-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UvhvGiV7/HrW610GeAGBBZiBpdXsLYgBF7OAPm91dmaUt4Fkpc6dcBU4QozKhlsJ auS0ntmveRNLgFcTJA6ukg== /in/edgar/work/20000627/0000024491-00-000050/0000024491-00-000050.txt : 20000920 0000024491-00-000050.hdr.sgml : 20000920 ACCESSION NUMBER: 0000024491-00-000050 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000627 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: 11-K SEC ACT: SEC FILE NUMBER: 001-04329 FILM NUMBER: 661725 BUSINESS ADDRESS: STREET 1: LIMA & WESTERN AVENUES CITY: FINDLAY STATE: OH ZIP: 45840 BUSINESS PHONE: 4194231321 11-K 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 1999 Commission File No. 1-4329 Cooper Tire & Rubber Company Thrift and Profit Sharing Plan 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) (419) 423-1321 (Registrant's telephone number, including area code) 1 Cooper Tire & Rubber Company Thrift and Profit Sharing Plan ITEM 1. Not applicable. ITEM 2. Not applicable. ITEM 3. Not applicable. ITEM 4. FINANCIAL STATEMENTS OF THE PLAN The Financial Statements of the Cooper Tire & Rubber Company Thrift and Profit Sharing Plan for the fiscal year ended December 31, 1999, together with the report of Ernst & Young LLP, independent auditors, are attached to this Annual Report on Form 11-K. The Financial Statements and the notes thereto are presented in lieu of the financial statements required by items 1, 2 and 3 of Form 11-K and were prepared in accordance with the financial reporting requirements of the Employee Retirement Income Security Act of 1974. EXHIBITS: (23) Consent of Independent Auditors SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this Annual Report to be signed by the undersigned, thereunto duly authorized. COOPER TIRE & RUBBER COMPANY /s/ Philip G. Weaver ----------------------------------- PHILIP G. WEAVER Vice President and Chief Financial Officer Plan Administrator Date: June 27, 2000 -------------- 2 Financial Statements and Schedule Cooper Tire & Rubber Company Thrift and Profit Sharing Plan December 31, 1999 and 1998 Year Ended December 31, 1999 With Report of Independent Auditors 3 Cooper Tire & Rubber Company Thrift and Profit Sharing Plan Financial Statements and Schedule December 31, 1999 and 1998 Year Ended December 31, 1999 CONTENTS Report of Independent Auditors 5 FINANCIAL STATEMENTS Statements of Net Assets Available for Benefits 6 Statement of Changes in Net Assets Available for Benefits 7 Notes to Financial Statements 8 SCHEDULE Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes at End of Year 12 4 Report of Independent Auditors Pre-Tax Savings Plan Committee Cooper Tire & Rubber Company Thrift and Profit Sharing Plan We have audited the accompanying statements of net assets available for benefits of the Cooper Tire & Rubber Company Thrift and Profit Sharing Plan ("Plan") as of December 31, 1999 and 1998, and the related statement of changes in net assets available for benefits for the year ended December 31, 1999. 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 auditing standards generally accepted in the United States. Those standards require that we plan and perform the audits 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 net assets available for benefits of the Plan at December 31, 1999 and 1998, and the changes in its net assets available for benefits for the year ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets held for investment purposes at end of year as of December 31, 1999 is presented for the purpose of additional analysis and is not a required part of the financial statements but is 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 supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. June 27, 2000 5 Cooper Tire & Rubber Company Thrift and Profit Sharing Plan Statements of Net Assets Available for Benefits
December 31 1999 1998 ---- ---- INVESTMENTS: Interest in Investment Trust $176,511,070 $208,266,377 Mutual funds and common stock 58,204,015 60,883,033 ----------- ----------- Total investments 234,715,085 269,149,410 ----------- ----------- Cash 1,694,856 1,211,850 Employer contributions receivable 1,267,320 2,384,271 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $237,677,261 $272,745,531 =========== =========== See accompanying notes.
6 Cooper Tire & Rubber Company Thrift and Profit Sharing Plan Statement of Changes in Net Assets Available for Benefits Year Ended December 31, 1999 ADDITIONS: Participants' contributions $ 14,023,790 Employer contributions 10,640,773 Interest and dividends 10,046,702 ----------- Total additions 34,711,265 ----------- DEDUCTIONS: Participant withdrawals (36,360,254) Net depreciation in fair value of investments (33,419,281) ----------- Total deductions (69,779,535) ----------- NET INCREASE (35,068,270) NET ASSETS AVAILABLE FOR BENEFITS AT BEGINNING OF YEAR 272,745,531 ----------- NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $237,677,261 =========== See accompanying notes.
7 Cooper Tire & Rubber Company Thrift and Profit Sharing Plan Notes to Financial Statements December 31, 1999 and 1998 Year Ended December 31, 1999 (1) DESCRIPTION OF PLAN The following description of Cooper Tire & Rubber Company Thrift and Profit Sharing Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General The Plan is a defined contribution plan covering all salaried employees of the Cooper Tire & Rubber Company (the Company) who have completed one year continuous credited service. Effective January 1, 2000, the one year continuous credited service requirement was eliminated. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Contributions Each year, participants may contribute up to 15 percent of their pretax compensation and up to 16 percent of their post-tax compensation. In no event shall the aggregate of a participant's contributions exceed 16 percent. Participants may direct their contributions to any of the Plan's investment fund options. The employer contributions to the Plan are made annually by the Company as provided in the Plan document and at the discretion of the Company's Board of Directors. All employer contributions are invested in Cooper Tire & Rubber Company common stock until they become vested, after which they are invested as directed by the participant. Participant Accounts Individual accounts are maintained for each participant in the Plan. Each participant's account is credited with the participant's contributions, their allocation of the Company's contributions and Plan earnings. Forfeitures Forfeitures are used by the Company to reduce its obligation. Vesting The participants are immediately vested in their contributions plus actual earnings thereon. After five years (three years effective January 1, 2000), the participants are vested in the Company's contributions plus actual earnings thereon. 8 Participant Withdrawals In the event of retirement, death, termination, permanent disability or other separation from service, participants are entitled to receive an amount equal to the value of the vested interest in their accounts. Payment of benefits may be taken in a lump sum distribution or in two lump sum installments. In the event of hardship, as defined, participants may make a partial or full distribution of their accounts, subject to certain tax withholdings. Termination of the Plan Although it has not expressed any intent to do so, the Company has the right, under the Plan, to terminate the Plan subject to the provisions of ERISA. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The accompanying financial statements are prepared on the accrual basis of accounting. Investment Valuation and Income Recognition Except for the investment contracts held in the Investment Trust, the Plan's investments are stated at fair value which equals the quoted market price on the last business day of the plan year. Investment contracts are recorded at their contract values, which represent contributions and reinvested income, less any withdrawals plus accrued interest, because these investments have fully benefit-responsive features. There are no reserves against contract values for credit risk of contract issues or otherwise. The average yield was approximately 6% in 1999. The crediting interest rate for these investment contracts is reset monthly by the issuer but cannot be less than zero and ranged from 3.7% to 7.7% at December 31, 1999. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex- dividend date. Administrative Expenses The Company pays the administrative expenses of the Plan. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Reclassifications Certain amounts in the 1998 financial statements have been reclassified to conform to the current year's presentation. 9 (3) INVESTMENTS During 1999, the Plan's investments (including investments purchased, sold as well as held during the year) depreciated in fair value as determined by quoted market prices as follows: Investment in Investment Trust ($31,430,328) Mutual funds and common stock (1,988,953) ----------- ($33,419,281) ===========
Individual investments that exceed 5% of plan assets available for benefits are as follows:
December 31 1999 1998 ---- ---- Investment Company of America Fund $21,829,722 $33,875,469 Washington Mutual Investors Fund 26,326,018 18,318,800
(4) INVESTMENT TRUST Certain investments of the Plan are held in an Investment Trust which also combines similar investments of the other defined contribution plans sponsored by the Company. The Plan's interest in the Investment Trust was determined by the Plan's relative asset value to the Investment Trust's total asset value at the end of the year. Investment income is allocated to the Plan based on its pro-rata share in the net assets of the Investment Trust. At December 31, 1999 and 1998, the Plan's interest in the net assets of the Investment Trust was approximately 89% and 92%, respectively. Assets of the Investment Trust are as follows:
December 31 1999 1998 ---- ---- Common stock* $133,140,436 $154,085,556 Money market mutual fund 1,897,149 1,681,519 Investment contracts 62,821,875 69,526,569 ----------- ----------- Total assets $197,859,460 $225,293,644 =========== =========== *Nonparticipant-directed
10 Investment income for the Investment Trust for the year ended December 31, 1999 is as follows: Interest and dividends $ 7,507,728 Net depreciation in fair value of investments: Common stock (35,313,829) Money market mutual fund -
(5) NONPARTICIPANT-DIRECTED INVESTMENT Cooper Tire & Rubber Company common stock is a nonparticipant-directed investment. Information about the significant components of changes in net assets related to the nonparticipant-directed investment for the year ended December 31, 1999 is as follows: Contributions $11,828,480 Dividends 3,323,216 Net depreciation in fair value of investment (35,313,829) Participant withdrawals (6,174,796) Transfers in from other investment options 5,391,809
(6) FEDERAL INCOME TAXES The Plan has received a determination letter from the Internal Revenue Service dated September 9, 1996, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt. (7) RELATED-PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by the trustee, National City Bank, and, therefore, these transactions qualify as party-in- interest transactions. There have been no known prohibited transactions with a party-in-interest. 11 Cooper Tire & Rubber Company Thrift and Profit Sharing Plan EIN: 34-4297750 - Plan: 005 Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes at End of Year As of December 31, 1999
Current Description Value ----------- ----- *Armada Government Money Market Fund $ 177,704 *Armada Government Money Market Fund Discrectionary 33,856 *Armada Government Money Market Fund #509 600,064 Investment Company of America Fund 21,829,722 Washington Mutual Investors Fund 26,326,018 Cooper Tire & Rubber Company Common Stock Fund 9,236,651 ---------- Total $58,204,015 ========== *Represents a party-in-interest
12 Exhibit (23) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Form S-8 Nos. 2-58577 and 333-84815) pertaining to the Thrift and Profit Sharing Plan of Cooper Tire & Rubber Company of our report dated June 27, 2000, with respect to the financial statements and schedule of the Cooper Tire & Rubber Company Thrift and Profit Sharing Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1999. /s/ Ernst & Young LLP --------------------- ERNST & YOUNG LLP Toledo, Ohio June 27, 2000 13 -----END PRIVACY-ENHANCED MESSAGE-----