UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 30, 2013
COOPER TIRE & RUBBER COMPANY
(Exact name of registrant as specified in its charter)
Delaware | 001-04329 | 34-4297750 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
701 Lima Avenue, Findlay, Ohio | 45840 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (419) 423-1321
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d.2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e.4(c)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the special meeting of stockholders of Cooper Tire & Rubber Company (the Company) held on September 30, 2013, stockholders approved (i) the proposal to adopt the Agreement and Plan of Merger, dated as of June 12, 2013, by and among Apollo (Mauritius) Holdings Pvt. Ltd., Apollo Tyres B.V., Apollo Acquisition Corp. and the Company, and (ii) the proposal to approve, on a non-binding advisory basis, the compensation to be paid to the Companys named executive officers that is based on or otherwise relates to the merger.
On August 30, 2013, the record date for stockholders entitled to notice of, and to vote at, the special meeting, 65,276,214 common shares of the Company were issued and outstanding. The holders of 50,964,631 common shares of the Company were present at the special meeting, either in person or represented by proxy, constituting a quorum. Set forth below are the final voting results for each of the proposals.
Proposal 1. Adoption of the Agreement and Plan of Merger.
For |
Against |
Abstain |
Broker Non-Votes | |||
48,879,964 |
1,935,087 | 149,580 | |
Proposal 2. Approval, on a non-binding advisory basis, of the compensation to be paid to the Companys named executive officers that is based on or otherwise relates to the merger.
For |
Against |
Abstain |
Broker Non-Votes | |||
47,026,906 |
3,380,082 | 557,643 | |
Since there were sufficient votes represented at the special meeting to adopt the merger agreement, the proposal to adjourn the special meeting to permit further solicitation of proxies to adopt the merger agreement was moot and therefore not presented or voted on.
Item 8.01. Other Events.
On September 30, 2013, the Company issued a press release announcing stockholder adoption of the Agreement and Plan of Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Description | |
99.1 | Press Release issued by the Company, dated September 30, 2013 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COOPER TIRE & RUBBER COMPANY | ||
By: | /s/ Jack Jay McCracken | |
Name: Jack Jay McCracken | ||
Title: Assistant Secretary |
Date: September 30, 2013
EXHIBIT INDEX
Exhibit Number |
Description | |
99.1 | Press Release issued by the Company, dated September 30, 2013 |
Exhibit 99.1
NEWS |
COOPER TIRE STOCKHOLDERS APPROVE MERGER WITH APOLLO TYRES
FINDLAY, Ohio, USA September 30, 2013 Cooper Tire & Rubber Company (NYSE: CTB) today announced that its stockholders voted to approve its pending merger with a wholly-owned subsidiary of Apollo Tyres Ltd (NSE: ApolloTYRE) with more than 74 percent of Coopers outstanding common shares voted in favor of the transaction. When finalized, the pending merger will result in a strategic business combination that creates the seventh-largest tire company in the world. Approximately 78 percent of Coopers outstanding common shares were voted, with more than 48 million shares voted in favor of the merger, representing approximately 96 percent of Coopers voted shares.
We are pleased stockholders endorsed this compelling transaction, which will create a $6.6 billion leader in the tire industry with a strong global footprint that includes a presence in the worlds largest tire market of North America as well as in the fastest growing geographies of India and China, said Cooper Chairman, Chief Executive Officer and President Roy Armes.
Cooper and Apollo announced the proposed merger June 12, 2013 following unanimous approval by the boards of directors of both companies. The pending merger is expected to close by the end of this year.
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About Cooper Tire & Rubber Company
Cooper Tire & Rubber Company is the parent company of a global family of companies that specialize in the design, manufacture, marketing, and sales of passenger car and light truck tires. Cooper has joint ventures, affiliates and subsidiaries that also specialize in medium truck, motorcycle and racing tires. Coopers headquarters is in Findlay, Ohio, with manufacturing, sales, distribution, technical and design facilities within its family of companies located in 11 countries around the world. For more information on Cooper Tire, visit www.coopertire.com, www.facebook.com/coopertire or www.twitter.com/coopertire.
Cooper Media Contact:
Anne Roman
+1 419-429-7189
alroman@coopertire.com
Cooper Investor Contact:
Steve Schroeder
+1 419-424-4165
investorrelations@coopertire.com
FORWARD-LOOKING STATEMENTS
This release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are not based on historical facts but instead reflect Coopers and Apollos expectations, estimates or projections concerning future results or events. These statements generally can be identified by the use of forward-looking words or phrases such as believe, expect, anticipate, project, may, could, intend, intent, belief, estimate, plan, likely, will, should or similar words or phrases. These statements are not guarantees of performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause our actual results, performance or achievements to differ materially from those expressed or indicated by those statements. We cannot assure you that any of our expectations, estimates or projections will be achieved.
-more-
Cooper Tire Stockholders Approve Merger2
The forward-looking statements included in this release are only made as of the date of this document and we disclaim any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances.
Numerous factors could cause our actual results and events to differ materially from those expressed or implied by forward-looking statements, including, without limitation: volatility in raw material and energy prices, including those of rubber, steel, petroleum based products and natural gas and the unavailability of such raw materials or energy sources; the failure of Coopers or Apollos suppliers to timely deliver products in accordance with contract specifications; changes in economic and business conditions in the world; failure to implement information technologies or related systems, including failure by Cooper to successfully implement an ERP system; increased competitive activity including actions by larger competitors or lower-cost producers; the failure to achieve expected sales levels; changes in Coopers or Apollos customer relationships, including loss of particular business for competitive or other reasons; litigation brought against Cooper or Apollo, including products liability claims, which could result in material damages against Cooper or Apollo; changes to tariffs or the imposition of new tariffs or trade restrictions; changes in pension expense and/or funding resulting from investment performance of Coopers pension plan assets and changes in discount rate, salary increase rate, and expected return on plan assets assumptions, or changes to related accounting regulations; government regulatory and legislative initiatives including environmental and healthcare matters; volatility in the capital and financial markets or changes to the credit markets and/or access to those markets; changes in interest or foreign exchange rates; an adverse change in Coopers or Apollos credit ratings, which could increase borrowing costs and/or hamper access to the credit markets; the risks associated with doing business outside of the United States; the failure to develop technologies, processes or products needed to support consumer demand; technology advancements; the inability to recover the costs to develop and test new products or processes; the impact of labor problems, including labor disruptions at Cooper or Apollo or at one or more of their large customers or suppliers; failure to attract or retain key personnel; consolidation among competitors or customers; inaccurate assumptions used in developing Coopers or Apollos strategic plan or operating plans or the inability or failure to successfully implement such plans; failure to successfully integrate acquisitions into operations or their related financings may impact liquidity and capital resources; changes in Coopers relationship with joint-venture partners; the inability to obtain and maintain price increases to offset higher production or material costs; inability to adequately protect Coopers or Apollos intellectual property rights; inability to use deferred tax assets; other factors that are set forth in managements discussion and analysis of Coopers most recently filed reports with the SEC; and uncertainties associated with the proposed acquisition of Cooper by Apollo, including uncertainties relating to the ability to complete the transaction for any reason, including, without limitation, the inability of Cooper or Apollo to enter into agreements with the United Steelworkers consistent with the previously announced arbitration decision regarding the local unions at the Findlay, Ohio and Texarkana, Arkansas plants. This list of factors is illustrative, but by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty.
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