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
<PAGE>
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)
<PAGE>
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.
<PAGE>
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
--------------
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Thrift and Profit Sharing Plan
Statements of Assets Available for Plan Benefits
<CAPTION>
December 31
1993 1992
------------ ------------
<S> <C> <C>
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
=========== ===========
<FN>
See accompanying notes.
</TABLE>
2
3
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Thrift and Profit Sharing Plan
Statements of Changes in Assets Available for Plan Benefits
<CAPTION>
Year ended December 31
1993 1992
----------------------
<S> <C> <C>
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
=========== ===========
<FN>
See accompanying notes.
</TABLE>
3
4
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<TABLE>
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:
<CAPTION>
Year ended December 31
1993 1992
------------------------
<S> <C> <C>
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
========== ==========
</TABLE>
<TABLE>
Changes in amounts allocated to each of the Plan's investment options
are summarized as follows:
<CAPTION>
7
8
<PAGE>
Mutual Funds
---------------------
Common The Washington
Stock Cash Investment Mutual
of the with Company of Investors
Company Interest America Fund Total
-----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
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
<PAGE>
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
=========== ========== ========= ========= ===========
</TABLE>
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
<PAGE>
Schedules
11
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Thrift and Profit Sharing Plan
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1993
<CAPTION>
Shares, Cost (Plus
Units or Accrued Fair
Description Face Amount Interest Value
- - -----------------------------------------------------------------------
<S> <C> <C> <C>
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
<PAGE>
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
=========== ===========
<FN>
+ Party-in-interest
</TABLE>
11
13
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Thrift and Profit Sharing Plan
Item 27d - Schedule of Reportable Transactions
Year ended December 31, 1993
<CAPTION>
Sales
------------------------------------
Cost
(Plus
Cost of Accrued Gain/
Description of Assets Purchases Proceeds Interest) (Loss)
- - -----------------------------------------------------------------------
<S> <C> <C> <C> <C>
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
<FN>
Note: The purchase and selling price for
each reportable transaction represents
its fair value at the time of acquisition
or disposition.
</TABLE>
12
14
<PAGE>
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
<PAGE>
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
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Texarkana Pre-Tax Savings Plan
Statements of Assets Available for Plan Benefits
<CAPTION>
December 31
1993 1992
-----------------------------
<S> <C> <C>
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
========= =========
<FN>
See accompanying notes.
</TABLE>
2
17
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Texarkana Pre-Tax Savings Plan
Statements of Changes in Assets Available for Plan Benefits
<CAPTION>
Year ended December 31
1993 1992
----------------------
<S> <C> <C>
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
========= =========
<FN>
See accompanying notes.
</TABLE>
3
18
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<TABLE>
The unrealized appreciation/(depreciation) of the Plan's investments
consisted of the following:
<CAPTION>
Year ended December 31
1993 1992
-----------------------
<S> <C> <C>
Cooper Tire & Rubber Company common stock $(1,130,910) $784,209
Mutual funds 1,413 374
--------- -------
$(1,129,497) $784,583
========== =======
</TABLE>
<TABLE>
Changes in amounts allocated to each of the Plan's investment options
are summarized below:
<CAPTION>
Mutual Funds
-----------------------
Common Washington The
Stock Cash Mutual Investment
of the with Investors Company of
Company Interest Fund America Total
------- -------- ---- ------- -----
<S> <C> <C> <C> <C> <C>
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
<PAGE>
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
========= ======= ====== ===== =========
</TABLE>
7
22
<PAGE>
Schedules
23
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Texarkana Pre-Tax Savings Plan
Item 27a - Schedule of Assets Held for Investment Purposes
<CAPTION>
December 31, 1993
Shares, Cost (Plus
Units, or Accrued Fair
Description Face Amount Interest) Value
- - -----------------------------------------------------------------------
<S> <C> <C> <C>
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
========= =========
<FN>
+ Party-in-interest
</TABLE>
8
24
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Texarkana Pre-Tax Savings Plan
Item 27d - Schedule of Reportable Transactions
<CAPTION>
Year ended December 31, 1993
Sales
---------------------------------
Cost (Plus
Cost of Accrued Gain/
Description of Assets Purchases Proceeds Interest) (Loss)
- - ---------------------------------------------------------------------
<S> <C> <C> <C> <C>
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
<FN>
Note: The purchase and selling price for each reportable transaction
represents its fair value at the time of acquisition or
disposition.
</TABLE>
9
25
<PAGE>
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
<PAGE>
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
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan at the Auburn Plant
Statements of Assets Available for Plan Benefits
<CAPTION>
December 31
1993 1992
-------- -------
<S> <C> <C>
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
======= ======
<FN>
See accompanying notes.
</TABLE>
2
28
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan at the Auburn Plant
Statements of Changes in Assets Available for Plan Benefits
<CAPTION>
Seven-month
Year ended period ended
December 31 December 31
1993 1992
----------- -----------
<S> <C> <C>
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
======= ======
<FN>
See accompanying notes.
</TABLE>
3
29
<PAGE>
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
<PAGE>
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
<PAGE>
<TABLE>
The unrealized appreciation/(depreciation) of the Plan's investments
consisted of the following:
<CAPTION>
Year-ended Seven-month period
December 31 ended December 31
1993 1992
----------- ------------------
<S> <C> <C>
Cooper Tire & Rubber Company
common stock $(23,006) $2,604
Mutual funds 543 38
------- -----
$(22,463) $2,642
======= =====
</TABLE>
<TABLE>
Changes in amounts allocated to each of the Plan's investment options
are summarized below:
<CAPTION>
Mutual Funds
--------------------
Common The Washington
Stock Cash Investment Mutual
of the with Company of Investors
Company Interest America Fund Total
-------- -------- --------- -------- -----
<S> <C> <C> <C> <C> <C>
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
======= ====== ====== ====== =======
</TABLE>
6
32
<PAGE>
Schedules
33
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan at the Auburn Plant
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1993
<CAPTION>
Cost
Shares (Plus
Units, or Accrued Fair
Description Face Amount Interest) Value
- - ----------------------------------------------------------------------
<S> <C> <C> <C>
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
======= =======
<FN>
+ Party-in-interest
</TABLE>
7
34
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan at the Auburn Plant
Item 27d - Schedule of Reportable Transactions
Year ended December 31, 1993
<CAPTION>
Sales
Cost (Plus
Cost of Accrued Gain/
Description of Assets Purchases Proceeds Interest) (Loss)
- - ---------------------------------------------------------------------
<S> <C> <C> <C> <C>
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
<FN>
Note: The purchase and selling price for each reportable transaction
represents its fair value at the time of acquisition or
disposition.
</TABLE>
8
35
<PAGE>
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
<PAGE>
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
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan at the Findlay Plant
Statements of Assets Available for Plan Benefits
<CAPTION>
December 31
1993 1992
--------------------------
<S> <C> <C>
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
========= =======
<FN>
See accompanying notes.
</TABLE>
2
38
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan at the Findlay Plant
Statements of Changes in Assets Available for Plan Benefits
<CAPTION>
Seven-month
Year ended period ended
December 31 December 31
1993 1992
----------- ------------
<S> <C> <C>
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
========= =======
<FN>
See accompanying notes.
</TABLE>
3
39
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<TABLE>
The unrealized appreciation/(depreciation) of the Plan's investments
consisted of the following:
<CAPTION>
Year ended Seven-month period
December 31 ended December 31
1993 1992
----------- ------------------
<S> <C> <C>
Cooper Tire & Rubber Company
common stock $(163,098) $30,798
Mutual funds 4,040 405
------- ------
$(159,058) $31,203
======== ======
</TABLE>
<TABLE>
Changes in amounts allocated to each of the Plan's investment options
are summarized below:
<CAPTION>
Mutual Funds
---------------------
Common The Washington
Stock Cash Investment Mutual
of the with Company of Investors
Company Interest America Fund Total
------- -------- ---------- ---------- -----
<S> <C> <C> <C> <C> <C>
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
<PAGE>
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
========= ======= ======= ======= =========
</TABLE>
7
43
<PAGE>
Schedules
44
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan at the Findlay Plant
Item 27a - Schedule of Assets Held for Investment Purposes
<CAPTION>
December 31, 1993
Cost
Shares, (Plus
Units, or Accrued Fair
Description Face Amount Interest) Value
- - ----------------------------------------------------------------------
<S> <C> <C> <C>
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
========= =========
<FN>
+ Party-in-interest
</TABLE>
8
45
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan at the Findlay Plant
Item 27d - Schedule of Reportable Transactions
<CAPTION>
Year ended December 31, 1993
Sales
--------------------------------
Cost (Plus
Cost of Accrued Gain/
Description of Assets Purchases Proceeds Interest) (Loss)
- - ----------------------------------------------------------------------
<S> <C> <C> <C> <C>
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
<FN>
Note: The purchase and selling price for each reportable transaction
represents its fair value at the time of acquisition or
disposition.
</TABLE>
9
46
<PAGE>
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
<PAGE>
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
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan at the El Dorado Plant
Statements of Assets Available for Plan Benefit
<CAPTION>
December 31
1993 1992
--------------------------
<S> <C> <C>
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
======= =======
<FN>
See accompanying notes.
</TABLE>
2
49
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan at the El Dorado Plant
Statements of Changes in Assets Available for Plan Benefits
<CAPTION>
Year ended December 31
1993 1992
-------------------------
<S> <C> <C>
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
======= =======
<FN>
See accompanying notes.
</TABLE>
3
50
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<TABLE>
The unrealized appreciation/(depreciation) and realized gain of the
Plan's investments consisted of the following:
<CAPTION>
Year ended December 31
1993 1992
-----------------------
<S> <C> <C>
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
======= ======
</TABLE>
<TABLE>
Changes in amounts allocated to each of the Plan's investment options
are summarized below:
<CAPTION>
Mutual Funds
----------------------
Common Washington The
Stock Cash Mutual Investment
of the with Investors Company of
Company Interest Fund America Total
------- -------- ---------- ---------- -----
<S> <C> <C> <C> <C> <C>
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
<PAGE>
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
====== ====== ===== ===== =======
</TABLE>
7
54
<PAGE>
Schedules
55
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan at the El Dorado Plant
Item 27a - Schedule of Assets Held for Investment Purposes
<CAPTION>
December 31, 1993
Cost
Shares, (Plus
Units or Accrued Fair
Description Face Amount Interest) Value
- - ----------------------------------------------------------------------
<S> <C> <C> <C>
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
======= =======
<FN>
+ Party-in-interest
</TABLE>
8
56
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan at the El Dorado Plant
Item 27d - Schedule of Reportable Transactions
<CAPTION>
Year ended December 31, 1993
Sales
------------------------------
Cost (Plus
Cost of Accrued Gain/
Description of Assets Purchases Proceeds Interest) (Loss)
- - --------------------------------------------------------------------
<S> <C> <C> <C> <C>
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
<FN>
Note: The purchase and selling price for each reportable transaction
represents its fair value at the time of acquisition or
disposition.
</TABLE>
9
57
<PAGE>
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
<PAGE>
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
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Hose)
Statement of Assets Available for Plan Benefits
<CAPTION>
December 31, 1993
<S> <C>
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
======
<FN>
See accompanying notes.
</TABLE>
2
60
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Hose)
Statement of Changes in Assets Available for Plan Benefits
<CAPTION>
Three-month period ended December 31, 1993
<S> <C>
Participants' contributions $11,236
Unrealized appreciation
of investments (Note 4) 92
Interest income 8
------
Total additions and assets available
for plan benefits $11,336
======
<FN>
See accompanying notes.
</TABLE>
3
61
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<TABLE>
Changes in amounts allocated to each of the Plan's investment options
are summarized below:
<CAPTION>
Mutual Funds
---------------------
Common Washington The
Stock Cash Mutual Investment
of the with Investors Company of
Company Interest Fund America Total
------- -------- --------- ---------- -----
<S> <C> <C> <C> <C> <C>
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
===== === ===== ===== ======
</TABLE>
6
64
<PAGE>
Schedules
65
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Hose)
Item 27a - Schedule of Assets Held for Investment Purposes
<CAPTION>
December 31, 1993
Cost
Shares, (Plus
Units, or Accrued Fair
Description Face Amount Interest) Amount
- - --------------------------------------------------------------------
<S> <C> <C> <C>
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
===== =====
<FN>
+ Party-in-interest
</TABLE>
7
66
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Hose)
Item 27d - Schedule of Reportable Transactions
<CAPTION>
Three-month period ended December 31, 1993
Sales
-------------------------------
Cost (Plus
Cost of Accrued Gain/
Description of Assets Purchases Proceeds Interest) (Loss)
- - ---------------------------------------------------------------------
<S> <C> <C> <C> <C>
National City Bank -
NCC Government
Portfolio Fund $6,797 $5,717 $5,717 $ -
Cooper Tire & Rubber
Company common stock 2,383
<FN>
Note: The purchase and selling price for each reportable transaction
represents its fair value at the time of acquisition or
disposition.
</TABLE>
8
67
<PAGE>
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
<PAGE>
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
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Sealing)
Statement of Assets Available for Plan Benefits
<CAPTION>
December 31, 1993
<S> <C>
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
======
<FN>
See accompanying notes.
</TABLE>
2
70
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Sealing)
Statement of Changes in Assets Available for Plan Benefits
<CAPTION>
Three-month period ended December 31, 1993
<S> <C>
Participants' contributions $10,539
Unrealized appreciation
of investments (Note 4) 112
Interest income 11
------
Total additions and assets
available for plan benefits $10,662
======
<FN>
See accompanying notes.
</TABLE>
3
71
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<TABLE>
Changes in amounts allocated to each of the Plan's investment options
are summarized below:
<CAPTION>
Mutual Funds
---------------------
Common Washington The
Stock Cash Mutual Investment
of the with Investors Company of
Company Interest Fund America Total
------- -------- --------- ---------- -----
<S> <C> <C> <C> <C> <C>
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
===== ===== === === ======
</TABLE>
6
74
<PAGE>
Schedules
75
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Sealing)
Item 27a - Schedule of Assets Held for Investment Purposes
<CAPTION>
December 31, 1993
Cost
Shares, (Plus
Units, or Accrued Fair
Description Face Amount Interest Value
- - ---------------------------------------------------------------------
<S> <C> <C> <C>
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
===== =====
<FN>
+ Party-in-interest
</TABLE>
7
76
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Sealing)
Item 27d - Schedule of Reportable Transactions
<CAPTION>
Three-month period ended December 31, 1993
Sales
-------------------------------
Cost (Plus
Cost of Accrued Gain/
Description of Assets Purchases Proceeds Interest) (Loss)
- - --------------------------------------------------------------------
<S> <C> <C> <C> <C>
National City Bank - NCC
Government Portfolio
Fund $8,485 $7,213 $7,213 $ -
Cooper Tire & Rubber
Company common stock 2,913
<FN>
Note: The purchase and selling price for each reportable transaction
represents its fair value at the time of acquisition or
disposition.
</TABLE>
8
77
