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, 1994
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. (X)
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 6, 1995). $2,351,188,600
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 6, 1995)
Common Stock, $1 par per share 83,638,872
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 21, 1995 - Part III
EXHIBIT INDEX appears on the following two pages
<PAGE>
INDEX TO FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS
(As amended June 21, 1995 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, 1994, 1993 and 1992
Consolidated Balance Sheets at December 31, 1994 and 1993
Consolidated Statements of Stockholders' Equity for the
years ended December 31, 1994, 1993 and 1992
Consolidated Statements of Cash Flows for the years
ended December 31, 1994, 1993 and 1992
Notes to Consolidated Financial Statements
Report of Independent Auditors
SUPPLEMENTARY INFORMATION:
Quarterly Financial Data (Unaudited)
FINANCIAL STATEMENTS SCHEDULES:
II Valuation and qualifying accounts
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 13 of the Company's Proxy
Statement dated March 21, 1995.
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
(13) Annual report to security holders, Form 10-Q or quarterly
report to security holders
(23) Consent of Ernst & Young LLP
(24) Powers of Attorney
(27) Financial Data Schedule
(99) Operations Review and Product Overview as published in the
Company's Annual Report to Stockholders for its fiscal
year ended December 31, 1994
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, 1994 1-14
Financial statements and schedule of the Cooper Tire &
Rubber Company Texarkana Pre-Tax Savings Plan for the
fiscal year ended December 31, 1994 15-26
Financial statements and schedule of the Cooper Tire &
Rubber Company Pre-Tax Savings Plan at the Auburn Plant
for the fiscal year ended December 31, 1994 27-37
Financial statements and schedule of the Cooper Tire &
Rubber Company Pre-Tax Savings Plan at the Findlay Plant
for the fiscal year ended December 31, 1994 38-48
Financial statements and schedule of the Cooper Tire &
Rubber Company Pre-Tax Savings Plan at the El Dorado Plant
for the fiscal year ended December 31, 1994 49-60
Financial statements and schedule of the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose)
for the fiscal year ended December 31, 1994 61-72
Financial statements and schedule of the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing)
for the fiscal year ended December 31, 1994 73-83
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
PATRICK W. ROONEY, Chairman of the Board, President, Principal
Executive Officer and Director
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
EDSEL D. DUNFORD, Director
DENNIS J. GORMLEY, Director
IVAN W. GORR, Director
JOSEPH M. MAGLIOCHETTI, Director
ALLAN H. MELTZER, Director
LEON F. WINBIGLER, Director
By /s/ Stan C. Kaiman
--------------------------------
STAN C. KAIMAN, Attorney-in-fact
Date: June 21, 1995
--------------
<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 31,
1995 with respect to the financial statements and schedules of the Cooper
Tire & Rubber Company Thrift and Profit Sharing Plan, 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, 1994.
/s/ Ernst & Young LLP
---------------------
ERNST & YOUNG LLP
Toledo, Ohio
June 21, 1995
<PAGE>
EXHIBIT (99)
Cooper Tire & Rubber Company
Thrift and Profit Sharing Plan
Financial Statements and Schedules
Years ended December 31, 1994 and 1993
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 11
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, 1994 and 1993, 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, 1994 and 1993, 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, 1994 and
reportable transactions for the year then ended are presented for the
purpose of additional analysis 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 1994 financial statements and, in our opinion, are fairly stated in
all material respects in relation to the 1994 basic financial statements
taken as a whole.
/s/ Ernst & Young LLP
---------------------
ERNST & YOUNG LLP
May 31, 1995
1
2
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Thrift and Profit Sharing Plan
Statements of Assets Available for Plan Benefits
<CAPTION>
December 31
1994 1993
------------ ------------
<S> <C> <C>
Assets
Investments (Notes 4 & 5):
Value of interest in Pooled Fund $280,901,591 $ -
Cash with interest 8,094,103 66,322,977
Cooper Tire & Rubber Company common stock 3,967,913 245,387,475
Mutual funds:
The Investment Company of America Fund - 3,492,601
The Washington Mutual Investors Fund - 2,576,329
----------- -----------
- 6,068,930
Short-term investments 320,427 1,694,818
----------- -----------
293,284,034 319,474,200
Contributions receivable:
Employer 2,937,370 3,231,792
Participants - 874,208
----------- -----------
2,937,370 4,106,000
----------- -----------
Assets available for plan benefits $296,221,404 $323,580,200
=========== ===========
<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
1994 1993
------------ ------------
<S> <C> <C>
Additions:
Contributions:
Participants $ 10,344,408 $ 9,439,517
Employer (gross amount before
reduction for forfeitures) 7,017,370 6,370,650
Less forfeitures arising from
withdrawals (180,000) (145,152)
----------- ------------
Net employer contributions 6,837,370 6,225,498
----------- ------------
17,181,778 15,665,015
Investment income (loss):
Net depreciation in fair value
of investments (Note 5) (11,877,884) (106,812,058)
Net loss from Pooled Fund (Note 4) (6,585,997) -
Interest 2,753,156 4,520,526
Dividends 1,139,292 2,327,776
----------- ------------
(14,571,433) (99,963,756)
----------- ------------
Total additions 2,610,345 (84,298,741)
Participants' withdrawals (29,969,141) (17,940,375)
Decrease in assets available
for plan benefits during the year (27,358,796) (102,239,116)
Assets available for plan benefits
at beginning of year 323,580,200 425,819,316
----------- ------------
Assets available for plan benefits
at end of year $296,221,404 $323,580,200
=========== ===========
<FN>
See accompanying notes.
</TABLE>
3
4
<PAGE>
Cooper Tire & Rubber Company
Thrift and Profit Sharing Plan
Notes to Financial Statements
December 31, 1994 and 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 and net asset values,
respectively, 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.
The cash with interest option includes $8,094,103 at December 31, 1994
invested in annuity contracts with Confederation Life of Canada. This
insurance company was placed under the control of Canadian and United
States governmental regulatory authorities in August, 1994. To protect
the interests of the policyholders, the regulators have frozen the
assets of the insurance company. Currently, the amount of loss, if any,
on these contracts is not determinable. The Plan's investment contracts
with Confederation Life now have uncertain maturity dates and uncertain
interest rates. At December 31, 1994, these investments are valued in
the financial statements at cost with interest accrued through July 31,
1994. The Company believes this reflects the fair value of the
investments at this time.
On July 31, 1994 certain investments of the Plan were combined with
similar assets of the other defined contribution plans sponsored by the
Company. The combined investments (Pooled Fund) are held by National
City Bank as trustee and are valued at their fair value as determined by
the trustee.
Contributions
Contributions are recorded when the Company makes payroll deductions for
Plan participants, and are invested in any of four investment options at
the participants' election. Prior to September 1, 1994, normal delays
occurred in recording contributions resulting in the recording of a
participants' contribution receivable. Subsequent to the above date,
transactions are recorded daily with no delays in processing thereby
eliminating the accrual for the year ended December 31, 1994.
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.
(continued)
4
5
<PAGE>
1. Significant Accounting Policies (continued)
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.
Reclassification
Certain 1993 amounts in the statement of changes in assets available for
plan benefits have been combined to conform to the 1994 presentation.
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, 1994, 3,682 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 provide
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 currently placed in
interest bearing investments and direct obligations of insurance
companies guaranteeing payment of the principal and a specified
rate of return.
The Plan provides the following:
- After-tax dollar (ATD) contributions may be made in one percent
multiples of participant's compensation up to sixteen percent.
- Pre-tax dollar qualifier (PDQ) contributions may be made in
one percent multiples of participant's compensation up to
fifteen 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:
(continued)
5
6
<PAGE>
2. Summary of the Plan (continued)
(a) the aggregate of all ATD 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.
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 ATD 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 ATD contributions and
Company contributions at any time. 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 and reallocation of balances
among the investment options may be made daily. 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.
3. Income Tax Status
The IRS issued a determination letter dated November 1, 1994 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).
(continued)
6
7
<PAGE>
4. Value of Interest in Pooled Fund
<TABLE>
The assets of the Pooled Fund as of December 31, 1994 are as follows:
<CAPTION>
Cooper Tire & Rubber Company Pooled Fund
-----------------------------------------------
Cooper Tire The The
& Rubber Cash Investment Washington
Company with Company of Mutual
Common Interest America Investors
Stock Fund Fund Fund Fund
---------- -------- ---------- ----------
<S> <C> <C> <C> <C>
NCC Government Obligation
Fund $ 3,832,867 $ 794,156 $ 210,485 $ 202,193
Cooper Tire & Rubber Company
Common Stock 227,793,333
Mutual funds:
The Investment Company of
America Fund 3,196,070
The Washington Mutual
Investors Fund 1,922,281
----------- ---------- --------- ---------
- - 3,196,070 1,922,281
Cash with Interest Fund:
Provident Life and Accident
Insurance Company - 5.55%
annuity contract; 50% of
balance matures January 31,
1995 and remainder matures
January 30, 1998 11,151,499
John Hancock Mutual Life
Insurance Company - 8.27%
annuity contract; matures
January 31, 1997 9,568,259
Prudential Life Insurance
Company - 5.48% annuity
contract; matures July 31, 1996 8,527,141
Principal Mutual Life Insurance
Company - 4.73% annuity
contract; 50% of balance
matures January 31, 1995 and
remainder matures July 31, 1997 7,650,645
Sun Life Insurance Company of
Canada (U.S.) - 8.07% annuity
contract; matures January 31,
1996 6,515,295
Connecticut General Life
Insurance Company - 7.03%
variable annuity contract;
matures January 31, 1996 5,114,841
Commonwealth Life Insurance
Company - 4.87% annuity
contract; 50% of balance
matures January 31, 1996 and
remainder matures July 31,
1998 4,416,561
----------- ---------- --------- ---------
- 52,944,241 - -
----------- ---------- --------- ---------
(continued)
7
8
<PAGE>
Total assets $231,626,200 $53,738,397 $3,406,555 $2,124,474
=========== ========== ========= =========
</TABLE>
<TABLE>
The net investment gain (loss) of the Pooled Fund for the five-month period
ended December 31, 1994 is as follows:
<CAPTION>
Cooper Tire & Rubber Company Pooled Fund
------------------------------------------------
Cooper Tire The The
& Rubber Cash Investment Washington
Company with Company of Mutual
Common Interest America Investors
Stock Fund Fund Fund Fund
---------- -------- ---------- ----------
<S> <C> <C> <C> <C>
Interest $ 25,088 $1,084,760 $ 1,100 $ 686
Dividends 1,057,714 - 148,760 15,750
Net realized and unrealized
gain (loss) (9,063,252) - (14,942) 28,278
---------- --------- ------- ------
Net investment gain (loss) $(7,980,450) $1,084,760 $134,918 $44,714
========== ========= ======= ======
</TABLE>
The value of the Plan's interest in the Pooled Fund is $280,901,591 and net
investment loss from the Pooled Fund is $6,585,997 as of and for the
five-month period ended December 31, 1994. The Plan's interest in the Pooled
Fund's assets as of December 31, 1994 is as follows:
Cooper Tire & Rubber Company Common Stock Fund 96.4%
Cash with Interest Fund 97.3%
The Investment Company of America Fund 87.1%
The Washington Mutual Investors Fund 84.2%
The net investment gains (losses) of the Pooled Fund are allocated to each
plan based on the percentage of that Plan's units in each Pooled Fund
category.
5. Investments
Certain Plan 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. 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 net appreciation (depreciation) of the Plan's investments consisted
of the following:
<CAPTION>
Year Ended December 31
1994 1993
----------- -----------
<S> <C> <C>
Cooper Tire & Rubber Company
common stock $(11,711,465) $(107,043,838)
Mutual funds (166,419) 231,780
----------- ------------
$(11,877,884) $(106,812,058)
=========== ============
</TABLE>
(continued)
8
9
<PAGE>
5. Investments (continued)
<TABLE>
Changes in amounts allocated to each of the Plan's investment options
are summarized below:
<CAPTION>
Mutual Funds
----------------------
Cooper Tire The The
& Rubber Investment Washington
Company Cash Company of Mutual
Common with America Investors
Stock Fund Interest Fund Fund Total
----------- --------- ---------- ---------- ------
<S> <C> <C> <C> <C> <C>
Balance at December
31, 1992 $ 360,826,747 $61,482,135 $2,160,505 $1,349,929 $ 425,819,316
Additions
(deductions):
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
Less forfeitures
arising from
withdrawals (145,152) (145,152)
------------ ---------- --------- ---------- -----------
Net employer
contributions 6,225,498 6,225,498
------------ ---------- --------- ---------- -----------
12,962,162 2,534,214 90,216 78,423 15,665,015
Net appreciation
(depreciation)(107,043,838) 119,980 111,800 (106,812,058)
Interest and
dividend income 2,030,250 4,490,206 207,809 120,037 6,848,302
------------ ---------- --------- ---------- -----------
Total additions
(deductions) (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 December
31, 1993 250,494,305 66,516,143 3,959,237 2,610,515 323,580,200
Additions
(deductions):
Contributions:
Participants 4,296,150 1,601,605 71,084 68,449 6,037,288
Employer (gross
amount before
reduction for
forfeitures) 7,017,370 7,017,370
Less forfeitures
arising from
withdrawals (180,000) (180,000)
------------ ---------- --------- ---------- -----------
(continued)
9
10
<PAGE>
Net employer
contributions 6,837,370 6,837,370
------------ ---------- --------- ---------- -----------
11,133,520 1,601,605 71,084 68,449 12,874,658
Net depreciation(11,711,465) (87,763) (78,656) (11,877,884)
Interest and
dividend income 1,081,584 2,738,161 40,237 32,466 3,892,448
------------ ---------- --------- ---------- -----------
Total additions 503,639 4,339,766 23,558 22,259 4,889,222
Participants
withdrawals (9,616,146) (7,721,461)(1,048,617) (977,577) (19,363,801)
Transfers between
options 319,110 (235,229) (82,276) (1,605) -
Balance transferred
to Pooled Fund at
July 31, 1994 (234,475,198)(54,805,116)(2,851,902) (1,653,592)(293,785,808)
------------ ---------- --------- ---------- -----------
Balance at December
31, 1994 $ 7,225,710 $8,094,103 - - $ 15,319,813
============ ========= ========= ========== ===========
</TABLE>
6. Prospective Accounting Standard
The Plan will be required to adopt American Institute of Certified
Public Accountants Statement of Position 94-4 (SOP) as of January 1,
1995 with a delayed effective date of January 1, 1996 for investment
contracts entered into before December 31, 1993. When adopted, the SOP
will require the Plan to report fully benefit responsive investment
contracts at contract value and all other investment contracts at fair
value. The effect of adopting this requirement has not yet been
determined.
10
11
<PAGE>
Schedules
12
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Thrift and Profit Sharing Plan
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1994
<CAPTION>
Shares, Cost (Plus
Units, or Accrued Fair
Description Face Amount Interest) Value
----------- ----------- --------- -----
<S> <C> <C> <C>
Cooper Tire & Rubber Company -
common stock 167,954 $ 3,935,421 $ 3,967,913
Cash with interest:
Confederation Life Insurance
Company - 6.06% annuity contract;
matures July 31, 1997 5,000,000 5,000,000 5,000,000
Confederation Life Insurance
Company - 6.19% annuity contract;
matures January 31, 1998 3,094,103 3,094,103 3,094,103
---------- ----------
Total Cash with interest 8,094,103 8,094,103
*National City Bank - NCC
Government Portfolio Fund 320,427 320,427 320,427
---------- ----------
Total assets held for investment
purposes $12,349,951 $12,382,443
========== ==========
<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, 1994
<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 $32,442,553 $34,135,120 $34,135,120 $ -
<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 Schedule
Years ended December 31, 1994 and 1993
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
Schedule
Item 27d - Schedule of Reportable Transactions 10
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, 1994 and 1993, 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, 1994 and 1993, 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 schedule of
reportable transactions for the year ended December 31, 1994 is
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 is not a required part of
the basic financial statements. The schedule has been subjected to the
auditing procedures applied in our audit of the 1994 financial
statements and, in our opinion, is fairly stated in all material
respects in relation to the 1994 basic financial statements taken as a
whole.
/s/ Ernst & Young LLP
---------------------
ERNST & YOUNG LLP
May 31, 1995
1
16
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Texarkana Pre-Tax Savings Plan
Statements of Assets Available for Plan Benefits
<CAPTION>
December 31
1994 1993
---------- ----------
<S> <C> <C>
Assets
Investments (Notes 4 & 5):
Value of interest in Pooled Fund $6,248,338 $ -
Cooper Tire & Rubber Company common stock - 3,984,525
Cash with interest: - 548,483
Short-term investments - 216,041
Mutual funds:
The Investment Company of America Fund - 7,080
The Washington Mutual Investors Fund - 24,918
--------- ---------
- 31,998
--------- ----------
6,248,338 4,781,047
Employer contribution receivable 274,898 -
--------- ---------
Assets available for plan benefits $6,523,236 $4,781,047
========= =========
<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
1994 1993
---------- ----------
<S> <C> <C>
Additions:
Contributions:
Participants $2,102,439 $1,880,298
Employer 274,898 -
--------- ---------
2,377,337 1,880,298
Investment income (loss):
Net depreciation in fair value of investments
(Note 5) (91,296) (1,129,497)
Net loss from Pooled Fund (Note 4) (91,066) -
Interest 27,029 40,993
Dividends 20,208 28,156
--------- ---------
(135,125) (1,060,348)
--------- ---------
Total additions 2,242,212 819,950
Participants' withdrawals (500,023) (288,739)
--------- ---------
Increase in assets available for
plan benefits during the year 1,742,189 531,211
Assets available for plan benefits
at beginning of year 4,781,047 4,249,836
--------- ---------
Assets available for plan benefits at end of year $6,523,236 $4,781,047
========= =========
<FN>
See accompanying notes.
</TABLE>
3
18
<PAGE>
Cooper Tire & Rubber Company
Texarkana Pre-Tax Savings Plan
Notes to Financial Statements
December 31, 1994 and 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 and net asset values,
respectively, 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.
On July 31, 1994 the investments of the Plan were combined with similar
assets of the other defined contribution plans sponsored by the Company.
The combined investments (Pooled Fund) are held by National City Bank as
trustee and are valued at their fair value as determined by the trustee.
Contributions
Contributions are recorded when the Company makes payroll deductions for
Plan participants, and are invested in any of four investment options at
the participant's 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. The Company contribution to a participant's account
becomes vested after five years of continuous credited service;
thereafter, Company contributions become vested when made.
2. Summary of Plan
The Cooper Tire & Rubber Company Texarkana Pre-Tax Savings Plan (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 #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, 1994, 777
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 provide
long-term growth of capital and income, placing greater emphasis
on future dividends than on current income.
(continued)
4
19
<PAGE>
2. Summary of Plan (continued)
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 currently placed in interest
bearing investments and direct obligations of insurance companies
guaranteeing payment of the principal and a specified rate of return.
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 every 30 days.
The Plan provides that the Company will contribute to the Plan each
year from current or accumulated earnings an amount equal to the
lesser of:
(a) 25% of PSP contributions which represent up to four 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.
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).
Investment options for future contributions and reallocation of balances
may be made daily. 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 8, 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 Tax Status
The IRS issued a determination letter dated October 6, 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
20
<PAGE>
4. Value of Interest in Pooled Fund
<TABLE>
The assets of the Pooled Fund as of December 31, 1994 are as follows:
<CAPTION>
Cooper Tire & Rubber Company Pooled Fund
-------------------------------------------------
Cooper Tire The The
& Rubber Cash Investment Washington
Company with Company of Mutual
Common Interest America Investors
Stock Fund Fund Fund Fund
------------ ----------- ---------- ----------
<S> <C> <C> <C> <C>
NCC Government
Obligation Fund $ 3,832,867 $ 794,156 $ 210,485 $ 202,193
Cooper Tire &
Rubber Company
Common Stock 227,793,333
Mutual funds:
The Investment
Company of
America Fund 3,196,070
The Washington
Mutual
Investors Fund 1,922,281
----------- ---------- --------- ---------
- - 3,196,070 1,922,281
Cash with Interest Fund:
Provident Life and
Accident Insurance
Company - 5.55%
annuity contract;
50% of balance
matures January 31,
1995 and remainder
matures January 30,
1998 11,151,499
John Hancock Mutual Life
Insurance Company -
8.27% annuity contract;
matures January 31, 1997 9,568,259
Prudential Life Insurance
Company - 5.48% annuity
contract; matures July 31,
1996 8,527,141
Principal Mutual Life
Insurance Company - 4.73%
annuity contract; 50% of
balance matures January 31,
1995 and remainder matures
July 31, 1997 7,650,645
Sun Life Insurance Company
of Canada (U.S.) - 8.07%
annuity contract; matures
January 31, 1996 6,515,295
(continued)
6
21
<PAGE>
Connecticut General Life
Insurance Company -
7.03% variable annuity
contract; matures
January 31, 1996 5,114,841
Commonwealth Life Insurance
Company - 4.87% annuity
contract; 50% of balance
matures January 31, 1996
and remainder matures
July 31, 1998 4,416,561
----------- ---------- --------- ---------
- 52,944,241 - -
----------- ---------- --------- ---------
Total assets $231,626,200 $53,738,397 $3,406,555 $2,124,474
=========== ========== ========= =========
</TABLE>
<TABLE>
The net investment gain (loss) of the Pooled Fund for the five-month period
ended December 31, 1994 is as follows:
<CAPTION>
Cooper Tire & Rubber Company Pooled Fund
-------------------------------------------------
Cooper Tire The The
& Rubber Cash Investment Washington
Company with Company of Mutual
Common Interest America Investors
Stock Fund Fund Fund Fund
------------ ----------- ---------- ----------
<S> <C> <C> <C> <C>
Interest $ 25,088 $ 1,084,760 $ 1,100 $ 686
Dividends 1,057,714 - 148,760 15,750
Net realized and unrealized
gain (loss) (9,063,252) - (14,942) 28,278
---------- ---------- --------- ---------
Net investment gain (loss) $(7,980,450) $ 1,084,760 $ 134,918 $ 44,714
========== ========== ========= =========
</TABLE>
The value of the Plan's interest in the Pooled Fund is $6,248,338 and net
investment loss from the Pooled Fund is $91,066 as of and for the five-month
period ended December 31, 1994. The Plan's interest in the Pooled Fund's
assets as of December 31, 1994 is as follows:
Cooper Tire & Rubber Company Common Stock Fund 2.3%
Cash with Interest Fund 1.6%
The Investment Company of America Fund 1.0%
The Washington Mutual Investors Fund 2.5%
The net investment gains of the Pooled Fund are allocated to each plan based
on the percentage of that Plan's units in each Pooled Fund category.
5. Investments
The Plan's investments prior to July 31, 1994 were also held by National
City Bank as trustee. 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)
7
22
<PAGE>
5. Investments (continued)
<TABLE>
The net appreciation (depreciation) of the Plan's investments consisted
of the following:
<CAPTION>
Seven-month
period ended Year Ended
July 31 December 31
1994 1993
------------ ------------
<S> <C> <C>
Cooper Tire & Rubber Company
common stock $(90,848) $(1,130,910)
Mutual funds (448) 1,413
-------- ---------
$(91,296) $(1,129,497)
======== ==========
</TABLE>
<TABLE>
Changes in amounts allocated to each of the Plan's investment options are
summarized below:
<CAPTION>
Mutual Funds
---------------------
The The
Common Investment Washington
Stock Cash Company of Mutual
of the with America Investors
Company Interest Fund Fund Total
-------- -------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Balance at
December 31, 1992 $3,774,506 $453,641 $13,759 $ 7,930 $4,249,836
Additions:
Participants'
contributions 1,633,981 223,016 14,382 8,919 1,880,298
Net 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
December 31, 1993 4,164,605 580,431 27,782 8,229 4,781,047
Additions:
Participants'
contributions 1,000,921 147,202 6,889 12,828 1,167,840
Net depreciation (90,848) - (3) (445) (91,296)
Interest and
dividend income 17,355 28,526 139 1,217 47,237
--------- ------- ----- ------ ---------
Total additions 927,428 175,728 7,025 13,600 1,123,781
(continued)
8
23
<PAGE>
Participants'
withdrawals (292,287) (25,019) - (3,450) (320,756)
Transfers between
options 8,238 (8,238) 2,350 (2,350) -
--------- ------- ------ ------ ---------
Balance transferred
to Pooled Fund at
July 31, 1994 $4,807,984 $722,902 $37,157 $16,029 $5,584,072
========= ======= ====== ====== =========
</TABLE>
6. Prospective Accounting Standard
The Plan will be required to adopt American Institute of Certified
Public Accountants Statement of Position 94-4 (SOP) as of January 1,
1995 with a delayed effective date of January 1, 1996 for investment
contracts entered into before December 31, 1993. When adopted, the SOP
will require the Plan to report fully benefit responsive investment
contracts at contract value and all other investment contracts at fair
value. The effect of adopting this requirement has not yet been
determined.
9
24
<PAGE>
Schedule
25
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Texarkana Pre-Tax Savings Plan
Item 27d - Schedule of Reportable Transactions
Year ended December 31, 1994
<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 $1,100,814 $1,169,063 $1,169,063 $ -
Cooper Tire & Rubber Company
common stock 928,485 - - -
New York Life Insurance
Company - 8.70 annuity
contract 12,874 242,551 242,551 -
<FN>
Note: The purchase and selling price for each reportable transaction
represents its fair value at the time of acquisition or disposition.
</TABLE>
10
26
<PAGE>
EXHIBIT (99)
Cooper Tire & Rubber Company
Pre-Tax Savings Plan at the Auburn Plant
Financial Statements and Schedule
Years ended December 31, 1994 and 1993
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
Schedule
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.
27
<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, 1994 and 1993, 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 Auburn
Plant at December 31, 1994 and 1993, 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 schedule of
reportable transactions for the year ended December 31, 1994 is
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 is not a required part of
the basic financial statements. The schedule has been subjected to the
auditing procedures applied in our audit of the 1994 financial
statements and, in our opinion, is fairly stated in all material
respects in relation to the 1994 basic financial statements taken as a
whole.
/s/ Ernst & Young LLP
---------------------
ERNST & YOUNG LLP
May 31, 1995
1
28
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan at the Auburn Plant
Statements of Assets Available for Plan Benefits
<CAPTION>
December 31
1994 1993
--------- ---------
<S> <C> <C>
Assets
Investments (Notes 4 & 5):
Value of interest in Pooled Fund $454,734 $ -
Cooper Tire & Rubber Company common stock - 129,100
Cash with interest:
Provident Life and Accident Insurance Company -
5.55% annuity contract - 36,179
Principal Mutual Life Insurance Company - 4.73%
annuity contract - 14,366
------- -------
- 50,545
Mutual funds:
The Investment Company of America Fund - 17,416
The Washington Mutual Investors Fund - 11,208
------- -------
- 28,624
Short-term investments - 4,688
------- -------
$454,734 $212,957
Participants' contributions receivable - 34,064
------- -------
Assets available for plan benefits $454,734 $247,021
======= =======
<FN>
See accompanying notes.
</TABLE>
2
29
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan at the Auburn Plant
Statements of Changes in Assets Available for Plan Benefits
<CAPTION>
Year ended December 31
1994 1993
--------- ---------
<S> <C> <C>
Additions:
Participants' contributions $264,102 $210,118
Investment income (loss):
Net depreciation in fair value of investments
(Note 5) (10,148) (22,463)
Net loss from Pooled Fund (Note 4) (3,797) -
Interest 2,069 2,178
Dividends 1,643 1,760
------- -------
(10,233) (18,525)
------- -------
Total additions 253,869 191,593
Participants' withdrawals (46,156) (2,038)
------- -------
Increase in assets available for
plan benefits during the year 207,713 189,555
Assets available for plan benefits
at beginning of year 247,021 57,466
------- -------
Assets available for plan benefits at end of year $454,734 $247,021
======= =======
<FN>
See accompanying notes.
</TABLE>
3
30
<PAGE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan at the Auburn Plant
Notes to Financial Statements
December 31, 1994 and 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 and net asset values,
respectively, 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.
On July 31, 1994 the investments of the Plan were combined with similar
assets of the other defined contribution plans sponsored by the Company.
The combined investments (Pooled Fund) are held by National City Bank as
trustee and are valued at their fair value as determined by the trustee.
Contributions
Contributions are recorded when the Company makes payroll deductions for
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) 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,
1994, 160 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 provide
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 currently placed in
interest bearing investments and direct obligations of insurance
companies guaranteeing payment of the principal and a specified
rate of return.
(continued)
4
31
<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 every thirty days.
Investment options for future contributions may be changed daily.
Reallocation of balances may be made among the options daily.
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 6, 1997. 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 Tax Status
The IRS issued a determination letter dated October 6, 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).
4. Value of Interest in Pooled Fund
<TABLE>
The assets of the Pooled Fund as of December 31, 1994 are as follows:
<CAPTION>
Cooper Tire & Rubber Company Pooled Fund
-------------------------------------------------
Cooper Tire The The
& Rubber Cash Investment Washington
Company with Company of Mutual
Common Interest America Investors
Stock Fund Fund Fund Fund
------------ ----------- ---------- ----------
<S> <C> <C> <C> <C>
NCC Government
Obligation Fund $ 3,832,867 $ 794,156 $ 210,485 $ 202,193
Cooper Tire &
Rubber Company
Common Stock 227,793,333
(continued)
5
32
<PAGE>
Mutual funds:
The Investment
Company of
America Fund 3,196,070
The Washington
Mutual
Investors Fund 1,922,281
----------- ---------- --------- ---------
- - 3,196,070 1,922,281
Cash with Interest Fund:
Provident Life and
Accident Insurance
Company - 5.55%
annuity contract;
50% of balance
matures January 31,
1995 and remainder
matures January 30,
1998 11,151,499
John Hancock Mutual Life
Insurance Company -
8.27% annuity contract;
matures January 31, 1997 9,568,259
Prudential Life Insurance
Company - 5.48% annuity
contract; matures July 31,
1996 8,527,141
Principal Mutual Life
Insurance Company - 4.73%
annuity contract; 50% of
balance matures January 31,
1995 and remainder matures
July 31, 1997 7,650,645
Sun Life Insurance Company
of Canada (U.S.) - 8.07%
annuity contract; matures
January 31, 1996 6,515,295
Connecticut General Life
Insurance Company -
7.03% variable annuity
contract; matures
January 31, 1996 5,114,841
Commonwealth Life Insurance
Company - 4.87% annuity
contract; 50% of balance
matures January 31, 1996
and remainder matures
July 31, 1998 4,416,561
----------- ---------- --------- ---------
- 52,944,241 - -
----------- ---------- --------- ---------
Total assets $231,626,200 $53,738,397 $3,406,555 $2,124,474
=========== ========== ========= =========
</TABLE>
(continued)
6
33
<PAGE>
4. Value of Interest in Pooled Fund (continued)
<TABLE>
The net investment gain (loss) of the Pooled Fund for the five-month period
ended December 31, 1994 is as follows:
<CAPTION>
Cooper Tire & Rubber Company Pooled Fund
-------------------------------------------------
Cooper Tire The The
& Rubber Cash Investment Washington
Company with Company of Mutual
Common Interest America Investors
Stock Fund Fund Fund Fund
------------ ----------- ---------- ----------
<S> <C> <C> <C> <C>
Interest $ 25,088 $ 1,084,760 $ 1,100 $ 686
Dividends 1,057,714 - 148,760 15,750
Net realized and unrealized
gain (loss) (9,063,252) - (14,942) 28,278
---------- ---------- --------- ---------
Net investment gain (loss) $(7,980,450) $ 1,084,760 $ 134,918 $ 44,714
</TABLE>
The value of the Plan's interest in the Pooled Fund is $454,734 and net
investment loss from the Pooled Fund is $3,797 as of and for the five-month
period ended December 31, 1994. The Plan's interest in the Pooled Fund's
assets as of December 31, 1994 is as follows:
Cooper Tire & Rubber Company Common Stock Fund 0.1%
Cash with Interest Fund 0.2%
The Investment Company of America Fund 1.3%
The Washington Mutual Investors Fund 1.2%
The net investment gains of the Pooled Fund are allocated to each plan based
on the percentage of that Plan's units in each Pooled Fund category.
5. 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. 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 net appreciation (depreciation) in fair value of the Plan's
investments consisted of the following:
<CAPTION>
Seven-month
period ended Year Ended
July 31 December 31
1994 1993
------------ ------------
<S> <C> <C>
Cooper Tire & Rubber Company
common stock $ (9,787) $(23,006)
Mutual funds (361) 543
------- -------
$(10,148) $(22,463)
======= =======
(continued)
7
34
<PAGE>
5. Investments (continued)
</TABLE>
<TABLE>
Changes in amounts allocated to each of the Plan's investment options are
summarized below:
<CAPTION>
Mutual Funds
---------------------
The The
Common Investment Washington
Stock Cash Company of Mutual
of the with America Investors
Company Interest Fund Fund Total
-------- -------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C>
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
Net 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
Additions:
Participants'
contributions 107,761 32,278 12,455 7,800 160,294
Net depreciation (9,787) (203) (158) (10,148)
Interest and
dividend income 804 2,349 312 247 3,712
------- ------ ------ ------ -------
Total additions 98,778 34,627 12,564 7,889 153,858
Participants'
withdrawals (7,021) (5,331) (782) (13,134)
Transfers between
options (124) 124 (23) 23 -
------- ------ ------ ------ -------
Balance transferred
to Pooled Fund at
July 31, 1994 $243,458 $89,281 $34,084 $20,922 $387,745
======= ====== ====== ====== =======
</TABLE>
6. Prospective Accounting Standard
The Plan will be required to adopt American Institute of Certified Public
Accountants Statement of Position 94-4 (SOP) as of January 1, 1995 with a
delayed effective date of January 1, 1996 for investment contracts entered
into before December 31, 1993. When adopted, the SOP will require the Plan
to report fully benefit responsive investment contracts at contract value
and all other investment contracts at fair value. The effect of adopting
this requirement has not yet been determined.
8
35
<PAGE>
Schedule
36
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan at the Auburn Plant
Item 27d - Schedule of Reportable Transactions
Year ended December 31, 1994
<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 $165,932 $170,597 $170,597 $ -
Cooper Tire & Rubber Company
common stock 119,688 - - -
Commonwealth Life Insurance
Company - 4.87% annuity
contract 29,323 990 990 -
The Investment Company
of America - mutual fund 16,744 - - -
<FN>
Note: The purchase and selling price for each reportable transaction
represents its fair value at the time of acquisition or
disposition.
</TABLE>
9
37
<PAGE>
EXHIBIT (99)
Cooper Tire & Rubber Company
Pre-Tax Savings Plan at the Findlay Plant
Financial Statements and Schedule
Years ended December 31, 1994 and 1993
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
Schedule
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.
38
<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, 1994 and 1993, 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 Findlay
Plant at December 31, 1994 and 1993, 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 schedule of
reportable transactions for the year ended December 31, 1994 is
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 is not a required part of
the basic financial statements. The schedule has been subjected to the
auditing procedures applied in our audit of the 1994 financial
statements and, in our opinion, is fairly stated in all material
respects in relation to the 1994 basic financial statements taken as a
whole.
/s/ Ernst & Young LLP
---------------------
ERNST & YOUNG LLP
May 31, 1995
1
39
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan at the Findlay Plant
Statements of Assets Available for Plan Benefits
<CAPTION>
December 31
1994 1993
---------- ----------
<S> <C> <C>
Assets
Investments (Notes 4 & 5):
Value of interest in Pooled Fund $2,862,814 $ -
Cooper Tire & Rubber Company common stock - 914,125
Mutual funds:
The Investment Company of America Fund - 148,449
The Washington Mutual Investors Fund - 87,483
--------- ---------
- 235,932
Cash with interest - 90,861
Short-term investments - 25,032
--------- ---------
2,862,814 1,265,950
Participants' contributions receivable - 171,621
--------- ---------
Assets available for plan benefits $2,862,814 $1,437,571
========= =========
<FN>
See accompanying notes.
</TABLE>
2
40
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan at the Findlay Plant
Statements of Changes in Assets Available for Plan Benefits
<CAPTION>
Year Ended December 31
1994 1993
------------ ------------
<S> <C> <C>
Additions:
Participants' contributions $1,517,196 $1,154,596
Investment income (loss):
Net depreciation in fair value
of investments (Note 5) (37,789) (159,058)
Net loss from Pooled Fund (Note 4) (34,744) -
Dividends 11,479 14,328
Interest 3,412 7,276
--------- ---------
(57,642) (137,454)
--------- ---------
Total additions 1,459,554 1,017,142
Participants' withdrawals (34,311) (11,288)
--------- ---------
Increase in assets available for
plan benefits during the year 1,425,243 1,005,854
Assets available for plan benefits
at beginning of year 1,437,571 431,717
--------- ---------
Assets available for plan benefits
at end of year $2,862,814 $1,437,571
========= =========
<FN>
See accompanying notes.
</TABLE>
3
41
<PAGE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan at the Findlay Plant
Notes to Financial Statements
December 31, 1994 and 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 and net asset values,
respectively, 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.
On July 31, 1994 the investments of the Plan were combined with similar
assets of the other defined contribution plans sponsored by the Company.
The combined investments (Pooled Fund) are held by National City Bank as
trustee and are valued at their fair value as determined by the trustee.
Contributions
Contributions are recorded when the Company makes payroll deductions for
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) 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,
1994, 435 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 provide
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 currently placed in
interest bearing investments and direct obligations of
insurance companies guaranteeing payment of the principal
and a specified rate of return.
(continued)
4
42
<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 every thirty days.
Investment options for future contributions and reallocation of balances
among the options may be made daily. 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, 1997. 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 Tax Status
The IRS issued a determination letter dated October 6, 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).
4. Value of Interest in Pooled Fund
<TABLE>
The assets of the Pooled Fund as of December 31, 1994 are as follows:
<CAPTION>
Cooper Tire & Rubber Company Pooled Fund
-------------------------------------------------
Cooper Tire The The
& Rubber Cash Investment Washington
Company with Company of Mutual
Common Interest America Investors
Stock Fund Fund Fund Fund
------------ ----------- ---------- ----------
<S> <C> <C> <C> <C>
NCC Government
Obligation Fund $ 3,832,867 $ 794,156 $ 210,485 $ 202,193
Cooper Tire &
Rubber Company
Common Stock 227,793,333
(continued)
5
43
<PAGE>
Mutual funds:
The Investment Company
of America Fund 3,196,070
The Washington Mutual
Investors Fund 1,922,281
----------- ---------- --------- ---------
- - 3,196,070 1,922,281
Cash with Interest Fund:
Provident Life and
Accident Insurance
Company - 5.55%
annuity contract;
50% of balance
matures January 31,
1995 and remainder
matures January 30, 1998 11,151,499
John Hancock Mutual Life
Insurance Company - 8.27%
annuity contract; matures
January 31, 1997 9,568,259
Prudential Life Insurance
Company - 5.48% annuity
contract; matures
July 31, 1996 8,527,141
Principal Mutual Life
Insurance Company -
4.73% annuity contract;
50% of balance matures
January 31, 1995 and
remainder matures
July 31, 1997 7,650,645
Sun Life Insurance Company
of Canada (U.S.) - 8.07%
annuity contract; matures
January 31, 1996 6,515,295
Connecticut General Life
Insurance Company - 7.03%
variable annuity contract;
matures January 31, 1996 5,114,841
Commonwealth Life Insurance
Company - 4.87% annuity
contract; 50% of balance
matures January 31, 1996
and remainder matures
July 31, 1998 4,416,561
----------- ---------- --------- ---------
- 52,944,241 - -
----------- ---------- --------- ---------
Total assets $231,626,200 $53,738,397 $3,406,555 $2,124,474
=========== ========== ========= =========
</TABLE>
(continued)
6
44
<PAGE>
4. Value of Interest in Pooled Fund (continued)
<TABLE>
The net investment gain (loss) of the Pooled Fund for the five-month period
ended December 31, 1994 is as follows:
<CAPTION>
Cooper Tire & Rubber Company Pooled Fund
-------------------------------------------------
Cooper Tire The The
& Rubber Cash Investment Washington
Company with Company of Mutual
Common Interest America Investors
Stock Fund Fund Fund Fund
------------ ----------- ---------- ----------
<S> <C> <C> <C> <C>
Interest $ 25,088 $ 1,084,760 $ 1,100 $ 686
Dividends 1,057,714 - 148,760 15,750
Net realized and
unrealized gain (loss) (9,063,252) - (14,942) 28,278
----------- ---------- --------- ---------
Net investment gain (loss) $ (7,980,450) $ 1,084,760 $ 134,918 $ 44,714
</TABLE>
The value of the Plan's interest in the Pooled Fund is $2,862,814 and net
investment loss from the Pooled Fund is $34,744 as of and for the five-month
period ended December 31, 1994. The Plan's interest in the Pooled Fund's
assets as of December 31, 1994 is as follows:
Cooper Tire & Rubber Company Common Stock Fund 0.9%
Cash with Interest Fund 0.5%
The Investment Company of America Fund 9.9%
The Washington Mutual Investors Fund 10.7%
The net investment gains (losses) of the Pooled Fund are allocated to each
plan based on the percentage of that Plan's units in each Pooled Fund
category.
5. Investments
The Plan's investments prior to July 31, 1994 were also held by National City
Bank as trustee. PSP contributions and income not yet invested in the
options selected by the participant due to the "transaction period" as
defined by the Plan, were invested in cash with interest investments.
<TABLE>
The net appreciation (depreciation) of the Plan's investments consisted of
the following:
<CAPTION>
Seven-month
period ended Year Ended
July 31 December 31
1994 1993
------------ ------------
<S> <C> <C>
Cooper Tire & Rubber Company
common stock $(35,054) $(163,098)
Mutual funds (2,735) 4,040
------- --------
$(37,789) $(159,058)
======= ========
</TABLE>
(continued) 7
45
<PAGE>
5. Investments (continued)
<TABLE>
Changes in amounts allocated to each of the Plan's investment options are
summarized below:
<CAPTION>
Mutual Funds
---------------------
The The
Common Investment Washington
Stock Cash Company of Mutual
of the with America Investors
Company Interest Fund Fund Total
-------- -------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C>
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
Net 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
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
Additions:
Participants'
contributions 553,950 72,228 83,690 66,120 775,988
Net depreciation (35,054) (1,192) (1,543) (37,789)
Interest and
dividend income 6,818 3,627 2,495 1,951 14,891
---------- -------- -------- -------- ---------
Total additions 525,714 75,855 84,993 66,528 753,090
Participants'
withdrawals (9,512) (330) (2,039) (1,646) (13,527)
Transfers between
options 23,986 (9,359) (7,389) (7,238) -
--------- ------- ------- ------- ---------
Balance transferred
to Pooled Fund at
July 31, 1994 $1,591,623 $173,492 $250,255 $161,764 $2,177,134
========= ======= ======= ======= =========
</TABLE>
6. Prospective Accounting Standard
The Plan will be required to adopt American Institute of Certified Public
Accountants Statement of Position 94-4 (SOP) as of January 1, 1995 with a
delayed effective date of January 1, 1996 for investment contracts entered
into before December 31, 1993. When adopted, the SOP will require the Plan
to report fully benefit responsive investment contracts at contract value
and all other investment contracts at fair value. The effect of adopting
this requirement has not yet been determined.
8
46
<PAGE>
Schedule
47
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan at the Findlay Plant
Item 27d - Schedule of Reportable Transactions
Year ended December 31, 1994
<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 $864,173 $889,092 $889,092 $ -
Cooper Tire & Rubber Company
common stock 701,209
The Investment Company
of America - mutual fund 105,657
Commonwealth Life Insurance
Company - 4.87% annuity
contract 84,863
The Washington Mutual
Investors Fund - mutual
fund 82,184
<FN>
Note: The purchase and selling price for each reportable transaction
represents its fair value at the time of acquisition or
disposition.
</TABLE>
9
48
<PAGE>
EXHIBIT (99)
Cooper Tire & Rubber Company
Pre-Tax Savings Plan at the El Dorado Plant
Financial Statements and Schedule
Years ended December 31, 1994 and 1993
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
Schedule
Item 27d - Schedule of Reportable Transactions 10
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.
49
<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, 1994 and 1993, 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, 1994 and 1993, 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 schedule of
reportable transactions for the year ended December 31, 1994 is
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 is not a required part of
the basic financial statements. The schedule has been subjected to the
auditing procedures applied in our audit of the 1994 financial
statements and, in our opinion, is fairly stated in all material
respects in relation to the 1994 basic financial statements taken as a
whole.
/s/ Ernst & Young LLP
---------------------
ERNST & YOUNG LLP
May 31, 1995
1
50
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan at the El Dorado Plant
Statements of Assets Available for Plan Benefits
<CAPTION>
December 31
1994 1993
--------- --------
<S> <C> <C>
Assets
Investments (Notes 4 & 5)
Value of interest in Pooled Fund $275,544 $ -
Cooper Tire & Rubber Company common stock - 77,425
Cash with interest:
John Hancock Mutual Life Insurance Company
- 8.27% annuity contract - 35,427
Provident Life and Accident Insurance Company
- 5.55% annuity contract - 29,368
Other - 7,680
------ -------
72,475
Mutual funds:
The Investment Company of America Fund - 1,919
The Washington Mutual Investors Fund - 2,431
------- -------
4,350
Short-term investments - 3,120
------- -------
$275,544 $157,370
Participants' contributions receivable - 14,360
------- -------
Assets available for plan benefits $275,544 $171,730
======= =======
<FN>
See accompanying notes.
</TABLE>
2
51
<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
1994 1993
-------- --------
<S> <C> <C>
Additions:
Participants' contributions $132,783 $82,522
Investment income (loss):
Net depreciation in fair value of investments
(Note 5) (4,305) (19,687)
Interest 3,093 4,386
Dividends 572 628
Net loss from Pooled Fund (Note 4) (382) -
-------- -------
(1,022) (14,673)
-------- -------
Total additions 131,761 67,849
Participants' withdrawals (27,947) (4,702)
-------- --------
Increase in assets available for
plan benefits during the year 103,814 63,147
Assets available for plan benefits
at beginning of year 171,730 108,583
-------- --------
Assets available for plan benefits at end of year $275,544 $171,730
======== ========
</TABLE>
3
52
<PAGE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan at the El Dorado Plant
Notes to Financial Statements
December 31, 1994 and 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 and net asset values,
respectively, 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.
On July 31, 1994 the investments of the Plan were combined with similar
assets of the other defined contribution plans sponsored by the Company.
The combined investments (Pooled Fund) are held by National City Bank as
trustee and are valued at their fair value as determined by the trustee.
Contributions
Contributions are recorded when the Company makes payroll deductions for
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) 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,
1994, 106 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 provide
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 currently placed in
interest bearing investments and direct obligations of insurance
companies guaranteeing payment of the principal and a specified
rate of return.
(continued)
4
53
<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 every thirty days.
Investment options for future contributions and reallocation of balances
among the options may be made daily. 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, 1997. 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 Tax Status
The IRS issued a determination letter dated October 6, 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).
4. Value of Interest in Pooled Fund
<TABLE>
The assets of the Pooled Fund as of December 31, 1994 are as follows:
<CAPTION>
Cooper Tire & Rubber Company Pooled Fund
-------------------------------------------------
Cooper Tire The The
& Rubber Cash Investment Washington
Company with Company of Mutual
Common Interest America Investors
Stock Fund Fund Fund Fund
------------ ----------- ---------- ----------
<S> <C> <C> <C> <C>
NCC Government
Obligation Fund $ 3,832,867 $ 794,156 $ 210,485 $ 202,193
Cooper Tire &
Rubber Company
Common Stock 227,793,333
(continued)
5
54
<PAGE>
Mutual funds:
The Investment
Company of
America Fund 3,196,070
The Washington
Mutual
Investors Fund 1,922,281
----------- ---------- --------- ---------
- - 3,196,070 1,922,281
Cash with Interest Fund:
Provident Life and
Accident Insurance
Company - 5.55%
annuity contract;
50% of balance
matures January 31,
1995 and remainder
matures January 30,
1998 11,151,499
John Hancock Mutual Life
Insurance Company -
8.27% annuity contract;
matures January 31, 1997 9,568,259
Prudential Life Insurance
Company - 5.48% annuity
contract; matures July 31,
1996 8,527,141
Principal Mutual Life
Insurance Company - 4.73%
annuity contract; 50% of
balance matures January 31,
1995 and remainder matures
July 31, 1997 7,650,645
Sun Life Insurance Company
of Canada (U.S.) - 8.07%
annuity contract; matures
January 31, 1996 6,515,295
Connecticut General Life
Insurance Company -
7.03% variable annuity
contract; matures
January 31, 1996 5,114,841
Commonwealth Life Insurance
Company - 4.87% annuity
contract; 50% of balance
matures January 31, 1996
and remainder matures
July 31, 1998 4,416,561
----------- ---------- --------- ---------
- 52,944,241 - -
----------- ---------- --------- ---------
Total assets $231,626,200 $53,738,397 $3,406,555 $2,124,474
=========== ========== ========= =========
</TABLE>
(continued)
6
55
<PAGE>
4. Value of Interest in Pooled Fund (continued)
<TABLE>
The net investment gain (loss) of the Pooled Fund for the five-month period
ended December 31, 1994 is as follows:
<CAPTION>
Cooper Tire & Rubber Company Pooled Fund
-------------------------------------------------
Cooper Tire The The
& Rubber Cash Investment Washington
Company with Company of Mutual
Common Interest America Investors
Stock Fund Fund Fund Fund
------------ ----------- ---------- ----------
<S> <C> <C> <C> <C>
Interest $ 25,088 $ 1,084,760 $ 1,100 $ 686
Dividends 1,057,714 - 148,760 15,750
Net realized and unrealized
gain (loss) (9,063,252) - (14,942) 28,278
---------- ---------- --------- ---------
Net investment gain (loss) $(7,980,450) $ 1,084,760 $ 134,918 $ 44,714
========== ========== ========= =========
</TABLE>
The value of the Plan's interest in the Pooled Fund is $275,544 and net
investment loss from the Pooled Fund is $382 as of and for the five-month
period ended December 31, 1994. The Plan's interest in the Pooled Fund's
assets as of December 31, 1994 is as follows:
Cooper Tire & Rubber Company Common Stock Fund 0.1%
Cash with Interest Fund 0.2%
The Investment Company of America Fund 0.2%
The Washington Mutual Investors Fund 0.5%
The net investment gains (losses) of the Pooled Fund are allocated to each
plan based on the percentage of that Plan's units in each Pooled Fund
category.
5. Investments
The Plan's investments prior to July 31, 1994 were also held by National
City Bank as trustee. PSP contributions and income not yet invested in
the options selected by the participant due to the "transaction period"
as defined by the Plan, were invested in cash with interest investments.
(continued)
7
56
<PAGE>
5. Investments (continued)
<TABLE>
The net appreciation (depreciation) of the Plan's investments consisted
of the following:
<CAPTION>
Seven-month
period ended Year Ended
July 31 December 31
1994 1993
------------ ------------
<S> <C> <C>
Cooper Tire & Rubber Company
common stock $ (4,254) $(19,773)
Mutual funds (51) 86
-------- --------
$ (4,305) $(19,687)
======== ========
</TABLE>
<TABLE>
Changes in amounts allocated to each of the Plan's investment options
are summarized below:
<CAPTION>
Mutual Funds
---------------------
The The
Common Investment Washington
Stock Cash Company of Mutual
of the with America Investors
Company Interest Fund Fund Total
-------- -------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C>
Balance at
December 31, 1992 $ 60,024 $46,816 $ 769 $ 974 $108,583
Additions:
Participants'
contributions 45,500 34,050 1,273 1,699 82,522
Net appreciation
(depreciation) (19,773) 21 65 (19,687)
Interest and
dividend income 528 4,260 106 120 5,014
------- ------ ------ ------ -------
Total additions 26,255 38,310 1,400 1,884 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 2,169 3,649 171,730
Additions:
Participants'
contributions 43,617 27,252 2,789 2,676 76,334
Net depreciation (4,254) - (8) (43) (4,305)
Interest and
dividend income (155) 3,642 34 144 3,665
-------- ------- ------- ------- --------
Total additions 39,208 30,894 2,815 2,777 75,694
(continued)
8
57
<PAGE>
Participants'
withdrawals (7,427) (7,671) - - (15,098)
Transfers between
options 6,748 (6,878) (331) 461 -
------- ------ ----- ----- -------
Balance transferred
to Pooled Fund at
July 31, 1994 $123,381 $97,405 $4,653 $6,887 $232,326
======= ====== ===== ===== =======
</TABLE>
6. Prospective Accounting Standard
The Plan will be required to adopt American Institute of Certified
Public Accountants Statement of Position 94-4 (SOP) as of January 1,
1995 with a delayed effective date of January 1, 1996 for investment
contracts entered into before December 31, 1993. When adopted, the SOP
will require the Plan to report fully benefit responsive investment
contracts at contract value and all other investment contracts at fair
value. The effect of adopting this requirement has not yet been
determined.
9
58
<PAGE>
Schedule
59
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan at the El Dorado Plant
Item 27d - Schedule of Reportable Transactions
Year ended December 31, 1994
<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 $71,676 $74,822 $74,822 $ -
Cooper Tire & Rubber Company
common stock 51,605
Commonwealth Life Insurance
Company - 4.87% annuity
contract 16,445 4,698 4,699 (1)
<FN>
Note: The purchase and selling price for each reportable transaction
represents its fair value at the time of acquisition or
disposition.
</TABLE>
10
60
<PAGE>
EXHIBIT (99)
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Hose)
Financial Statements and Schedule
Year ended December 31, 1994 and
Period ended December 31, 1993
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
Schedule
Item 27d - Schedule of Reportable Transactions 10
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.
61
<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 statements of assets available for plan
benefits of the Cooper Tire & Rubber Company Pre-Tax Savings Plan
(Bowling Green - Hose) as of December 31, 1994 and 1993, and the related
statements of changes in assets available for plan benefits for the year
ended December 31, 1994 and the three-month period (since inception)
ended December 31, 1993. 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 (Bowling Green
- Hose) at December 31, 1994 and 1993, and the changes in its assets
available for plan benefits for the year ended December 31, 1994 and the
three-month period ended December 31, 1993, 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 schedule of
reportable transactions for the year ended December 31, 1994 is
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 is not a required part of
the basic financial statements. The schedule has been subjected to the
auditing procedures applied in our audit of the 1994 financial
statements and, in our opinion, is fairly stated in all material
respects in relation to the 1994 basic financial statements taken as a
whole.
/s/ Ernst & Young LLP
---------------------
ERNST & YOUNG LLP
May 31, 1995
1
62
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Hose)
Statements of Assets Available for Plan Benefits
<CAPTION>
December 31
1994 1993
------- -------
<S> <C> <C>
Assets
Investments (Notes 4 & 5)
Value of interest in Pooled Fund $88,160 $ -
Cooper Tire & Rubber Company common stock - 2,475
Short-term investments - NCC Government
Portfolio Fund - 1,080
------ ------
88,160 3,555
Participants' contributions receivable - 7,781
------ ------
Assets available for plan benefits $88,160 $11,336
====== ======
<FN>
See accompanying notes.
</TABLE>
2
63
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Hose)
Statements of Changes in Assets Available for Plan Benefits
<CAPTION>
Three-month
Year ended period ended
December December 31
1994 1993
---------- ------------
<S> <C> <C>
Additions:
Participants' contributions $81,413 $11,236
Investment income (loss):
Net appreciation (depreciation) in
fair value of investments (Note 5) (2,535) 92
Net loss from Pooled Fund (Note 4) (731) -
Interest 120 8
Dividends 156 -
------ ------
(2,990) 100
------- ------
Total additions 78,423 11,336
Participants' withdrawals (1,599) -
------ ------
Increase in assets available for
plan benefits during the period 76,824 11,336
Assets available for plan benefits
at beginning of period 11,336 -
------ ------
Assets available for plan benefits
at end of period $88,160 $11,336
====== ======
<FN>
See accompanying notes.
</TABLE>
3
64
<PAGE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Hose)
Notes to Financial Statements
December 31, 1994 and 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 and net asset values,
respectively, 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.
On July 31, 1994 the investments of the Plan were combined with similar
assets of the other defined contribution plans sponsored by the Company.
The combined investments (Pooled Fund) are held by National City Bank as
trustee and are valued at their fair value as determined by the trustee.
Contributions
Contributions are recorded when the Company makes payroll deductions for
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) 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, 1994, 70 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 provide
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
65
<PAGE>
2. Summary of Plan (continued)
3) Cash with interest - Contributions are currently placed in
interest bearing investments and direct obligations of
insurance companies guaranteeing payment of the principal and
a specified rate of return.
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 every thirty days.
Investment options for future contributions may be changed daily.
Reallocation of balances may be made among the options daily.
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, 1998. 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 Tax Status
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
66
<PAGE>
4. Value of Interest in Pooled Fund
<TABLE>
The assets of the Pooled Fund as of December 31, 1994 are as follows:
<CAPTION>
Cooper Tire & Rubber Company Pooled Fund
-------------------------------------------------
Cooper Tire The The
& Rubber Cash Investment Washington
Company with Company of Mutual
Common Interest America Investors
Stock Fund Fund Fund Fund
------------ ----------- ---------- ----------
<S> <C> <C> <C> <C>
NCC Government
Obligation Fund $ 3,832,867 $ 794,156 $ 210,485 $ 202,193
Cooper Tire &
Rubber Company
Common Stock 227,793,333
Mutual funds:
The Investment
Company of
America Fund 3,196,070
The Washington
Mutual
Investors Fund 1,922,281
------------ ----------- ---------- ----------
- - 3,196,070 1,922,281
Cash with Interest Fund:
Provident Life and
Accident Insurance
Company - 5.55%
annuity contract;
50% of balance
matures January 31,
1995 and remainder
matures January 30,
1998 11,151,499
John Hancock Mutual Life
Insurance Company -
8.27% annuity contract;
matures January 31, 1997 9,568,259
Prudential Life Insurance
Company - 5.48% annuity
contract; matures July 31,
1996 8,527,141
Principal Mutual Life
Insurance Company - 4.73%
annuity contract; 50% of
balance matures January 31,
1995 and remainder matures
July 31, 1997 7,650,645
Sun Life Insurance Company
of Canada (U.S.) - 8.07%
annuity contract; matures
January 31, 1996 6,515,295
(continued)
6
67
<PAGE>
Connecticut General Life
Insurance Company -
7.03% variable annuity
contract; matures
January 31, 1996 5,114,841
Commonwealth Life Insurance
Company - 4.87% annuity
contract; 50% of balance
matures January 31, 1996
and remainder matures
July 31, 1998 4,416,561
----------- ---------- --------- ---------
- 52,944,241 - -
----------- ---------- --------- ---------
Total assets $231,626,200 $53,738,397 $3,406,555 $2,124,474
=========== ========== ========= =========
</TABLE>
<TABLE>
The net investment gain (loss) of the Pooled Fund for the five-month period
ended December 31, 1994 is as follows:
<CAPTION>
Cooper Tire & Rubber Company Pooled Fund
-------------------------------------------------
Cooper Tire The The
& Rubber Cash Investment Washington
Company with Company of Mutual
Common Interest America Investors
Stock Fund Fund Fund Fund
------------ ----------- ---------- ----------
<S> <C> <C> <C> <C>
Interest $ 25,088 $ 1,084,760 $ 1,100 $ 686
Dividends 1,057,714 - 148,760 15,750
Net realized and unrealized
gain (loss) (9,063,252) - (14,942) 28,278
---------- ---------- --------- ---------
Net investment gain (loss) $(7,980,450) $ 1,084,760 $ 134,918 $ 44,714
========== ========== ========= =========
</TABLE>
The value of the Plan's interest in the Pooled Fund is $88,160 and net
investment loss from the Pooled Fund is $731 as of and for the five-month
period ended December 31, 1994. The Plan's interest in the Pooled Fund's
assets as of December 31, 1994 is as follows:
Cooper Tire & Rubber Company Common Stock Fund 0.1%
Cash with Interest Fund 0.1%
The Investment Company of America Fund 0.3%
The Washington Mutual Investors Fund 0.7%
The net investment gains (losses) of the Pooled Fund are allocated to
each plan based on the percentage of that Plan's units in each Pooled
Fund category.
(continued)
7
68
<PAGE>
5. Investments
The Plan's investments prior to July 31, 1994 were also held by National
City Bank as trustee. PSP contributions and income not yet invested in
the options selected by the participant due to the "transaction period"
as defined by the Plan, were invested in cash with interest investments.
<TABLE>
The net appreciation (depreciation) of the Plan's investments consisted
of the following:
<CAPTION>
Seven-month Three-month
period ended period ended
July 31 December 31
1994 1993
------------ ------------
<S> <C> <C>
Cooper Tire & Rubber Company
common stock $(1,857) $92
Mutual funds (678) -
------- --
$(2,535) $92
======= ==
</TABLE>
<TABLE>
Changes in amounts allocated to each of the Plan's investment options
are summarized below:
<CAPTION>
Mutual Funds
---------------------
The The
Common Investment Washington
Stock Cash Company of Mutual
of the with America Investors
Company Interest Fund Fund Total
-------- -------- ---------- ---------- -------
<S> <C> <C> <C> <C> <C>
Additions:
Participants'
contributions $ 7,258 $ 637 $1,297 $2,044 $11,236
Net appreciation 92 92
Interest and
dividend income 5 1 1 1 8
------ ----- ----- ----- ------
Total additions 7,355 638 1,298 2,045 11,336
Participants'
withdrawals
Transfers between
options
------ ----- ----- ----- ------
Balance at
December 31, 1993 7,355 638 1,298 2,045 11,336
Additions:
Participants'
contributions 29,690 4,962 5,080 8,516 48,248
Net depreciation (1,857) (252) (426) (2,535)
Interest and
dividend income 111 58 37 70 276
------ ----- ----- ----- ------
Total additions 27,944 5,020 4,865 8,160 45,989
(continued)
8
69
<PAGE>
Participants'
withdrawals (541) (541)
Transfers between
options 704 (353) (351)
------ ----- ----- ------ ------
Balance transferred
to Pooled Fund at
July 31, 1994 $35,462 $5,658 $5,810 $9,854 $56,784
======= ====== ====== ====== =======
</TABLE>
6. Prospective Accounting Standard
The Plan will be required to adopt American Institute of Certified Public
Accountants Statement of Position 94-4 (SOP) as of January 1, 1995 with a
delayed effective date of January 1, 1996 for investment contracts entered
into before December 31, 1993. When adopted, the SOP will require the
Plan to report fully benefit responsive investment contracts at contract
value and all other investment contracts at fair value. The effect of
adopting this requirement has not yet been determined.
9
70
<PAGE>
Schedule
71
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Hose)
Item 27d - Schedule of Reportable Transactions
Year ended December 31, 1994
<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 $48,615 $49,687 $49,687 $ -
Cooper Tire & Rubber Company
common stock 35,645 674 709 (35)
The Washington Mutual
Investors Fund -
mutual fund 10,280
The Investment Company
of America - mutual fund 6,062
Commonwealth Life
Insurance Company -
4.87% annuity contract 5,210
<FN>
Note: The purchase and selling price for each reportable transaction
represents its fair value at the time of acquisition or
disposition.
</TABLE>
10
72
<PAGE>
EXHIBIT (99)
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Sealing)
Financial Statements and Schedule
Year ended December 31, 1994 and
Period ended December 31, 1993
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
Schedule
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.
73
<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 statements of assets available for plan
benefits of the Cooper Tire & Rubber Company Pre-Tax Savings Plan
(Bowling Green - Sealing) as of December 31, 1994 and 1993, and the
related statements of changes in assets available for plan benefits for
the year ended December 31, 1994 and the three-month period (since
inception) ended December 31, 1993. 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 (Bowling Green
- Sealing) at December 31, 1994 and 1993, and the changes in its assets
available for plan benefits for the year ended December 31, 1994 and the
three-month period ended December 31, 1993, 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 schedule of
reportable transactions for the year ended December 31, 1994 is
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 is not a required part of
the basic financial statements. The schedule has been subjected to the
auditing procedures applied in our audit of the 1994 financial
statements and, in our opinion, is fairly stated in all material
respects in relation to the 1994 basic financial statements taken as a
whole.
/s/ Ernst & Young LLP
---------------------
ERNST & YOUNG LLP
May 31, 1995
1
74
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Sealing)
Statements of Assets Available for Plan Benefits
<CAPTION>
December 31
1994 1993
--------- ---------
<S> <C> <C>
Assets
Investments (Notes 4 & 5)
Value of interest in Pooled Fund $64,446 $ -
Cooper Tire & Rubber Company common stock - 3,025
Short-term investments - NCC Government
Portfolio Fund - 1,272
------- -------
64,446 4,297
Participants' contributions receivable - 6,365
------- -------
Assets available for plan benefits $64,446 $10,662
======= =======
<FN>
See accompanying notes.
</TABLE>
2
75
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Sealing)
Statements of Changes in Assets Available for Plan Benefits
<CAPTION>
Three-month
Year ended period ended
December December 31
1994 1993
---------- ------------
<S> <C> <C>
Additions:
Participants' contributions $55,843 $10,539
Investment income (loss):
Net appreciation (depreciation) in
fair value of investments (Note 5) (1,110) 112
Net loss from Pooled Fund (Note 4) 658 -
Interest 152 11
Dividends 88 -
------ ------
(212) 123
------ ------
Total additions 55,631 10,662
Participants' withdrawals (1,847) -
------ ------
Increase in assets available for
plan benefits during the period 53,784 10,662
Assets available for plan benefits
at beginning of period 10,662 -
------ ------
Assets available for plan benefits
at end of period $64,446 $10,662
====== ======
<FN>
See accompanying notes.
</TABLE>
3
76
<PAGE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Sealing)
Notes to Financial Statements
December 31, 1994
1. Significant Accounting Policies
Investments
Investments in common stock of Cooper Tire & Rubber Company (Company)
and in mutual funds are stated at quoted market and net asset values,
respectively, 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.
On July 31, 1994 the investments of the Plan were combined with similar
assets of the other defined contribution plans sponsored by the Company.
The combined investments (Pooled Fund) are held by National City Bank as
trustee and are valued at their fair value as determined by the trustee.
Contributions
Contributions are recorded when the Company makes payroll deductions for
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) 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, 1994, 43 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 provide
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 currently placed in interest
bearing investments and direct obligations of insurance companies
guaranteeing payment of the principal and a specified rate of return.
(continued)
4
77
<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 every thirty days.
Investment options for future contributions may be changed daily.
Reallocation of balances may be made among the options daily.
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, 1997. 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 Tax Status
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).
4. Value of Interest in Pooled Fund
<TABLE>
The assets of the Pooled Fund as of December 31, 1994 are as follows:
<CAPTION>
Cooper Tire & Rubber Company Pooled Fund
-------------------------------------------------
Cooper Tire The The
& Rubber Cash Investment Washington
Company with Company of Mutual
Common Interest America Investors
Stock Fund Fund Fund Fund
------------ ----------- ---------- ----------
<S> <C> <C> <C> <C>
NCC Government
Obligation Fund $ 3,832,867 $ 794,156 $ 210,485 $ 202,193
Cooper Tire &
Rubber Company
Common Stock 227,793,333
(continued)
5
78
<PAGE>
Mutual funds:
The Investment
Company of
America Fund 3,196,070
The Washington
Mutual
Investors Fund 1,922,281
----------- ---------- --------- ---------
- - 3,196,070 1,922,281
Cash with Interest Fund:
Provident Life and
Accident Insurance
Company - 5.55%
annuity contract;
50% of balance
matures January 31,
1995 and remainder
matures January 30,
1998 11,151,499
John Hancock Mutual Life
Insurance Company -
8.27% annuity contract;
matures January 31, 1997 9,568,259
Prudential Life Insurance
Company - 5.48% annuity
contract; matures July 31,
1996 8,527,141
Principal Mutual Life
Insurance Company - 4.73%
annuity contract; 50% of
balance matures January 31,
1995 and remainder matures
July 31, 1997 7,650,645
Sun Life Insurance Company
of Canada (U.S.) - 8.07%
annuity contract; matures
January 31, 1996 6,515,295
Connecticut General Life
Insurance Company -
7.03% variable annuity
contract; matures
January 31, 1996 5,114,841
Commonwealth Life Insurance
Company - 4.87% annuity
contract; 50% of balance
matures January 31, 1996
and remainder matures
July 31, 1998 4,416,561
----------- ---------- --------- ---------
- 52,944,241 - -
----------- ---------- --------- ---------
Total assets $231,626,200 $53,738,397 $3,406,555 $2,124,474
=========== ========== ========= =========
</TABLE>
(continued)
6
79
<PAGE>
4. Value of Interest in Pooled Fund (continued)
<TABLE>
The net investment gain (loss) of the Pooled Fund for the five-month period
ended December 31, 1994 is as follows:
<CAPTION>
Cooper Tire & Rubber Company Pooled Fund
-------------------------------------------------
Cooper Tire The The
& Rubber Cash Investment Washington
Company with Company of Mutual
Common Interest America Investors
Stock Fund Fund Fund Fund
------------ ----------- ---------- ----------
<S> <C> <C> <C> <C>
Interest $ 25,088 $ 1,084,760 $ 1,100 $ 686
Dividends 1,057,714 - 148,760 15,750
Net realized and unrealized
gain (loss) (9,063,252) - (14,942) 28,278
---------- ---------- --------- ---------
Net investment gain (loss) $(7,980,450) $ 1,084,760 $ 134,918 $ 44,714
========== ========== ========= =========
</TABLE>
The value of the Plan's interest in the Pooled Fund is $64,446 and net
investment gain from the Pooled Fund is $658 as of and for the five-month
period ended December 31, 1994. The Plan's interest in the Pooled Fund's
assets as of December 31, 1994 is as follows:
Cooper Tire & Rubber Company Common Stock Fund 0.1%
Cash with Interest Fund 0.1%
The Investment Company of America Fund 0.2%
The Washington Mutual Investors Fund 0.2%
The net investment gains (losses) of the Pooled Fund are allocated to each
plan based on the percentage of that Plan's units in each Pooled Fund
category.
5. Investments
The Plan's investments prior to July 31, 1994 were also held by National
City Bank as trustee. PSP contributions and income not yet invested in
the options selected by the participant due to the "transaction period"
as defined by the Plan, were invested in cash with interest investments.
<TABLE>
The net appreciation (depreciation) of the Plan's investments consisted
of the following:
<CAPTION>
Seven-month Three-month
period ended period ended
July 31 December 31
1994 1993
------------ ------------
<S> <C> <C>
Cooper Tire & Rubber Company
common stock $(1,440) $112
Mutual funds 330 -
------- ---
$(1,110) $112
======= ===
</TABLE>
(continued) 7
80
<PAGE>
5. Investments (continued)
<TABLE>
Changes in amounts allocated to each of the Plan's investment options
are summarized below:
<CAPTION>
Mutual Funds
---------------------
The The
Common Investment Washington
Stock Cash Company of Mutual
of the with America Investors
Company Interest Fund Fund Total
-------- -------- ---------- ---------- -------
<S> <C> <C> <C> <C> <C>
Additions:
Participants'
contributions $ 7,464 $1,851 $ 395 $ 829 $10,539
Net appreciation 112 112
Interest and
dividend income 7 2 1 1 11
------ ----- ----- ----- ------
Total additions 119 2 1 1 123
Participants'
withdrawals
Transfers between
options
------ ----- ----- ----- ------
Balance at
December 31, 1993 7,583 1,853 396 830 10,662
Additions:
Participants'
contributions 21,797 4,506 3,894 2,780 32,977
Net depreciation (1,440) 184 146 (1,110)
Interest and
dividend income 87 101 22 30 240
------ ----- ----- ----- ------
Total additions 20,444 4,607 4,100 2,956 32,107
Participants'
withdrawals (1,183) (196) (554) (1,933)
Transfers between
options (106) 108 (2)
------ ----- ----- ----- ------
Balance transferred
to Pooled Fund at
July 31, 1994 $26,738 $6,568 $4,298 $3,232 $40,836
====== ===== ===== ===== ======
</TABLE>
6. Prospective Accounting Standard
The Plan will be required to adopt American Institute of Certified
Public Accountants Statement of Position 94-4 (SOP) as of January 1,
1995 with a delayed effective date of January 1, 1996 for investment
contracts entered into before December 31, 1993. When adopted, the SOP
will require the Plan to report fully benefit responsive investment
contracts at contract value and all other investment contracts at fair
value. The effect of adopting this requirement has not yet been
determined.
8
81
<PAGE>
Schedule
82
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Sealing)
Item 27d - Schedule of Reportable Transactions
Year ended December 31, 1994
<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 $42,356 $43,619 $43,619 $ -
Cooper Tire & Rubber Company
common stock 25,183 204 204 -
Commonwealth Life
Insurance Company -
4.87% annuity contract 5,148
The Investment Company
of America - mutual fund 4,115
The Washington Mutual
Investors Fund -
mutual fund 3,569 484 494 (10)
Principal Mutual Life
Insurance Company -
4.73% annuity contract 1,414
<FN>
Note: The purchase and selling price for each reportable transaction
represents its fair value at the time of acquisition or
disposition.
</TABLE>
9
83
