the Auburn Plant Item 27d - Schedule of Reportable Transactions Year ended December 31, 1993
Sales Cost (Plus Cost of Accrued Gain/ Description of Assets Purchases Proceeds Interest) (Loss) - - --------------------------------------------------------------------- National City Bank - NCC Government Portfolio Fund $362,415 $358,021 $358,021 $ - Cooper Tire & Rubber Company common stock 123,751 Provident Life and Accident Insurance Company 5.55% annuity contract 27,992 Principal Mutual Life Insurance Company 4.73% annuity contract 14,366 The Investment Company of America - mutual fund 13,540 The Washington Mutual Investors Fund - mutual fund 8,465 Note: The purchase and selling price for each reportable transaction represents its fair value at the time of acquisition or disposition.
8 35 EXHIBIT (99) Cooper Tire & Rubber Company Pre-Tax Savings Plan at the Findlay Plant Financial Statements and Schedules Year ended December 31, 1993 and Period ended December 31, 1992 Contents Report of Independent Auditors 1 Audited Financial Statements Statements of Assets Available for Plan Benefits 2 Statements of Changes in Assets Available for Plan Benefits 3 Notes to Financial Statements 4 Schedules Item 27a - Schedule of Assets Held for Investment Purposes 8 Item 27d - Schedule of Reportable Transactions 9 A schedule of party-in-interest transactions has not been presented because there were no party-in- interest transactions which are prohibited by ERISA Section 406 and for which there is no statutory or administrative exemption. 36 Report of Independent Auditors Pre-Tax Savings Plan Committee Cooper Tire & Rubber Company Pre-Tax Savings Plan at the Findlay Plant We have audited the accompanying statements of assets available for plan benefits of the Cooper Tire & Rubber Company Pre-Tax Savings Plan at the Findlay Plant as of December 31, 1993 and 1992, and the related statements of changes in assets available for plan benefits for the year ended December 31, 1993 and the seven-month period (since inception) ended December 31, 1992. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for plan benefits of the Cooper Tire & Rubber Company Pre-Tax Savings Plan at the Findlay Plant at December 31, 1993 and 1992, and the changes in its assets available for plan benefits for the year ended December 31, 1993 and the seven-month period ended December 31, 1992, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying schedules of assets held for investment purposes as of December 31, 1993 and reportable transactions for the year then ended are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The schedules have been subjected to the auditing procedures applied in our audit of the 1993 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1993 basic financial statements taken as a whole. May 10, 1994 1 37 Cooper Tire & Rubber Company Pre-Tax Savings Plan at the Findlay Plant Statements of Assets Available for Plan Benefits
December 31 1993 1992 -------------------------- Assets Investments (Note 4): Cooper Tire & Rubber Company common stock $ 914,125 $252,518 Mutual funds: The Investment Company of America 148,449 32,304 The Washington Mutual Investors Fund 87,483 16,368 --------- ------- 235,932 48,672 Cash with interest 90,861 20,578 Short-term investments 25,032 385 --------- ------- 1,265,950 322,153 Participants' contributions receivable 171,621 109,564 --------- ------- Assets available for plan benefits $1,437,571 $431,717 ========= ======= See accompanying notes.
2 38 Cooper Tire & Rubber Company Pre-Tax Savings Plan at the Findlay Plant Statements of Changes in Assets Available for Plan Benefits
Seven-month Year ended period ended December 31 December 31 1993 1992 ----------- ------------ Participants' contributions $1,154,596 $399,521 Unrealized appreciation/(depreciation) of investments (Note 4) (159,058) 31,203 Investment income: Interest 7,276 736 Dividends 14,328 257 --------- -------- Total additions 1,017,142 431,717 Participants' withdrawals (11,288) - --------- ------- Increase in assets available for plan benefits during the period 1,005,854 431,717 Assets available for plan benefits at beginning of period 431,717 - --------- ------- Assets available for plan benefits at end of period $1,437,571 $431,717 ========= ======= See accompanying notes.
3 39 Cooper Tire & Rubber Company Pre-Tax Savings Plan at the Findlay Plant Notes to Financial Statements December 31, 1993 and 1992 1. Significant Accounting Policies Investments Investments in common stock of Cooper Tire & Rubber Company (Company) and in mutual funds are stated at quoted market value as determined on the last business day of the Plan year. Short-term investments are stated at cost and cash with interest investments are valued at cost plus accrued interest, both of which approximate fair value. Contributions Contributions are recorded when the Company makes payroll deductions from Plan participants, and are invested in any of four investment options at the participant's election. 2. Summary of Plan The Cooper Tire & Rubber Company Pre-Tax Savings Plan at the Findlay Plant (Plan) was established on December 6, 1991 and became operational on June 1, 1992. The Plan is a defined contribution plan administered by a Plan Committee appointed by the Company. Participation in the Plan is voluntary and any employee of the Company eligible for membership in Local Union #207, United Rubber, Cork, Linoleum and Plastic Workers of America (Union) is eligible to participate in the Plan if he or she has completed thirty days of continuous credited service. At December 31, 1993, 305 participants had designated investment of contributions in one or more investment options of the Plan, which are as follows: 1) Cooper Tire & Rubber Company common stock. 2) Mutual funds managed by the American Funds Group, a subsidiary of Capital Group Incorporated: a) The Investment Company of America Fund - managed to maximize long-term growth of capital and income, placing greater emphasis on future dividends than on current income. b) The Washington Mutual Investors Fund - managed to provide current income and opportunity for capital growth through the selection of common stocks. 3) Cash with interest - contributions are maintained in deposit accounts with insurance companies. (Continued) 4 40 2. Summary of Plan (continued) The Plan provides that Pre-Tax Savings Plan (PSP) contributions may be made in one percent multiples of participant's compensation up to fifteen percent, subject to Internal Revenue Service (IRS) limits on annual contributions to the Plan. The amount of contribution may be changed only twice during each year; January 1 and/or July 1. Investment options for future contributions may be changed every 180 days. Reallocation of balances may be made among the options every 90 days. However, the Plan only allows participants to divest holdings of the Company's common stock after a six-month period following the most recent acquisition and to reinvest in the Company's common stock after a six-month period following the most recent divestiture. Directions given by participants to the Plan trustee concerning the voting of common stock are confidential. No amounts may be withdrawn by a participant from PSP contributions prior to termination of employment unless the participant has either attained age 59 1/2, becomes totally and permanently disabled, or is able to demonstrate financial hardship. Hardship withdrawals by participants not yet attaining 59 1/2 years of age are limited to PSP contributions and are subject to IRS regulations. Participants are fully vested in their contributions and earnings thereon. The Plan shall continue until October 31, 1994. Thereafter it shall renew itself for yearly periods unless written notice is given by the Company or the Union that it is desired to terminate or amend the Plan. The Company has reserved the right to amend the Plan at any time if such amendment is necessary to enable the Plan to meet the requirements of the Internal Revenue Code or the requirements of any governmental authority. If the Plan terminates, and a successor plan is not adopted, all assets will be distributed to participants in a lump sum. 3. Income Taxes The IRS issued a determination letter dated September 2, 1993 advising that the Plan meets the requirements of Section 401(a) of the Internal Revenue Code and, therefore, the Trust created pursuant to the Plan qualifies as a tax-exempt Trust under Section 501(a). (Continued) 5 41 4. Investments The Plan's investments are held by National City Bank as trustee under an agreement which directs the trustee to invest participant contributions based on their investment elections. Information with respect to the Plan's investments is presented in the statement of assets available for plan benefits. PSP contributions and income not yet invested in the options selected by the participant due to the "transaction period" as defined by the Plan, are invested in cash with interest investments. The unrealized appreciation/(depreciation) of the Plan's investments consisted of the following:
Year ended Seven-month period December 31 ended December 31 1993 1992 ----------- ------------------ Cooper Tire & Rubber Company common stock $(163,098) $30,798 Mutual funds 4,040 405 ------- ------ $(159,058) $31,203 ======== ======
Changes in amounts allocated to each of the Plan's investment options are summarized below:
Mutual Funds --------------------- Common The Washington Stock Cash Investment Mutual of the with Company of Investors Company Interest America Fund Total ------- -------- ---------- ---------- ----- Additions: Participants' contributions $303,662 $ 28,147 $ 45,140 $ 22,572 $ 399,521 Unrealized appreciation 30,798 158 247 31,203 Interest and dividend income 645 248 65 35 993 ------- ------- ------- ------- --------- Balance at December 31, 1992 335,105 28,395 45,363 22,854 431,717 Additions: Participants' contributions 856,228 90,635 125,482 82,251 1,154,596 Unrealized appreciation/ (depreciation) (163,098) 2,829 1,211 (159,058) Interest and dividend income 5,752 3,278 8,694 3,880 21,604 ------- ------- ------- ------- --------- Total additions 698,882 93,913 137,005 87,342 1,017,142 (Continued) 6 42 Participants' withdrawals (9,034) (1,990) (132) (132) (11,288) Transfers between options 26,482 (12,992) (7,546) (5,944) - --------- ------- ------- ------- --------- Balance at December 31, 1993 $1,051,435 $107,326 $174,690 $104,120 $1,437,571 ========= ======= ======= ======= =========
7 43 Schedules 44 Cooper Tire & Rubber Company Pre-Tax Savings Plan at the Findlay Plant Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1993 Cost Shares, (Plus Units, or Accrued Fair Description Face Amount Interest) Value - - ---------------------------------------------------------------------- Cooper Tire & Rubber Company common stock 36,565 $1,046,425 $ 914,125 Mutual funds: The Investment Company of America 7,930 145,463 148,449 The Washington Mutual Investors Fund 4,778 86,025 87,483 --------- --------- Total mutual funds 231,488 235,932 Cash with interest: Provident Life and Accident Insurance Company - 5.55% annuity contract; 50% of balance matures January 31, 1995 and remainder matures January 30, 1998 61,332 61,332 61,332 Principal Mutual Life Insurance Company - 4.73% annuity contract; 50% of balance matures January 31, 1995 and remainder matures July 31, 1997 29,529 29,529 29,529 --------- --------- Total cash with interest 90,861 90,861 +National City Bank - NCC Government Portfolio Fund 25,032 25,032 25,032 --------- --------- Total assets held for investment purposes $1,393,806 $1,265,950 ========= ========= + Party-in-interest
8 45 Cooper Tire & Rubber Company Pre-Tax Savings Plan at the Findlay Plant Item 27d - Schedule of Reportable Transactions
Year ended December 31, 1993 Sales -------------------------------- Cost (Plus Cost of Accrued Gain/ Description of Assets Purchases Proceeds Interest) (Loss) - - ---------------------------------------------------------------------- National City Bank - NCC Government Portfolio Fund $2,133,659 $2,109,012 $2,109,012 $ - Cooper Tire & Rubber Company common stock 824,705 The Investment Company of America - mutual fund 113,317 The Washington Mutual Investors Fund - mutual fund 69,904 Provident Life and Accident Insurance Company 5.55% annuity contract 40,754 Principal Mutual Life Insurance Company 4.73% annuity contract 29,529 Note: The purchase and selling price for each reportable transaction represents its fair value at the time of acquisition or disposition.
9 46 EXHIBIT (99) Cooper Tire & Rubber Company Pre-Tax Savings Plan at the El Dorado Plant Financial Statements and Schedules Years ended December 31, 1993 and 1992 Contents Report of Independent Auditors 1 Audited Financial Statements Statements of Assets Available for Plan Benefits 2 Statements of Changes in Assets Available for Plan Benefits 3 Notes to Financial Statements 4 Schedules Item 27a - Schedule of Assets Held for Investment Purposes 8 Item 27d - Schedule of Reportable Transactions 9 A schedule of party-in-interest transactions has not been presented because there were no party-in- interest transactions which are prohibited by ERISA Section 406 and for which there is no statutory or administrative exemption. 47 Report of Independent Auditors Pre-Tax Savings Plan Committee Cooper Tire & Rubber Company Pre-Tax Savings Plan at the El Dorado Plant We have audited the accompanying statements of assets available for plan benefits of the Cooper Tire & Rubber Company Pre-Tax Savings Plan at the El Dorado Plant as of December 31, 1993 and 1992, and the related statements of changes in assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for plan benefits of the Cooper Tire & Rubber Company Pre-Tax Savings Plan at the El Dorado Plant at December 31, 1993 and 1992, and the changes in its assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying schedules of assets held for investment purposes as of December 31, 1993 and reportable transactions for the year then ended are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The schedules have been subjected to the auditing procedures applied in our audit of the 1993 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1993 basic financial statements taken as a whole. May 10, 1994 1 48 Cooper Tire & Rubber Company Pre-Tax Savings Plan at the El Dorado Plant Statements of Assets Available for Plan Benefit
December 31 1993 1992 -------------------------- Assets Investments (Note 4): Cooper Tire & Rubber Company common stock $ 77,425 $ 56,440 Cash with interest: John Hancock Mutual Life Insurance Company 8.27% annuity contract 35,427 32,593 Provident Life and Accident Insurance Company 5.55% annuity contract 29,368 10,625 Other 7,680 - ------- ------- 72,475 43,218 Short-term investments 3,120 3,373 Mutual funds 4,350 1,538 ------- ------- 157,370 104,569 Participants' contributions receivable 14,360 4,014 ------- ------- Assets available for plan benefits $171,730 $108,583 ======= ======= See accompanying notes.
2 49 Cooper Tire & Rubber Company Pre-Tax Savings Plan at the El Dorado Plant Statements of Changes in Assets Available for Plan Benefits
Year ended December 31 1993 1992 ------------------------- Participants' contributions $ 82,522 $ 75,413 Unrealized appreciation/(depreciation) of investments (Note 4) (19,687) 12,600 Realized gain - 11 Investment income: Interest 4,386 2,251 Dividends 628 222 ------- ------- Total additions 67,849 90,497 Participants' withdrawals (4,702) (5,581) ------- ------- Increase in assets available for plan benefits during the year 63,147 84,916 Assets available for plan benefits at beginning of year 108,583 23,667 ------- ------- Assets available for plan benefits at end of year $171,730 $108,583 ======= ======= See accompanying notes.
3 50 Cooper Tire & Rubber Company Pre-Tax Savings Plan at the El Dorado Plant Notes to Financial Statements December 31, 1993 and 1992 1. Significant Accounting Policies Investments Investments in common stock of Cooper Tire & Rubber Company (Company) and in mutual funds are stated at quoted market value as determined on the last business day of the Plan year. Short-term investments are stated at cost and cash with interest investments are valued at cost plus accrued interest, both of which approximate fair value. Contributions Contributions are recorded when the Company makes payroll deductions from Plan participants, and are invested in any of four investment options at the participant's election. 2. Summary of Plan The Cooper Tire & Rubber Company Pre-Tax Savings Plan at the El Dorado Plant (Plan), established on August 12, 1991, is a defined contribution plan administered by a Plan Committee appointed by the Company. Participation in the Plan is voluntary and any employee of the Company eligible for membership in Local Union #769, United Rubber, Cork, Linoleum and Plastic Workers of America (Union) is eligible to participate in the Plan if he or she has completed thirty days of continuous credited service. At December 31, 1993, 86 participants had designated investment of contributions in one or more investment options of the Plan, which are as follows: 1) Cooper Tire & Rubber Company common stock. 2) Mutual funds managed by the American Funds Group, a subsidiary of Capital Group Incorporated: a) The Investment Company of America Fund - managed to maximize long-term growth of capital and income, placing greater emphasis on future dividends than on current income. b) The Washington Mutual Investors Fund - managed to provide current income and opportunity for capital growth through the selection of common stocks. 3) Cash with interest - contributions are maintained in deposit accounts with insurance companies. (Continued) 4 51 2. Summary of Plan (Continued) The Plan provides that Pre-Tax Savings Plan (PSP) contributions may be made in one percent multiples of participant's compensation up to fifteen percent, subject to Internal Revenue Service (IRS) limits on annual contributions to the Plan. The amount of contribution may be changed only twice during each year; January 1 and/or July 1. Investment options for future contributions may be changed every 180 days. Reallocation of balances may be made among the options every 90 days. However, the Plan only allows participants to divest holdings of the Company's common stock after a six-month period following the most recent acquisition and to reinvest in the Company's common stock after a six-month period following the most recent divestiture. Directions given by participants to the Plan trustee concerning the voting of common stock are confidential. No amounts may be withdrawn by a participant from PSP contributions prior to termination of employment unless the participant has either attained age 59 1/2, becomes totally and permanently disabled, or is able to demonstrate financial hardship. Hardship withdrawals by participants not yet attaining 59 1/2 years of age are limited to PSP contributions and are subject to IRS regulations. Participants are fully vested in their contributions and earnings thereon. The Plan shall continue until April 27, 1995. Thereafter it shall renew itself for yearly periods unless written notice is given by the Company or the Union that it is desired to terminate or amend the Plan. The Company has reserved the right to amend the Plan at any time if such amendment is necessary to enable the Plan to meet the requirements of the Internal Revenue Code or the requirements of any governmental authority. If the Plan terminates, and a successor plan is not adopted, all assets will be distributed to participants in a lump sum. 3. Income Taxes The IRS issued a determination letter dated July 13, 1992 advising that the Plan meets the requirements of Section 401(a) of the Internal Revenue Code and, therefore, the Trust created pursuant to the Plan qualifies as a tax-exempt Trust under Section 501(a). (Continued) 5 52 4. Investments The Plan's investments are held by National City Bank as trustee under an agreement which directs the trustee to invest participant contributions based on their investment elections. Information with respect to the Plan's investments is presented in the statement of assets available for plan benefits. PSP contributions and income not yet invested in the options selected by the participant due to the "transaction period" as defined by the Plan, are invested in cash with interest investments. The unrealized appreciation/(depreciation) and realized gain of the Plan's investments consisted of the following:
Year ended December 31 1993 1992 ----------------------- Unrealized appreciation/(depreciation): Cooper Tire & Rubber Company common stock $(19,773) $12,560 Mutual funds 86 40 ------ ------ $(19,687) 12,600 ======= ====== Realized gain - mutual funds $ - $ 11 ======= ======
Changes in amounts allocated to each of the Plan's investment options are summarized below:
Mutual Funds ---------------------- Common Washington The Stock Cash Mutual Investment of the with Investors Company of Company Interest Fund America Total ------- -------- ---------- ---------- ----- Balance at December 31, 1991 $11,147 $12,316 $ 159 $ 45 $ 23,667 Additions: Participants' contributions 35,352 38,609 771 681 75,413 Unrealized appreciation 12,560 27 13 12,600 Realized gain 11 11 Interest and dividend income 254 2,183 17 19 2,473 ------ ------ ----- --- ------ Total additions 48,166 40,792 815 724 90,497 Participants' withdrawals(1,237) (4,344) (5,581) Transfers between options 1,948 (1,948) - ------ ------ ----- ----- ------- Balance at December 31, 1992 60,024 46,816 974 769 108,583 (Continued) 6 53 Additions: Participants' contributions 45,500 34,050 1,699 1,273 82,522 Unrealized appreciation/ (depreciation) (19,773) 65 21 (19,687) Interest and dividend income 528 4,260 120 106 5,014 ------ ------ ----- ----- ------- Total additions 26,255 38,310 1,884 1,400 67,849 Participants' withdrawals (2,571) (2,131) (4,702) Transfers between options 1,144 (1,935) 791 - ------ ------- ----- ----- ------- Balance at December 31, 1993 $84,852 $81,060 $3,649 $2,169 $171,730 ====== ====== ===== ===== =======
7 54 Schedules 55 Cooper Tire & Rubber Company Pre-Tax Savings Plan at the El Dorado Plant Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1993 Cost Shares, (Plus Units or Accrued Fair Description Face Amount Interest) Value - - ---------------------------------------------------------------------- Cooper Tire & Rubber Company common stock 3,097 $ 82,968 $ 77,425 Cash with interest: John Hancock Mutual Life Insurance Company - 8.27% annuity contract; matures January 31, 1997 35,427 35,427 35,427 Provident Life and Accident Insurance Company - 5.55% annuity contract; 50% of balance matures January 31, 1995 and remainder matures January 30, 1998 29,368 29,368 29,368 Principal Mutual Life Insurance Company - 4.73% annuity contract; 50% of balance matures January 31, 1995 and remainder matures July 31, 1997 7,680 7,680 7,680 ------- ------- Total cash with interest 72,475 72,475 Mutual Funds: The Washington Mutual Investors Fund 133 2,336 2,431 The Investment Company of America 102 1,879 1,919 ------- ------- Total mutual funds 4,215 4,350 + National City Bank - NCC Government Portfolio Fund 3,120 3,120 3,120 ------- ------- Total assets held for investment purposes $162,778 $157,370 ======= ======= + Party-in-interest
8 56 Cooper Tire & Rubber Company Pre-Tax Savings Plan at the El Dorado Plant Item 27d - Schedule of Reportable Transactions
Year ended December 31, 1993 Sales ------------------------------ Cost (Plus Cost of Accrued Gain/ Description of Assets Purchases Proceeds Interest) (Loss) - - -------------------------------------------------------------------- National City Bank NCC Government Portfolio Fund $143,416 $143,669 $143,669 $ - Cooper Tire & Rubber Company common stock 40,758 Provident Life and Accident Insurance Company 5.55% annuity contract 18,743 Principal Mutual Life Insurance Company 4.73% annuity contract 7,680 Note: The purchase and selling price for each reportable transaction represents its fair value at the time of acquisition or disposition.
9 57 EXHIBIT (99) Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) Financial Statements and Schedules Period ended December 31, 1993 Contents Report of Independent Auditors 1 Audited Financial Statements Statement of Assets Available for Plan Benefits 2 Statement of Changes in Assets Available for Plan Benefits 3 Notes to Financial Statements 4 Schedules Item 27a - Schedule of Assets Held for Investment Purposes 7 Item 27d - Schedule of Reportable Transactions 8 A schedule of party-in-interest transactions has not been presented because there were no party-in- interest transactions which are prohibited by ERISA Section 406 and for which there is no statutory or administrative exemption. 58 Report of Independent Auditors Pre-Tax Savings Plan Committee Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) We have audited the accompanying statement of assets available for plan benefits of the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) as of December 31, 1993, and the related statement of changes in assets available for plan benefits for the three-month period (since inception) then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for plan benefits of the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - - - Hose) at December 31, 1993, and the changes in its assets available for plan benefits for the three-month period then ended, in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying schedules of assets held for investment purposes as of December 31, 1993 and reportable transactions for the three-month period then ended are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The schedules have been subjected to the auditing procedures applied in our audit of the 1993 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1993 basic financial statements taken as a whole. May 10, 1994 1 59 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) Statement of Assets Available for Plan Benefits
December 31, 1993 Assets Investments (Note 4): Cooper Tire & Rubber Company common stock $ 2,475 Short-term investments - NCC Government Portfolio Fund 1,080 ------ 3,555 Participants' contributions receivable 7,781 ------ Assets available for plan benefits $11,336 ====== See accompanying notes.
2 60 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) Statement of Changes in Assets Available for Plan Benefits
Three-month period ended December 31, 1993 Participants' contributions $11,236 Unrealized appreciation of investments (Note 4) 92 Interest income 8 ------ Total additions and assets available for plan benefits $11,336 ====== See accompanying notes.
3 61 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) Notes to Financial Statements December 31, 1993 1. Significant Accounting Policies Investments Investments in common stock of Cooper Tire & Rubber Company (Company) and in mutual funds are stated at quoted market value as determined on the last business day of the Plan year. Short-term investments are stated at cost and cash with interest investments are valued at cost plus accrued interest, both of which approximate fair value. Contributions Contributions are recorded when the Company makes payroll deductions from Plan participants, and are invested in any of four investment options at the participant's election. 2. Summary of Plan The Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) (Plan) was established on May 14, 1993 and became operational on October 1, 1993. The Plan is a defined contribution plan administered by a Plan Committee appointed by the Company. Participation in the Plan is voluntary and any employee of the Company eligible for membership in Local Union #1152, United Rubber, Cork, Linoleum and Plastic Workers of America (Union) is eligible to participate in the Plan if he or she has completed thirty days of continuous credited service. At December 31, 1993, 44 participants had designated investment of contributions in one or more investment options of the Plan, which are as follows: 1) Cooper Tire & Rubber Company common stock. 2) Mutual funds managed by the American Funds Group, a subsidiary of Capital Group Incorporated: a) The Investment Company of America Fund - managed to maximize long-term growth of capital and income, placing greater emphasis on future dividends than on current income. b) The Washington Mutual Investors Fund - managed to provide current income and opportunity for capital growth through the selection of common stocks. 3) Cash with interest - contributions are maintained in deposit accounts with insurance companies. (Continued) 4 62 2. Summary of Plan (Continued) The Plan provides that Pre-Tax Savings Plan (PSP) contributions may be made in one percent multiples of participant's compensation up to fifteen percent, subject to Internal Revenue Service (IRS) limits on annual contributions to the Plan. The amount of contribution may be changed only twice during each year; January 1 and/or July 1. Investment options for future contributions may be changed every 180 days. Reallocation of balances may be made among the options every 90 days. However, the Plan only allows participants to divest holdings of the Company's common stock after a six-month period following the most recent acquisition and to reinvest in the Company's common stock after a six-month period following the most recent divestiture. Directions given by participants to the Plan trustee concerning the voting of common stock are confidential. No amounts may be withdrawn by a participant from PSP contributions prior to termination of employment unless the participant has either attained age 59 1/2, becomes totally and permanently disabled, or is able to demonstrate financial hardship. Hardship withdrawals by participants not yet attaining 59 1/2 years of age are limited to PSP contributions and are subject to IRS regulations. Participants are fully vested in their contributions and earnings thereon. The Plan shall continue until April 30, 1995. Thereafter it shall renew itself for yearly periods unless written notice is given by the Company or the Union that it is desired to terminate or amend the Plan. The Company has reserved the right to amend the Plan at any time if such amendment is necessary to enable the Plan to meet the requirements of the Internal Revenue Code or the requirements of any governmental authority. If the Plan terminates, and a successor plan is not adopted, all assets will be distributed to participants in a lump sum. 3. Income Taxes The IRS issued a determination letter dated April 12, 1994 advising that the Plan meets the requirements of Section 401(a) of the Internal Revenue Code and, therefore, the Trust created pursuant to the Plan qualifies as a tax-exempt Trust under Section 501(a). (Continued) 5 63 4. Investments The Plan's investments are held by National City Bank as trustee under an agreement which directs the trustee to invest participant contributions based on their investment elections. Information with respect to the Plan's investments is presented in the statement of assets available for plan benefits. PSP contributions and income not yet invested in the options selected by the participant due to the "transaction period" as defined by the Plan, are invested in cash with interest investments. The unrealized appreciation of the Plan's investment in Cooper Tire & Rubber Company's common stock was $92 for the three-month period ended December 31, 1993. Changes in amounts allocated to each of the Plan's investment options are summarized below:
Mutual Funds --------------------- Common Washington The Stock Cash Mutual Investment of the with Investors Company of Company Interest Fund America Total ------- -------- --------- ---------- ----- Additions: Participants' contributions $7,258 $637 $2,044 $1,297 $11,236 Unrealized appreciation 92 92 Interest and dividend income 5 1 1 1 8 ----- --- ----- ----- ------ Total additions and balance at December 31, 1993 $7,355 $638 $2,045 $1,298 $11,336 ===== === ===== ===== ======
6 64 Schedules 65 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1993 Cost Shares, (Plus Units, or Accrued Fair Description Face Amount Interest) Amount - - -------------------------------------------------------------------- Cooper Tire & Rubber Company common stock 99 $2,383 $2,475 +National City Bank - NCC Government Portfolio Fund 1,080 1,080 1,080 ----- ----- Total assets held for investment purposes $3,463 $3,555 ===== ===== + Party-in-interest
7 66 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) Item 27d - Schedule of Reportable Transactions
Three-month period ended December 31, 1993 Sales ------------------------------- Cost (Plus Cost of Accrued Gain/ Description of Assets Purchases Proceeds Interest) (Loss) - - --------------------------------------------------------------------- National City Bank - NCC Government Portfolio Fund $6,797 $5,717 $5,717 $ - Cooper Tire & Rubber Company common stock 2,383 Note: The purchase and selling price for each reportable transaction represents its fair value at the time of acquisition or disposition.
8 67 EXHIBIT (99) Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing) Financial Statements and Schedules Period ended December 31, 1993 Contents Report of Independent Auditors 1 Audited Financial Statements Statement of Assets Available for Plan Benefits 2 Statement of Changes in Assets Available for Plan Benefits 3 Notes to Financial Statements 4 Schedules Item 27a - Schedule of Assets Held for Investment Purposes 7 Item 27d - Schedule of Reportable Transactions 8 A schedule of party-in-interest transactions has not been presented because there were no party-in- interest transactions which are prohibited by ERISA Section 406 and for which there is no statutory or administrative exemption. 68 Report of Independent Auditors Pre-Tax Savings Plan Committee Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing) We have audited the accompanying statement of assets available for plan benefits of the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing) as of December 31, 1993, and the related statement of changes in assets available for plan benefits for the three-month period (since inception) then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for plan benefits of the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - - - Sealing) at December 31, 1993, and the changes in its assets available for plan benefits for the three-month period then ended, in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying schedules of assets held for investment purposes as of December 31, 1993 and reportable transactions for the three-month period then ended are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The schedules have been subjected to the auditing procedures applied in our audit of the 1993 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1993 basic financial statements taken as a whole. May 10, 1994 1 69 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing) Statement of Assets Available for Plan Benefits
December 31, 1993 Assets Investments (Note 4): Cooper Tire & Rubber Company common stock $ 3,025 Short-term investments - NCC Government Portfolio Fund 1,272 ------ 4,297 Participants' contributions receivable 6,365 ------ Assets available for plan benefits $10,662 ====== See accompanying notes.
2 70 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing) Statement of Changes in Assets Available for Plan Benefits
Three-month period ended December 31, 1993 Participants' contributions $10,539 Unrealized appreciation of investments (Note 4) 112 Interest income 11 ------ Total additions and assets available for plan benefits $10,662 ====== See accompanying notes.
3 71 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing) Notes to Financial Statements December 31, 1993 1. Significant Accounting Policies Investments Investments in common stock of Cooper Tire & Rubber Company (Company) and in mutual funds are stated at quoted market value as determined on the last business day of the Plan year. Short-term investments are stated at cost and cash with interest investments are valued at cost plus accrued interest, both of which approximate fair value. Contributions Contributions are recorded when the Company makes payroll deductions from Plan participants, and are invested in any of four investment options at the participant's election. 2. Summary of Plan The Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing) (Plan) was established on May 14, 1993 and became operational on October 1, 1993. The Plan is a defined contribution plan administered by a Plan Committee appointed by the Company. Participation in the Plan is voluntary and any employee of the Company eligible for membership in Local Union #1042 United Rubber, Cork, Linoleum and Plastic Workers of America (Union) is eligible to participate in the Plan if he or she has completed thirty days of continuous credited service. At December 31, 1993, 20 participants had designated investment of contributions in one or more investment options of the Plan, which are as follows: 1) Cooper Tire & Rubber Company common stock. 2) Mutual funds managed by the American Funds Group, a subsidiary of Capital Group Incorporated: a) The Investment Company of America Fund - managed to maximize long-term growth of capital and income, placing greater emphasis on future dividends than on current income. b) The Washington Mutual Investors Fund - managed to provide current income and opportunity for capital growth through the selection of common stocks. Continued) 4 72 2. Summary of Plan (Continued) 3) Cash with interest - contributions are maintained in deposit accounts with insurance companies. The Plan provides that Pre-Tax Savings Plan (PSP) contributions may be made in one percent multiples of participant's compensation up to fifteen percent, subject to Internal Revenue Service (IRS) limits on annual contributions to the Plan. The amount of contribution may be changed only twice during each year; January 1 and/or July 1. Investment options for future contributions may be changed every 180 days. Reallocation of balances may be made among the options every 90 days. However, the Plan only allows participants to divest holdings of the Company's common stock after a six-month period following the most recent acquisition and to reinvest in the Company's common stock after a six-month period following the most recent divestiture. Directions given by participants to the Plan trustee concerning the voting of common stock are confidential. No amounts may be withdrawn by a participant from PSP contributions prior to termination of employment unless the participant has either attained age 59 1/2, becomes totally and permanently disabled, or is able to demonstrate financial hardship. Hardship withdrawals by participants not yet attaining 59 1/2 years of age are limited to PSP contributions and are subject to IRS regulations. Participants are fully vested in their contributions and earnings thereon. The Plan shall continue until October 31, 1994. Thereafter it shall renew itself for yearly periods unless written notice is given by the Company or the Union that it is desired to terminate or amend the Plan. The Company has reserved the right to amend the Plan at any time if such amendment is necessary to enable the Plan to meet the requirements of the Internal Revenue Code or the requirements of any governmental authority. If the Plan terminates, and a successor plan is not adopted, all assets will be distributed to participants in a lump sum. 3. Income Taxes The IRS issued a determination letter dated April 12, 1994 advising that the Plan meets the requirements of Section 401(a) of the Internal Revenue Code and, therefore, the Trust created pursuant to the Plan qualifies as a tax-exempt Trust under Section 501(a). (Continued) 5 73 4. Investments The Plan's investments are held by National City Bank as trustee under an agreement which directs the trustee to invest participant contributions based on their investment elections. Information with respect to the Plan's investments is presented in the statement of assets available for plan benefits. PSP contributions and income not yet invested in the options selected by the participant due to the "transaction period" as defined by the Plan, are invested in cash with interest investments. The unrealized appreciation of the Plan's investment in Cooper Tire & Rubber Company's common stock was $112 for the three-month period ended December 31, 1993. Changes in amounts allocated to each of the Plan's investment options are summarized below:
Mutual Funds --------------------- Common Washington The Stock Cash Mutual Investment of the with Investors Company of Company Interest Fund America Total ------- -------- --------- ---------- ----- Additions: Participants' contributions $7,464 $1,851 $829 $395 $10,539 Unrealized appreciation 112 112 Interest and dividend income 7 2 1 1 11 ----- ----- --- --- ------ Total additions and balance at December 31, 1993 $7,583 $1,853 $830 $396 $10,662 ===== ===== === === ======
6 74 Schedules 75 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing) Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1993 Cost Shares, (Plus Units, or Accrued Fair Description Face Amount Interest Value - - --------------------------------------------------------------------- Cooper Tire & Rubber Company common stock 121 $2,913 $3,025 +National City Bank - NCC Government Portfolio Fund 1,272 1,272 1,272 ----- ----- Total assets held for investment purposes $4,185 $4,297 ===== ===== + Party-in-interest
7 76 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing) Item 27d - Schedule of Reportable Transactions
Three-month period ended December 31, 1993 Sales ------------------------------- Cost (Plus Cost of Accrued Gain/ Description of Assets Purchases Proceeds Interest) (Loss) - - -------------------------------------------------------------------- National City Bank - NCC Government Portfolio Fund $8,485 $7,213 $7,213 $ - Cooper Tire & Rubber Company common stock 2,913 Note: The purchase and selling price for each reportable transaction represents its fair value at the time of acquisition or disposition.
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