As Filed with the Securities and Exchange Commission on March 4, 1994
Registration No.
- -------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
COOPER TIRE & RUBBER COMPANY
(Exact name of issuer 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)
COOPER TIRE & RUBBER COMPANY
PRE-TAX SAVINGS PLAN (BOWLING GREEN - SEALING)
(Full title of the plan)
J. ALEC REINHARDT, Executive Vice President and Chief Financial Officer
COOPER TIRE & RUBBER COMPANY
Lima and Western Avenues, Findlay, Ohio 45840
(Name and address of agent for service)
(419) 423-1321
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
=========================================================================
Proposed Proposed
Title of maximum maximum
securities Amount to offering aggregate Amount of
to be be price per offering registration
registered registered share price fee
- -------------------------------------------------------------------------
Common Stock, 10,000 shs. $ 27.0625* $270,625.00* $100.00
$1 par value
=========================================================================
* The prices stated above are estimated solely for the purpose of
determining the registration fee and are based on the average of the high
and low market prices of the stock on February 28, 1994 as reported on
the New York Stock Exchange Composite Transactions Tape.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
1
<PAGE>
Part II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been or will be filed by
registrant with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of
1934, are hereby incorporated in this registration statement by reference
and shall be deemed to be a part hereof:
(a) The registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992.
(b) All reports filed by the registrant pursuant to Section 13 or
15(d) of the Exchange Act since December 31, 1992.
(c) The registrant's definitive Proxy Statement, dated March 23,
1993, relating to its 1993 Annual Meeting of Stockholders on
May 4, 1993.
(d) The registrant's Registration on Form 8-A, dated June 3, 1988,
relating to the Stockholder Rights Plan adopted May 27, 1988.
All documents subsequently filed by the registrant pursuant to Section
13 or 14 of the Exchange Act, prior to the termination of the offering
made hereby, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified
or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock to be offered hereunder is
being passed upon for the registrant by Mr. Richard D. Teeple, Vice
President and General Counsel for the registrant, Lima and Western
Avenues, Findlay, Ohio 45840. Mr. Teeple is an officer of the
registrant, owns shares of the registrant's Common Stock, and holds
options to purchase additional shares.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware authorizes
indemnification of directors, officers and employees of Delaware
corporations. Article VII of the registrant's bylaws (i) authorizes the
indemnification of directors and officers (the "Indemnitees") under
specified circumstances to the fullest extent authorized by the General
Corporation Law of Delaware, (ii) provides for the advancement of
expenses to the Indemnitees for defending any proceedings related to the
specified circumstances, and (iii) authorizes the registrant to maintain
certain policies of insurance to protect itself and any of its directors,
officers or employees. The registrant currently maintains policies of
insurance under which the directors and officers of registrant are
insured, within the limits and subject to the limitations of the
policies, against certain expenses in connection with the defense of
actions, suits or proceedings, and certain liabilities which might be
imposed as a result of such actions, suits or proceedings, to which they
are parties by reason of being or having been such directors or officers.
2
<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index on page 7 of this filing is incorporated herein by
reference.
The registrant undertakes to submit the plan and any amendment thereto
to the Internal Revenue Service ("IRS") in a timely manner and will make
all changes required by the IRS in order to qualify the plan.
Item 9. Undertakings.
1. The undersigned registrant hereby undertakes:
A. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
i. To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
ii. To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represents a fundamental change in the
information set forth in the registration statement;
iii. To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form
S-8 and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
B. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
C. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(continued)
3
<PAGE>
3. The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus to each employee to whom the
prospectus is sent or given a copy of the registrant's annual report
to stockholders for its last fiscal year, unless such employee
otherwise has received a copy of such report, in which case the
registrant shall state in the prospectus that it will promptly
furnish, without charge, a copy of such report on written request of
the employee. If the last fiscal year of the registrant has ended
within 120 days prior to the use of the prospectus, the annual report
of the registrant for the preceding fiscal year may be so delivered,
but within such 120 day period the annual report for the last fiscal
year will be furnished to each such employee.
4. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
described in Item 6, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceedings) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Findlay and State
of Ohio on March 4, 1994.
COOPER TIRE & RUBBER COMPANY
/s/ Stan C. Kaiman
--------------------------------
STAN C. KAIMAN, Attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
IVAN W. GORR* Chairman of the Board, Chief March 4, 1994
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, "
Chief Financial Officer and
Director
(Principal Financial Officer)
JULIEN A. FAISANT* Vice President and Corporate "
Controller
(Principal Accounting Officer)
JOHN FAHL* Vice President Purchasing "
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
(continued)
5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Findlay, and State
of Ohio on March 4, 1994.
COOPER TIRE & RUBBER COMPANY
PRE-TAX SAVINGS PLAN
(BOWLING GREEN - SEALING)
J. A. FAISANT*
W. C. HATTENDORF*
J. A. REINHARDT*
P. W. ROONEY*
As members of the Pre-Tax
Savings Plan Committee
*By/s/ Stan C. Kaiman
--------------------------------
STAN C. KAIMAN, Attorney-in-fact
6
<PAGE>
INDEX TO EXHIBITS
Part II.
Exhibit Description Page
- ------- --------------------------------------------------------- ----
(3)(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 n/a
(3)(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 n/a
(5) Opinion of Richard D. Teeple, Esq. as to the legality of
the shares registered hereunder 8
(15) Letter regarding unaudited interim financial information 9
(23) Consent of Ernst & Young 10
(23) Consent of Richard D. Teeple, Esq. (included in Exhibit 5) 8
(24) Powers of Attorney 11-20
(99) Certified resolution of the Company's Board of Directors
adopted November 11, 1993 21-22
7
<PAGE>
Part II
Exhibit (5)
March 4, 1994
Cooper Tire & Rubber Company
Lima and Western Avenues
Findlay, Ohio 45840
Re: Cooper Tire & Rubber Company
Registration Statement on Form S-8
Pre-Tax Savings Plan (Bowling Green - Sealing)
Gentlemen:
Reference is made to the Registration Statement on Form S-8 (the
"Registration Statement") which you are filing with the Securities and
Exchange Commission with respect to 10,000 shares of Common Stock, $1 par
value, and 10,000 Rights to Purchase Series A Preferred Stock of Cooper
Tire & Rubber Company (the "Company") to be offered to employees of the
Company who are eligible for participation in the Pre-Tax Savings Plan
(Bowling Green - Sealing) ("Plan"). I examined such documents and
questions of law as I deem necessary for this opinion.
I am of the opinion that the 10,000 shares of Common Stock and
10,000 Rights to Purchase Series A Preferred Stock to be offered after
the Registration Statement becomes effective, and which may be purchased
by the Trustee for the accounts of employees participating in the Plan,
will be validly issued and outstanding, fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit (5) to the
Registration Statement and to the reference made to me under the caption
"Legal Opinions" in the Registration Statement.
Respectfully submitted,
COOPER TIRE & RUBBER COMPANY
/s/ Richard D. Teeple
---------------------
Richard D. Teeple,
Vice President and General Counsel
8
<PAGE>
Part II
Exhibit (15)
March 4, 1994
Securities and Exchange Commission
Washington, D.C. 20549
We are aware of the incorporation by reference in the registration
statements (Form S-3 No. 33-44159, Form S-8 Nos. 2-58577, 2-77400,
33-5483, 33-35071, 33-47979, 33-47980, 33-47981 and 33-47982 and Form S-8
for the Cooper Tire & Rubber Company Pre-Tax Savings Plan [Bowling Green
- - Sealing]) of Cooper Tire & Rubber Company for the registration of its
common stock of our reports dated April 13, 1993, July 13, 1993, and
October 12, 1993 relating to the unaudited interim financial statements
of Cooper Tire & Rubber Company which are included in its Form 10-Q for
the quarters ended March 31, 1993, June 30, 1993 and September 30, 1993.
Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not
a part of the registration statements prepared or certified by
accountants within the meaning of Section 7 or 11 of the Securities Act
of 1933.
Very truly yours,
/s/ Ernst & Young
-----------------
ERNST & YOUNG
9
<PAGE>
Part II
Exhibit (23)
Consent of Independent Auditors
We consent to the incorporation by reference in this Registration
Statement (Form S-8) pertaining to the Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Sealing) of our report dated
February 15, 1993, with respect to the consolidated financial statements
of Cooper Tire & Rubber Company incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 31, 1992 and the related
financial statement schedules included therein, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young
-----------------
ERNST & YOUNG
Toledo, Ohio
March 4, 1994
10
<PAGE>
Part II
Exhibit (24)
S-8 CO-BGS PSP
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers of
Cooper Tire & Rubber Company, do hereby, for and on behalf of said Cooper
Tire & Rubber Company in accordance with the certain resolution of the
Board of Directors adopted November 11, 1993, constitute and appoint Ivan
W. Gorr, or Stan C. Kaiman, or J. Alec Reinhardt, or Patrick W. Rooney as
its attorney with full power of substitution and resubstitution for and
in its name, place and stead, to sign and file with the Securities and
Exchange Commission a Registration Statement on Form S-8 pursuant to the
Securities Act of 1933, as amended, for the purpose of registering
certain shares of common stock with a par value of $1.00 per share of
Cooper Tire & Rubber Company and certain interests in the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing) and any and
all amendments to said Registration Statement, whether such amendments
are filed prior or subsequent to the effective date thereof, or any
amendments to any exhibits thereto or to file any supplement to the
Prospectus related thereto and any and all applications, instruments or
documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration, with full power and
authority to do and perform any and all acts and things whatsoever
requisite and necessary to be done in the premises, hereby ratifying and
approving the acts of said attorney or any such substitute.
Executed at Findlay, Ohio this 17th day of January, 1994.
ATTEST: COOPER TIRE & RUBBER COMPANY
/s/ Stan C. Kaiman /s/ Patrick W. Rooney
- ------------------------- -----------------------------
Stan C. Kaiman Patrick W. Rooney
Secretary President
STATE OF OHIO )
) ss.
COUNTY OF HANCOCK)
On this 17th day of January, 1994, before me a Notary Public, in and
for the State and County aforesaid, personally appeared Patrick W. Rooney
and Stan C. Kaiman, known to me to be the persons whose names are
subscribed in the within instrument and acknowledged to me that they
executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Julie A. Grismore
----------------------------------
Julie A. Grismore
Notary Public, State of Ohio
My commission expires January 15, 1996
(SEAL)
11
<PAGE>
Part II
Exhibit (24)
S-8 COM-BGS PSP
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned members of the
Plan Committee of the Cooper Tire & Rubber Company Pre-Tax Savings Plan
(Bowling Green - Sealing) do hereby constitute and appoint Ivan W. Gorr,
or Stan C. Kaiman, or J. Alec Reinhardt, or Patrick W. Rooney as their
attorney with full power of substitution and resubstitution for and in
their name, place and stead, to sign and file with the Securities and
Exchange Commission a Registration Statement on Form S-8 pursuant to the
Securities Act of 1933, as amended, for the purpose of registering
certain shares of common stock with a par value of $1.00 per share of
Cooper Tire & Rubber Company and certain interests in the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing) and any and
all amendments to said Registration Statement, whether such amendments
are filed prior or subsequent to the effective date thereof, or any
amendments to any exhibits thereto or to file any supplement to the
Prospectus related thereto and any and all applications, instruments or
documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration, with full power and
authority to do and perform any and all acts and things whatsoever
requisite and necessary to be done in the premises, hereby ratifying and
approving the acts of said attorney or any such substitute.
Executed at Findlay, Ohio this 19th day of January, 1994.
/s/ J. A. Faisant /s/ W. C. Hattendorf
- ------------------------- -----------------------------
J. A. Faisant W. C. Hattendorf
/s/ J. A. Reinhardt /s/ P. W. Rooney
- ------------------------- -----------------------------
J. A. Reinhardt P. W. Rooney
STATE OF OHIO )
) ss.
COUNTY OF HANCOCK)
On this 19th day of January, 1994, before me a Notary Public, in and
for the State and County aforesaid, personally appeared J. A. Faisant, W.
C. Hattendorf, J. A. Reinhardt, and P. W. Rooney, known to me to be the
persons whose names are subscribed in the within instrument and
acknowledged to me that they executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Julie A. Grismore
----------------------------------
Julie A. Grismore
Notary Public, State of Ohio
My commission expires January 15, 1996
(SEAL)
12
<PAGE>
Part II
Exhibit (24)
S-8 IND-BGS PSP I
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in the
capacities indicated, do hereby constitute and appoint Ivan W. Gorr, or
Stan C. Kaiman, or J. Alec Reinhardt, or Patrick W. Rooney as their
attorney with full power of substitution and resubstitution for and in
their name, place and stead, to sign and file with the Securities and
Exchange Commission a Registration Statement on Form S-8 pursuant to the
Securities Act of 1933, as amended, for the purpose of registering
certain shares of common stock with a par value of $1.00 per share of
Cooper Tire & Rubber Company and certain interests in the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing) and any and
all amendments to said Registration Statement, whether such amendments
are filed prior or subsequent to the effective date thereof, or any
amendments to any exhibits thereto or to file any supplement to the
Prospectus related thereto and any and all applications, instruments or
documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration, with full power and
authority to do and perform any and all acts and things whatsoever
requisite and necessary to be done in the premises, hereby ratifying and
approving the acts of said attorney or any such substitute.
Executed at Findlay, Ohio this 19th day of January, 1994.
/s/ John Fahl /s/ Julien A. Faisant
- ---------------------------- -----------------------------
John Fahl, Director Julien A. Faisant, Vice
President and Controller,
Principal Accounting OFficer
/s/ Ivan W. Gorr /s/ Stan C. Kaiman
- ---------------------------- -----------------------------
Ivan W. Gorr, Chairman of the Stan C. Kaiman, Secretary
Board, Principal Executive
Officer, and Director
/s/ J. Alec Reinhardt /s/ Patrick W. Rooney
- ---------------------------- -----------------------------
J. Alec Reinhardt, Executive Patrick W. Rooney, President
Vice President, Principal Principal Operating Officer, and
Financial Officer, and Director Director
(continued)
13
<PAGE>
STATE OF OHIO )
) ss.
COUNTY OF HANCOCK)
On this 19th day of January, 1994, before me a Notary Public, in and
for the State and County aforesaid, personally appeared J. A. Faisant, W.
C. Hattendorf, J. A. Reinhardt, and P. W. Rooney, known to me to be the
persons whose names are subscribed in the within instrument and
acknowledged to me that they executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Julie A. Grismore
----------------------------------
Julie A. Grismore
Notary Public, State of Ohio
My commission expires January 15, 1996
(SEAL)
14
<PAGE>
Part II
Exhibit (24)
S-8 IND-BGS PSP II
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in the
capacity indicated, does hereby constitute and appoint Ivan W. Gorr, or
Stan C. Kaiman, or J. Alec Reinhardt, or Patrick W. Rooney as his
attorney with full power of substitution and resubstitution for and in
his name, place and stead, to sign and file with the Securities and
Exchange Commission a Registration Statement on Form S-8 pursuant to the
Securities Act of 1933, as amended, for the purpose of registering
certain shares of common stock with a par value of $1.00 per share of
Cooper Tire & Rubber Company and certain interests in the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing) and any and
all amendments to said Registration Statement, whether such amendments
are filed prior or subsequent to the effective date thereof, or any
amendments to any exhibits thereto or to file any supplement to the
Prospectus related thereto and any and all applications, instruments or
documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration, with full power and
authority to do and perform any and all acts and things whatsoever
requisite and necessary to be done in the premises, hereby ratifying and
approving the acts of said attorney or any such substitute.
Executed at Muncie, Indiana this 10th day of December, 1993.
/s/ Delmont A. Davis
- --------------------------
Delmont A. Davis, Director
STATE OF INDIANA )
) ss.
COUNTY OF DELAWARE)
On this 10th day of December, 1993, before me a Notary Public, in
and for the State and County aforesaid, personally appeared Delmont A.
Davis, known to me to be the person whose name is subscribed in the
within instrument and acknowledged to me that they executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Mary L. Greer
----------------------------------
Mary L. Greer, Notary Public
Resident of Delaware County, Indiana
My commission expires November 10, 1995
(SEAL)
15
<PAGE>
Part II
Exhibit (24)
S-8 IND-BGS PSP II
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in the
capacity indicated, does hereby constitute and appoint Ivan W. Gorr, or
Stan C. Kaiman, or J. Alec Reinhardt, or Patrick W. Rooney as his
attorney with full power of substitution and resubstitution for and in
his name, place and stead, to sign and file with the Securities and
Exchange Commission a Registration Statement on Form S-8 pursuant to the
Securities Act of 1933, as amended, for the purpose of registering
certain shares of common stock with a par value of $1.00 per share of
Cooper Tire & Rubber Company and certain interests in the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing) and any and
all amendments to said Registration Statement, whether such amendments
are filed prior or subsequent to the effective date thereof, or any
amendments to any exhibits thereto or to file any supplement to the
Prospectus related thereto and any and all applications, instruments or
documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration, with full power and
authority to do and perform any and all acts and things whatsoever
requisite and necessary to be done in the premises, hereby ratifying and
approving the acts of said attorney or any such substitute.
Executed at Findlay, Ohio this 9th day of December, 1993.
/s/ Dennis J. Gormley
- --------------------------
Dennis J. Gormley, Director
STATE OF OHIO )
) ss.
COUNTY OF HANCOCK)
On this 9th day of December, 1993, before me a Notary Public, in and
for the State and County aforesaid, personally appeared Dennis J.
Gormley, known to me to be the person whose name is subscribed in the
within instrument and acknowledged to me that they executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Julie A. Grismore
----------------------------------
Julie A. Grismore
Notary Public, State of Ohio
My commission expires January 15, 1996
(SEAL)
16
<PAGE>
Part II
Exhibit (24)
S-8 IND-BGS PSP II
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in the
capacity indicated, does hereby constitute and appoint Ivan W. Gorr, or
Stan C. Kaiman, or J. Alec Reinhardt, or Patrick W. Rooney as his
attorney with full power of substitution and resubstitution for and in
his name, place and stead, to sign and file with the Securities and
Exchange Commission a Registration Statement on Form S-8 pursuant to the
Securities Act of 1933, as amended, for the purpose of registering
certain shares of common stock with a par value of $1.00 per share of
Cooper Tire & Rubber Company and certain interests in the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing) and any and
all amendments to said Registration Statement, whether such amendments
are filed prior or subsequent to the effective date thereof, or any
amendments to any exhibits thereto or to file any supplement to the
Prospectus related thereto and any and all applications, instruments or
documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration, with full power and
authority to do and perform any and all acts and things whatsoever
requisite and necessary to be done in the premises, hereby ratifying and
approving the acts of said attorney or any such substitute.
Executed at Findlay, Ohio this 5th day of January, 1994.
/s/ Joseph M. Magliochetti
- --------------------------
Joseph M. Magliochetti, Director
STATE OF OHIO )
) ss.
COUNTY OF HANCOCK)
On this 5th day of January, 1994, before me a Notary Public, in and
for the State and County aforesaid, personally appeared Joseph M.
Magliochetti, known to me to be the person whose name is subscribed in
the within instrument and acknowledged to me that they executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Julie A. Grismore
----------------------------------
Julie A. Grismore
Notary Public, State of Ohio
My commission expires January 15, 1996
(SEAL)
17
<PAGE>
Part II
Exhibit (24)
S-8 IND-BGS PSP II
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in the
capacity indicated, does hereby constitute and appoint Ivan W. Gorr, or
Stan C. Kaiman, or J. Alec Reinhardt, or Patrick W. Rooney as his
attorney with full power of substitution and resubstitution for and in
his name, place and stead, to sign and file with the Securities and
Exchange Commission a Registration Statement on Form S-8 pursuant to the
Securities Act of 1933, as amended, for the purpose of registering
certain shares of common stock with a par value of $1.00 per share of
Cooper Tire & Rubber Company and certain interests in the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing) and any and
all amendments to said Registration Statement, whether such amendments
are filed prior or subsequent to the effective date thereof, or any
amendments to any exhibits thereto or to file any supplement to the
Prospectus related thereto and any and all applications, instruments or
documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration, with full power and
authority to do and perform any and all acts and things whatsoever
requisite and necessary to be done in the premises, hereby ratifying and
approving the acts of said attorney or any such substitute.
Executed at Benton Harbor, Michigan this 13th day of December, 1993.
/s/ William D. Marohn
- --------------------------
William D. Marohn, Director
STATE OF MICHIGAN)
) ss.
COUNTY OF BERRIEN)
On this 13th day of December, 1993, before me a Notary Public, in
and for the State and County aforesaid, personally appeared William D.
Marohn, known to me to be the person whose name is subscribed in the
within instrument and acknowledged to me that they executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Bonnie C. Veverka
----------------------------------
Bonnie C. Veverka, Notary Public
Acting in Berrien County, Michigan USA
My commission expires June 20, 1995
(SEAL)
18
<PAGE>
Part II
Exhibit (24)
S-8 IND-BGS PSP II
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in the
capacity indicated, does hereby constitute and appoint Ivan W. Gorr, or
Stan C. Kaiman, or J. Alec Reinhardt, or Patrick W. Rooney as his
attorney with full power of substitution and resubstitution for and in
his name, place and stead, to sign and file with the Securities and
Exchange Commission a Registration Statement on Form S-8 pursuant to the
Securities Act of 1933, as amended, for the purpose of registering
certain shares of common stock with a par value of $1.00 per share of
Cooper Tire & Rubber Company and certain interests in the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing) and any and
all amendments to said Registration Statement, whether such amendments
are filed prior or subsequent to the effective date thereof, or any
amendments to any exhibits thereto or to file any supplement to the
Prospectus related thereto and any and all applications, instruments or
documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration, with full power and
authority to do and perform any and all acts and things whatsoever
requisite and necessary to be done in the premises, hereby ratifying and
approving the acts of said attorney or any such substitute.
Executed at Pittsburgh, Pennsylvania this 10th day of December,
1993.
/s/ Allan H. Meltzer
- --------------------------
Allan H. Meltzer, Director
STATE OF PENNSYLVANIA)
) ss.
COUNTY OF ALLEGHENY )
On this 10th day of December, 1993, before me a Notary Public, in
and for the State and County aforesaid, personally appeared Allan H.
Meltzer, known to me to be the person whose name is subscribed in the
within instrument and acknowledged to me that they executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Richard C. Schaeffer
-----------------------------------
Richard C. Schaeffer, Notary Public
Pittsburgh, Allegheny County
My commission expires February 29, 1996
(SEAL)
19
<PAGE>
Part II
Exhibit (24)
S-8 IND-BGS PSP II
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in the
capacity indicated, does hereby constitute and appoint Ivan W. Gorr, or
Stan C. Kaiman, or J. Alec Reinhardt, or Patrick W. Rooney as his
attorney with full power of substitution and resubstitution for and in
his name, place and stead, to sign and file with the Securities and
Exchange Commission a Registration Statement on Form S-8 pursuant to the
Securities Act of 1933, as amended, for the purpose of registering
certain shares of common stock with a par value of $1.00 per share of
Cooper Tire & Rubber Company and certain interests in the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing) and any and
all amendments to said Registration Statement, whether such amendments
are filed prior or subsequent to the effective date thereof, or any
amendments to any exhibits thereto or to file any supplement to the
Prospectus related thereto and any and all applications, instruments or
documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration, with full power and
authority to do and perform any and all acts and things whatsoever
requisite and necessary to be done in the premises, hereby ratifying and
approving the acts of said attorney or any such substitute.
Executed at Findlay, Ohio this 7th day of January, 1994.
/s/ Leon F. Winbigler
- --------------------------
Leon F. Winbigler, Director
STATE OF OHIO )
) ss.
COUNTY OF HANCOCK)
On this 7th day of January, 1994, before me a Notary Public, in and
for the State and County aforesaid, personally appeared Leon F.
Winbigler, known to me to be the person whose name is subscribed in the
within instrument and acknowledged to me that they executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Julie A. Grismore
----------------------------------
Julie A. Grismore
Notary Public, State of Ohio
My commission expires January 15, 1996
(SEAL)
20
<PAGE>
Part II
Exhibit (99)
Certificate
-----------
I, Stan C. Kaiman, do hereby certify that I am the duly elected,
qualified and acting Secretary of Cooper Tire & Rubber Company, and that
the following is a true, accurate and correct copy of certain resolutions
duly adopted by the Board of Directors of said Company at a meeting duly
called and held on November 11, 1993, at which meeting a quorum of the
Board was present and acting throughout:
WHEREAS, negotiations have been held with Local Unions #1042
and #1152 and the International Union, United Rubber, Cork,
Linoleum and Plastic Workers of America (herein referred to
as the "International Union"), concerning plans to encourage
and assist certain employees of the Bowling Green Plants to
engage in a savings program with a view toward meeting
financial emergencies and as a means of adding to their
retirement income, and
WHEREAS, documents each defining a Pre-Tax Savings Plan have
been executed on behalf of the Company, the respective Local
Union, and the International Union at the Bowling Green -
Sealing Plant and at the Bowling Green - Hose Plant (herein
referred to collectively as the "Plans"), which Plans have
been drafted to comply with applicable laws and governmental
regulations concerning plan qualification, and
WHEREAS, a trust agreement is necessary for each of the Plans
for execution between the Company and National City Bank, as
trustee (the "Trust Agreements"), and
WHEREAS, it will be necessary to file a registration
statement with the Securities and Exchange Commission with
respect to interests in each of the Plans and the Common
Stock of the Company offered in connection with the Plans.
NOW, THEREFORE, BE IT RESOLVED, that the execution of each of
the Plans be, and hereby is, confirmed and ratified in all
respects.
FURTHER RESOLVED, that the proper officers of the Company be,
and they hereby are, authorized and directed to execute in
the name and on behalf of the Company the Trust Agreements,
in the form submitted to this meeting, with such
modifications as the officer or officers executing the same
shall approve.
FURTHER RESOLVED, that the proper officers of the Company be,
and they hereby are, authorized and directed to prepare or
cause to be prepared, execute and file, or cause to be filed
with the Securities and Exchange Commission a Registration
Statement on Form S-8 pursuant to the Securities Exchange Act
of 1933, as amended, and that such officers be authorized to
do or cause to be done all such further things as may, in
their opinion, be necessary or advisable in order to effect
the filing of such report under said Act.
(continued)
21
<PAGE>
RESOLVED, that Ivan W. Gorr or Stan C. Kaiman or J. Alec
Reinhardt or Patrick W. Rooney be, and each of them hereby
is, appointed as the attorney of the Company with full power
of substitution and resubstitution for and in the name, place
and stead of the Company, to sign and file the Form S-8
relating to each of the Plans together with any and all
amendments and exhibits thereto, together with amendments to
any such exhibits, with full power and authority to do and
perform any and all acts and things whatsoever requisite and
necessary to be done in the premises, hereby ratifying and
approving the acts of such attorney or any such substitute.
FURTHER RESOLVED, that the Chairman of the Board, the
President, the Executive Vice President, a Vice President, or
the General Counsel together with the Secretary or Treasurer
of the Company, be, and they hereby are, authorized and
directed for and on its behalf to execute a Power of Attorney
evidencing the foregoing appointment.
FURTHER RESOLVED, that the appropriate officers of the
Company be, and they hereby are, authorized and directed to
execute and deliver, on behalf of the Company, such
instruments, documents, agreements and papers, and to do, on
behalf of the Company, such other acts and things as he or
they may deem necessary or desirable to effect the purpose
and intent of the foregoing resolutions.
I further certify that the foregoing resolutions have not been
rescinded, modified or changed by any action of the Board of Directors
and that it is now in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and attached the
Corporate Seal this 4th day of March, 1994.
/s/ Stan C. Kaiman
------------------------------
Stan C. Kaiman, Secretary
(SEAL)
22
