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, 1995
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 11, 1996). $2,126,430,270
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 11, 1996)
Common Stock, $1 par per share 83,667,472
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 26, 1996 - Part III
EXHIBIT INDEX appears on the following two pages
<PAGE>
INDEX TO FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS
(As amended June 21, 1996 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, 1995, 1994 and 1993
Consolidated Balance Sheets at December 31, 1995 and 1994
Consolidated Statements of Stockholders' Equity for the
years ended December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows for the years
ended December 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
Report of Independent Auditors
SUPPLEMENTARY INFORMATION:
Quarterly Financial Data (Unaudited)
FINANCIAL STATEMENT SCHEDULE:
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 10 and 12 through 17 of the
Company's Proxy Statement dated March 26, 1996.
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
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
(continued)
<PAGE>
(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) 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, 1995 1-16
Financial statements and schedules of the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Texarkana) for the
fiscal year ended December 31, 1995 17-31
Financial statements and schedules of the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Auburn) for the
fiscal year ended December 31, 1995 32-46
Financial statements and schedules of the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Findlay) for the
fiscal year ended December 31, 1995 47-61
Financial statements and schedules of the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (El Dorado) for the
fiscal year ended December 31, 1995 62-76
Financial statements and schedules of the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose)
for the fiscal year ended December 31, 1995 77-91
Financial statements and schedules of the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing)
for the fiscal year ended December 31, 1995 92-106
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, Chief
Executive Officer and Director
(Principal Executive Officer)
J. ALEC REINHARDT, Executive Vice President and Director
(Principal Financial Officer)
JOHN FAHL, Vice President and Director
JULIEN A. FAISANT, Vice President and Corporate Controller
(Principal Accounting Officer)
ARTHUR H. ARONSON, Director
DELMONT A. DAVIS, Director
EDSEL D. DUNFORD, Director
DENNIS J. GORMLEY, Director
IVAN W. GORR, Director
ALLAN H. MELTZER, Director
By /s/ Stan C. Kaiman
--------------------------------
STAN C. KAIMAN, Attorney-in-fact
Date: June 21, 1996
--------------
<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 Pre-Tax
Savings Plan (Texarkana), the Pre-Tax Savings Plan (Auburn), the Pre-Tax
Savings Plan (Findlay), the Pre-Tax Savings Plan (El Dorado), the
Pre-Tax Savings Plan (Bowling Green - Hose) and the Pre-Tax Savings Plan
(Bowling Green - Sealing), respectively, of our reports dated May 17,
1996 with respect to the financial statements and schedules of the
Cooper Tire & Rubber Company Thrift and Profit Sharing Plan, the Cooper
Tire & Rubber Company Pre-Tax Savings Plan (Texarkana), the Cooper Tire
& Rubber Company Pre-Tax Savings Plan (Auburn), the Cooper Tire & Rubber
Company Pre-Tax Savings Plan (Findlay), the Cooper Tire & Rubber Company
Pre-Tax Savings Plan (El Dorado), 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, 1995.
/s/ Ernst & Young LLP
---------------------
ERNST & YOUNG LLP
Toledo, Ohio
June 21, 1996
<PAGE>
EXHIBIT (99)
Cooper Tire & Rubber Company
Thrift and Profit Sharing Plan
Financial Statements and Schedules
Years ended December 31, 1995 and 1994
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 13
Item 27d - Schedule of Reportable Transactions 14
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, 1995 and 1994, 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, 1995 and 1994, 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 conducted 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, 1995 and
reportable transactions for the year then ended, are presented for
purposes of complying with the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974, and are not a required part of the basic
financial statements. The schedules have been subjected to the auditing
procedures applied in our audit of the 1995 financial statements and, in
our opinion, are fairly stated in all material respects in relation to
the 1995 basic financial statements taken as a whole.
May 17, 1996
1
2
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Thrift and Profit Sharing Plan
Statements of Assets Available for Plan Benefits
<CAPTION>
December 31
1995 1994
------------ ------------
<S> <C> <C>
Assets
Investments (Notes 4 and 5):
Value of interest in Pooled Fund $275,740,743 $280,901,591
Cash with interest (Note 2) 8,094,103 8,094,103
Cooper Tire & Rubber Company common stock 4,542,032 3,967,913
----------- -----------
288,376,878 292,963,607
Short-term investment 98,158 320,427
----------- -----------
288,475,036 293,284,034
Cash 2,030,755 -
Employer contribution receivable 3,169,433 2,937,370
----------- -----------
Assets available for plan benefits $293,675,224 $296,221,404
=========== ===========
<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
1995 1994
---------- ----------
<S> <C> <C>
Additions:
Cash contributions:
Participants $ 11,265,606 $ 10,344,408
Employer (gross amount before
reduction for forfeitures) 7,651,176 7,017,370
Less forfeitures arising from withdrawals (70,511) (180,000)
----------- -----------
Net employer contributions 7,580,665 6,837,370
----------- -----------
18,846,271 17,181,778
Investment income (loss):
Net gain (loss) from Pooled Fund (Note 4) 24,367,750 (6,585,997)
Net appreciation (depreciation)
in fair value of investments (Note 5) 105,403 (11,877,884)
Dividends 30,890 1,139,292
Interest 4,160 2,753,156
----------- -----------
24,508,203 (14,571,433)
----------- -----------
Total additions 43,354,474 2,610,345
Participants' withdrawals (45,900,654) (29,969,141)
----------- -----------
Decrease in assets available for
plan benefits during the year (2,546,180) (27,358,796)
Assets available for plan benefits
at beginning of year 296,221,404 323,580,200
----------- -----------
Assets available for plan
benefits at end of year $293,675,224 $296,221,404
=========== ===========
<FN>
See accompanying notes.
</TABLE>
3
4
<PAGE>
Cooper Tire & Rubber Company
Thrift and Profit Sharing Plan
Notes to Financial Statements
December 31, 1995 and 1994
1. Summary of Plan
The Cooper Tire & Rubber Company Thrift and Profit Sharing Plan (Plan),
is a defined contribution plan administered by a Plan Committee
appointed by the plan sponsor, Cooper Tire & Rubber Company (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, 1995, 3,958 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.
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:
(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.
4
5
<PAGE>
1. Summary of Plan (continued)
The Company's Board of Directors, at its discretion, may waive the
limitation in (b) and contribute from current or accumulated earnings an
amount not to exceed the limitation in (a).
The Company's contributions are allocated to each participant's account
in proportion to his or her 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 the age of
59 1/2, becomes totally and permanently disabled, or is able to
demonstrate financial hardship. Partial withdrawals may be made twice
in any calendar year. However, all withdrawals relating to PDQ
contributions are subject to Internal Revenue Service (IRS) regulations.
Investment options for future contributions may be changed daily.
Reallocation of balances may be made among the investment options 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.
No material amounts of withdrawals by participants, initiated on or
before December 31, 1995, were pending.
2. Significant Accounting Policies
Investments
Investments in common stock of Cooper Tire & Rubber Company (Company)
are stated at quoted market values as determined on the last business
day of the Plan year. Short-term investments are stated at cost which
approximates fair value.
5
6
<PAGE>
2. Significant Accounting Policies (continued)
Investments (continued)
Cash with interest at December 31, 1995 and 1994 is 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.
These investments are valued in the financial statements at cost with
interest accrued through July 31, 1994. The Company believes this
approximates the fair value of the investments at this time.
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,
except for fully benefit responsive investment contracts which are
valued at contract value. At December 31, 1995, the contract value of
these contracts approximates fair value.
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.
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).
6
7
<PAGE>
4. Value of Interest in Pooled Fund
<TABLE>
The assets of the Pooled Fund are as follows:
<CAPTION>
December 31, 1995
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>
Armada Government
Portfolio Fund $ 3,336,254 $ 154,498 $ - $1,304,299
Cooper Tire & Rubber
Company Common Stock 207,226,787
Mutual funds:
The Investment Company
of America Fund 6,983,308
The Washington Mutual
Investors Fund 8,429,803
Cash with Interest Fund:
John Hancock Mutual Life
Insurance Company - 8.27%
annuity contract; matures
January 31, 1997 10,450,587
Prudential Life Insurance
Company - 5.48% annuity
contract; matures
July 31, 1996 9,053,865
Sun Life Insurance Company
of Canada (U. S.) - 8.07%
annuity contract; matures
January 31, 1996 7,101,876
New York Life Insurance
Company - 7.65% annuity
contract; 50% of balance
matures January 31, 1999
and remainder matures
July 31, 1999 6,524,348
*Provident Life and Accident
Insurance Company - 6.13%
annuity contract; matures
August 15, 2000 5,958,643
Provident Life and Accident
Insurance Company - 5.55%
annuity contract; matures
January 30, 1998 5,924,419
Commonwealth Life Insurance
Company - 3.66% annuity
contract; 50% of balance
matures January 31, 1996
and remainder matures
July 31, 1998 4,710,320
Principal Mutual Life
Insurance Company - 4.73%
annuity contract; matures
July 31, 1997 4,030,173
(continued)
7
8
<PAGE>
*Caisse Des Depots (CDC)
BRIC - 6.15% annuity
contract; matures
September 25, 2000 3,002,945
*Peoples Security Life
- 6.08% annuity contract;
matures January 18, 2000 2,010,675
United of Omaha Life
Insurance Company-annuity
contract; matures
August 2, 2000 2,005,766
New York Life Insurance
Company - 7.65% annuity
contract; 50% of balance
matures January 31, 1999
and remainder matures
July 31, 1999 1,879,568
----------- ---------- --------- ---------
Total assets $210,563,041 $62,807,683 $6,983,308 $9,734,102
=========== ========== ========= =========
</TABLE>
* Collateralized or synthetic guaranteed investment contract.
<TABLE>
<CAPTION>
December 31, 1994
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
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
(continued)
8
9
<PAGE>
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
----------- ---------- --------- ----------
Total assets $231,626,200 $53,738,397 $3,406,555 $2,124,474
=========== ========== ========= =========
</TABLE>
The value of the Plan's interest in the Pooled Fund is $275,740,743 at
December 31, 1995 and $280,901,591 at December 31, 1994.
The Plan's interest in the Pooled Fund's assets at December 31 is as
follows:
1995 1994
---- ----
Cooper Tire & Rubber Company Common Stock Fund 94.8% 96.4%
Cash with Interest Fund 96.6% 97.3%
The Investment Company of America Fund 87.7% 87.1%
The Washington Mutual Investors Fund 91.9% 84.2%
<TABLE>
The net investment gain (loss) of the Pooled Fund is as follows:
<CAPTION>
Year Ended December 31, 1995
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 $ 71,378 $3,862,115 $ 15,634 $ 14,846
Dividends 2,397,313 554,405 649,061
Net realized and
unrealized gain 15,994,194 645,921 820,148
----------- --------- --------- ---------
Net investment gain $18,462,885 $3,862,115 $1,215,960 $1,484,055
========== ========= ========= =========
</TABLE>
(continued)
9
10
<PAGE>
4. Value of Interest in Pooled Fund (continued)
<TABLE>
<CAPTION>
Five-month period ended December 31, 1994
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 Plan's net investment gain from the Pooled Fund is $24,367,750 for
the year ended December 31, 1995 and a net investment loss of $6,585,997
for the five-month period ended December 31, 1994.
The net investment gain or loss of the Pooled Fund is allocated to each
participating 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) in fair value of the Plan's
investments consisted of the following:
<CAPTION>
Seven-month
Year ended period ended
December 31 July 31
1995 1994
----------- ------------
<S> <C> <C>
Cooper Tire & Rubber Company
common stock $105,403 $(11,711,465)
Mutual funds - (166,419)
------- -----------
$105,403 $(11,877,884)
======= ===========
</TABLE>
(continued)
10
11
<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, 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)
----------- ---------- --------- --------- -----------
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
Additions (deductions):
Contributions:
Participants
Employer (gross amount
before reduction for
forfeitures) 7,651,176 7,651,176
Less forfeitures
arising from
withdrawals (70,511) (70,511)
----------- ---------- --------- --------- -----------
Net employer
contributions 7,580,665 7,580,665
----------- ---------- --------- --------- -----------
(continued)
11
12
<PAGE>
Net appreciation 105,403 105,403
Interest and
dividend income 35,050 35,050
----------- ---------- --------- --------- -----------
Total additions 7,721,118 7,721,118
Transferred to Pooled
Fund (7,025,624) (7,025,624)
Participants'
withdrawals (111,581) (111,581)
----------- ---------- --------- --------- -----------
Balance at
December 31, 1995 $ 7,809,623 $ 8,094,103 $ - $ - $ 15,903,726
=========== ========== ========= ========= ===========
</TABLE>
** Includes employer contributions receivable and short-term investments
designated for investment in common stock of the Company.
12
13
<PAGE>
Schedules
14
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Thrift and Profit Sharing Plan
Employer Identification #34-4297750; Plan #005
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1995
<CAPTION>
Shares, Cost (Plus
Units, or Accrued Fair
Description Face Amount Interest) Value
----------- ----------- ---------- --------
<S> <C> <C> <C>
*Cooper Tire & Rubber
Company common stock 184,448 $4,411,489 $4,542,032
========= =========
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 July 31, 1997 3,094,103 3,094,103 3,094,103
--------- ---------
Total cash with interest $8,094,103 $8,094,103
========= =========
Short-term investment:
*Armada Government Portfolio Fund 98,158 $ 98,158 $ 98,158
========= =========
<FN>
* Party-in-interest
</TABLE>
13
15
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Thrift and Profit Sharing Plan
Employer Identification #34-4297750; Plan #005
Item 27d - Schedule of Reportable Transactions
Year Ended December 31, 1995
<CAPTION>
Sales
-----------------------------
Cost (Plus
Cost of Accrued Gain/
Description of Assets Purchases Proceeds Interest) (Loss)
- ---------------------- --------- -------- --------- --------
<S> <C> <C> <C> <C>
Armada Government
Portfolio Fund $6,087,238 $6,063,981 $6,063,981 $ -
Cooper Tire & Rubber
Company common stock 7,536,770 - - -
<FN>
Note: The purchase and selling price for each reportable transaction
represents its fair value at the time of acquisition or disposition.
</TABLE>
14
16
<PAGE>
EXHIBIT (99)
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
Financial Statements and Schedules
Years ended December 31, 1995 and 1994
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.
17
<PAGE>
Report of Independent Auditors
Pre-Tax Savings Plan Committee
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
We have audited the accompanying statements of assets available for plan
benefits of the Cooper Tire & Rubber Company Pre-Tax Savings Plan
(Texarkana) as of December 31, 1995 and 1994, 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 (Texarkana) at
December 31, 1995 and 1994, 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, 1995 and
reportable transactions for the year then ended, are presented for
purposes of complying with the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974, and are not a required part of the basic
financial statements. The schedules have been subjected to the auditing
procedures applied in our audit of the 1995 financial statements and, in
our opinion, are fairly stated in all material respects in relation to
the 1995 basic financial statements taken as a whole.
May 17, 1996
1
18
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
Statements of Assets Available for Plan Benefits
<CAPTION>
December 31
1995 1994
---------- ----------
<S> <C> <C>
Assets
Investments (Notes 4 and 5):
Value of interest in Pooled Fund $7,954,165 $6,248,338
Cooper Tire & Rubber Company common stock 161,294 -
--------- ---------
8,115,459 6,248,338
Short-term investment 430 -
--------- ---------
8,115,889 6,248,338
Cash 109,279 -
Employer contribution receivable 114,127 274,898
--------- ---------
Assets available for plan benefits $8,339,295 $6,523,236
========= =========
<FN>
See accompanying notes.
</TABLE>
2
19
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
Statements of Changes in Assets Available for Plan Benefits
<CAPTION>
Year ended December 31
1995 1994
---------- ----------
<S> <C> <C>
Additions:
Cash contributions:
Participants $2,158,916 $2,102,439
Employer 270,884 274,898
--------- ---------
2,429,800 2,377,337
Investment income (loss):
Net gain (loss) from Pooled Fund (Note 4) 269,120 (91,066)
Net appreciation (depreciation)
in fair value of investments (Note 5) 4,559 (91,296)
Dividends 318 20,208
Interest 90 27,029
--------- ---------
274,087 (135,125)
--------- ---------
Total additions 2,703,887 2,242,212
Participants' withdrawals (887,828) (500,023)
--------- ---------
Increase in assets available for
plan benefits during the year 1,816,059 1,742,189
Assets available for plan benefits
at beginning of year 6,523,236 4,781,047
--------- ---------
Assets available for plan
benefits at end of year $8,339,295 $6,523,236
========= =========
<FN>
See accompanying notes.
</TABLE>
3
20
<PAGE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
Notes to Financial Statements
December 31, 1995 and 1994
1. Summary of Plan
The Cooper Tire & Rubber Company Pre-Tax Savings Plan (Texarkana)
(Plan), as amended and restated, is a defined contribution plan
administered by a Plan Committee appointed by the plan sponsor, Cooper
Tire & Rubber Company (the Company). Participation in the Plan is
voluntary and any employee of the Company eligible for membership in
Local Union #752, United Steelworkers of America AFL-CIO/CLC (formerly
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, 1995, 844
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.
The Plan provides that Pre-Tax Savings Plan (PSP) contributions may be
made in one percent multiples of a 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.
The Plan provides that, beginning in 1995, 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.
4
21
<PAGE>
1. Summary of Plan (continued)
The Company's Board of Directors, at its discretion, may waive the
limitation in (b) and contribute from current or accumulated earnings an
amount not to exceed the limitation in (a).
Investment options for future contributions may be changed daily.
Reallocation of balances may be made among the investment 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 March 5, 1999. 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.
No material amounts of withdrawals by participants, initiated on or
before December 31, 1995, were pending.
2. Significant Accounting Policies
Investments
Investments in common stock of Cooper Tire & Rubber Company (Company)
are stated at quoted market values as determined on the last business
day of the Plan year. Short-term investments are stated at cost which
approximates 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,
except for fully benefit responsive investment contracts which are
valued at contract value. At December 31, 1995, the contract value of
these contracts approximates fair value.
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.
5
22
<PAGE>
2. Significant Accounting Policies (continued)
Contributions (continued)
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.
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 are as follows:
<CAPTION>
December 31, 1995
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>
Armada Government
Portfolio Fund $ 3,336,254 $ 154,498 $ - $1,304,299
Cooper Tire & Rubber
Company Common Stock 207,226,787
Mutual funds:
The Investment Company
of America Fund 6,983,308
The Washington Mutual
Investors Fund 8,429,803
Cash with Interest Fund:
John Hancock Mutual Life
Insurance Company - 8.27%
annuity contract; matures
January 31, 1997 10,450,587
Prudential Life Insurance
Company - 5.48% annuity
contract; matures
July 31, 1996 9,053,865
Sun Life Insurance Company
of Canada (U. S.) - 8.07%
annuity contract; matures
January 31, 1996 7,101,876
(continued)
6
23
<PAGE>
New York Life Insurance
Company - 7.65% annuity
contract; 50% of balance
matures January 31, 1999
and remainder matures
July 31, 1999 6,524,348
*Provident Life and Accident
Insurance Company - 6.13%
annuity contract; matures
August 15, 2000 5,958,643
Provident Life and Accident
Insurance Company - 5.55%
annuity contract; matures
January 30, 1998 5,924,419
Commonwealth Life Insurance
Company - 3.66% annuity
contract; 50% of balance
matures January 31, 1996
and remainder matures
July 31, 1998 4,710,320
Principal Mutual Life
Insurance Company - 4.73%
annuity contract; matures
July 31, 1997 4,030,173
*Caisse Des Depots (CDC)
BRIC - 6.15% annuity
contract; matures
September 25, 2000 3,002,945
*Peoples Security Life
- 6.08% annuity contract;
matures January 18, 2000 2,010,675
United of Omaha Life
Insurance Company-annuity
contract; matures
August 2, 2000 2,005,766
New York Life Insurance
Company - 7.65% annuity
contract; 50% of balance
matures January 31, 1999
and remainder matures
July 31, 1999 1,879,568
----------- ---------- --------- ---------
Total assets $210,563,041 $62,807,683 $6,983,308 $9,734,102
=========== ========== ========= =========
</TABLE>
* Collateralized or synthetic guaranteed investment contract.
(continued)
7
24
<PAGE>
4. Value of Interest in Pooled Fund (continued)
<TABLE>
<CAPTION>
December 31, 1994
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
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
(continued)
8
25
<PAGE>
4. Value of Interest in Pooled Fund (continued)
Commonwealth Life Insurance
Company - 4.87% annuity
contract; 50% of balance
matures January 31, 1996
and remainder matures
July 31, 1998 4,416,561
----------- ---------- --------- ----------
Total assets $231,626,200 $53,738,397 $3,406,555 $2,124,474
=========== ========== ========= =========
</TABLE>
The value of the Plan's interest in the Pooled Fund is $7,954,165 at
December 31, 1995 and $6,248,338 at December 31, 1994.
The Plan's interest in the Pooled Fund's assets at December 31 is as
follows:
1995 1994
---- ----
Cooper Tire & Rubber Company Common Stock Fund 3.1% 2.3%
Cash with Interest Fund 1.9% 1.6%
The Investment Company of America Fund 1.0% 1.0%
The Washington Mutual Investors Fund 1.7% 2.5%
<TABLE>
The net investment gain (loss) of the Pooled Fund is as follows:
<CAPTION>
Year Ended December 31, 1995
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 $ 71,378 $3,862,115 $ 15,634 $ 14,846
Dividends 2,397,313 554,405 649,061
Net realized and
unrealized gain 15,994,194 645,921 820,148
---------- --------- --------- ---------
Net investment gain $18,462,885 $3,862,115 $1,215,960 $1,484,055
========== ========= ========= =========
</TABLE>
(continued)
9
26
<PAGE>
4. Value of Interest in Pooled Fund (continued)
<TABLE>
<CAPTION>
Five-month period ended December 31, 1994
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 Plan's net investment gain from the Pooled Fund is $269,120 for the
year ended December 31, 1995 and a net investment loss of $91,066 for
the five-month period ended December 31, 1994.
The net investment gain or loss of the Pooled Fund is allocated to each
participating 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
Year ended period ended
December 31 July 31
1995 1994
----------- ------------
<S> <C> <C>
Cooper Tire & Rubber Company
common stock $4,559 $(90,848)
Mutual funds - (448)
----- -------
$4,559 $(91,296)
===== =======
</TABLE>
(continued)
10
27
<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, 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
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>
11
28
<PAGE>
Schedules
29
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
Employer Identification #34-4297750; Plan #012
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1995
<CAPTION>
Shares, Cost (Plus
Units, or Accrued Fair
Description Face Amount Interest) Value
----------- ----------- ---------- --------
<S> <C> <C> <C>
*Cooper Tire & Rubber
Company common stock 6,550 $156,735 $161,294
======= =======
Short-term investment:
*Armada Government Portfolio Fund 430 $ 430 $ 430
======= =======
<FN>
* Party-in-interest
</TABLE>
12
30
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
Employer Identification #34-4297750; Plan #012
Item 27d - Schedule of Reportable Transactions
Year Ended December 31, 1995
<CAPTION>
Sales
-----------------------------
Cost (Plus
Cost of Accrued Gain/
Description of Assets Purchases Proceeds Interest) (Loss)
- ---------------------- --------- -------- --------- --------
<S> <C> <C> <C> <C>
Armada Government
Portfolio Fund $157,165 $156,735 $156,735 $ -
Cooper Tire & Rubber
Company common stock 156,735 - - -
<FN>
Note: The purchase and selling price for each reportable transaction
represents its fair value at the time of acquisition or disposition.
</TABLE>
13
31
<PAGE>
EXHIBIT (99)
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Auburn)
Financial Statements and Schedules
Years ended December 31, 1995 and 1994
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.
32
<PAGE>
Report of Independent Auditors
Pre-Tax Savings Plan Committee
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Auburn)
We have audited the accompanying statements of assets available for plan
benefits of the Cooper Tire & Rubber Company Pre-Tax Savings Plan
(Auburn) as of December 31, 1995 and 1994, 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 (Auburn) at
December 31, 1995 and 1994, 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, 1995 and
reportable transactions for the year then ended, are presented for
purposes of complying with the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974, and are not a required part of the basic
financial statements. The schedules have been subjected to the auditing
procedures applied in our audit of the 1995 financial statements and, in
our opinion, are fairly stated in all material respects in relation to
the 1995 basic financial statements taken as a whole.
May 17, 1996
1
33
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Auburn)
Statements of Assets Available for Plan Benefits
<CAPTION>
December 31
1995 1994
---------- ----------
<S> <C> <C>
Assets
Investments (Notes 4 and 5):
Value of interest in Pooled Fund $696,004 $454,734
Cooper Tire & Rubber Company common stock 22,630 -
------- -------
718,634 454,734
Short-term investment 105 -
------- -------
718,739 454,734
Cash 13,059 -
Employer contribution receivable 15,445 -
------- -------
Assets available for plan benefits $747,243 $454,734
======= =======
<FN>
See accompanying notes.
</TABLE>
2
34
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Auburn)
Statements of Changes in Assets Available for Plan Benefits
<CAPTION>
Year ended December 31
1995 1994
---------- ----------
<S> <C> <C>
Additions:
Cash contributions:
Participants $245,285 $264,102
Employer 37,444 -
------- -------
282,729 264,102
Investment income (loss):
Net gain (loss) from Pooled Fund (Note 4) 42,824 (3,797)
Net appreciation (depreciation)
in fair value of investments (Note 5) 680 (10,148)
Dividends 45 1,643
Interest 11 2,069
------- -------
43,560 (10,233)
------- -------
Total additions 326,289 253,869
Participants' withdrawals (33,780) (46,156)
------- -------
Increase in assets available for
plan benefits during the year 292,509 207,713
Assets available for plan benefits
at beginning of year 454,734 247,021
------- -------
Assets available for plan
benefits at end of year $747,243 $454,734
======= =======
<FN>
See accompanying notes.
</TABLE>
3
35
<PAGE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Auburn)
Notes to Financial Statements
December 31, 1995 and 1994
1. Summary of Plan
The Cooper Tire & Rubber Company Pre-Tax Savings Plan (Auburn) (Plan),
as amended and restated, is a defined contribution plan administered by
a Plan Committee appointed by the plan sponsor, Cooper Tire & Rubber
Company (the Company). Participation in the Plan is voluntary and any
employee of the Company eligible for membership in Local Union #634,
United Steelworkers of America AFL-CIO/CLC (formerly 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, 1995, 188 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.
The Plan provides that Pre-Tax Savings Plan (PSP) contributions may be
made in one percent multiples of a 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.
The Plan provides that, beginning in 1995, 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.
4
36
<PAGE>
1. Summary of Plan (continued)
The Company's Board of Directors, at its discretion, may waive the
limitation in (b) and contribute from current or accumulated earnings an
amount not to exceed the limitation in (a).
Investment options for future contributions may be changed daily.
Reallocation of balances may be made among the investment 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 5, 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.
No material amounts of withdrawals by participants, initiated on or
before December 31, 1995, were pending.
2. Significant Accounting Policies
Investments
Investments in common stock of Cooper Tire & Rubber Company (Company)
are stated at quoted market values as determined on the last business
day of the Plan year. Short-term investments are stated at cost which
approximates 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,
except for fully benefit responsive investment contracts which are
valued at contract value. At December 31, 1995, the contract value of
these contracts approximates fair value.
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.
5
37
<PAGE>
2. Significant Accounting Policies (continued)
Contributions (continued)
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.
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 are as follows:
<CAPTION>
December 31, 1995
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>
Armada Government
Portfolio Fund $ 3,336,254 $ 154,498 $ - $1,304,299
Cooper Tire & Rubber
Company Common Stock 207,226,787
Mutual funds:
The Investment Company
of America Fund 6,983,308
The Washington Mutual
Investors Fund 8,429,803
Cash with Interest Fund:
John Hancock Mutual Life
Insurance Company - 8.27%
annuity contract; matures
January 31, 1997 10,450,587
Prudential Life Insurance
Company - 5.48% annuity
contract; matures
July 31, 1996 9,053,865
Sun Life Insurance Company
of Canada (U. S.) - 8.07%
annuity contract; matures
January 31, 1996 7,101,876
(continued)
6
38
<PAGE>
New York Life Insurance
Company - 7.65% annuity
contract; 50% of balance
matures January 31, 1999
and remainder matures
July 31, 1999 6,524,348
*Provident Life and Accident
Insurance Company - 6.13%
annuity contract; matures
August 15, 2000 5,958,643
Provident Life and Accident
Insurance Company - 5.55%
annuity contract; matures
January 30, 1998 5,924,419
Commonwealth Life Insurance
Company - 3.66% annuity
contract; 50% of balance
matures January 31, 1996
and remainder matures
July 31, 1998 4,710,320
Principal Mutual Life
Insurance Company - 4.73%
annuity contract; matures
July 31, 1997 4,030,173
*Caisse Des Depots (CDC)
BRIC - 6.15% annuity
contract; matures
September 25, 2000 3,002,945
*Peoples Security Life
- 6.08% annuity contract;
matures January 18, 2000 2,010,675
United of Omaha Life
Insurance Company-annuity
contract; matures
August 2, 2000 2,005,766
New York Life Insurance
Company - 7.65% annuity
contract; 50% of balance
matures January 31, 1999
and remainder matures
July 31, 1999 1,879,568
----------- ---------- --------- ---------
Total assets $210,563,041 $62,807,683 $6,983,308 $9,734,102
=========== ========== ========= =========
</TABLE>
* Collateralized or synthetic guaranteed investment contract.
(continued)
7
39
<PAGE>
4. Value of Interest in Pooled Fund (continued)
<TABLE>
<CAPTION>
December 31, 1994
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
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
(continued)
8
40
<PAGE>
4. Value of Interest in Pooled Fund (continued)
Commonwealth Life Insurance
Company - 4.87% annuity
contract; 50% of balance
matures January 31, 1996
and remainder matures
July 31, 1998 4,416,561
----------- ---------- --------- ----------
Total assets $231,626,200 $53,738,397 $3,406,555 $2,124,474
=========== ========== ========= =========
</TABLE>
The value of the Plan's interest in the Pooled Fund is $696,004 at
December 31, 1995 and $454,734 at December 31, 1994.
The Plan's interest in the Pooled Fund's assets at December 31 is as
follows:
1995 1994
---- ----
Cooper Tire & Rubber Company Common Stock Fund 0.2% 0.1%
Cash with Interest Fund 0.2% 0.2%
The Investment Company of America Fund 1.0% 1.3%
The Washington Mutual Investors Fund 0.5% 1.2%
<TABLE>
The net investment gain (loss) of the Pooled Fund is as follows:
<CAPTION>
Year Ended December 31, 1995
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 $ 71,378 $ 3,862,115 $ 15,634 $ 14,846
Dividends 2,397,313 554,405 649,061
Net realized and
unrealized gain 15,994,194 645,921 820,148
---------- ---------- --------- ---------
Net investment gain $18,462,885 $ 3,862,115 $1,215,960 $1,484,055
========== ========== ========= =========
</TABLE>
(continued)
9
41
<PAGE>
4. Value of Interest in Pooled Fund (continued)
<TABLE>
<CAPTION>
Five-month period ended December 31, 1994
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 Plan's net investment gain from the Pooled Fund is $42,824 for the
year ended December 31, 1995 and a net investment loss of $3,797 for the
five-month period ended December 31, 1994.
The net investment gain or loss of the Pooled Fund is allocated to each
participating 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
Year ended period ended
December 31 July 31
1995 1994
----------- ------------
<S> <C> <C>
Cooper Tire & Rubber Company
common stock $680 $ (9,787)
Mutual funds - (361)
--- -------
$680 $(10,148)
=== =======
</TABLE>
(continued)
10
42
<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, 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>
11
43
<PAGE>
Schedules
44
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Auburn)
Employer Identification #34-4297750; Plan #009
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1995
<CAPTION>
Shares, Cost (Plus
Units, or Accrued Fair
Description Face Amount Interest) Value
----------- ----------- ---------- --------
<S> <C> <C> <C>
*Cooper Tire & Rubber
Company common stock 919 $21,950 $22,630
====== ======
Short-term investment:
*Armada Government Portfolio Fund 105 $ 105 $ 105
====== ======
<FN>
* Party-in-interest
</TABLE>
12
45
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Auburn)
Employer Identification #34-4297750; Plan #009
Item 27d - Schedule of Reportable Transactions
Year Ended December 31, 1995
<CAPTION>
Sales
-----------------------------
Cost (Plus
Cost of Accrued Gain/
Description of Assets Purchases Proceeds Interest) (Loss)
- ---------------------- --------- -------- --------- --------
<S> <C> <C> <C> <C>
Armada Government
Portfolio Fund $22,055 $21,950 $21,950 $ -
Cooper Tire & Rubber
Company common stock 21,950 - - -
<FN>
Note: The purchase and selling price for each reportable transaction
represents its fair value at the time of acquisition or disposition.
</TABLE>
13
46
<PAGE>
EXHIBIT (99)
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Findlay)
Financial Statements and Schedules
Years ended December 31, 1995 and 1994
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.
47
<PAGE>
Report of Independent Auditors
Pre-Tax Savings Plan Committee
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Findlay)
We have audited the accompanying statements of assets available for plan
benefits of the Cooper Tire & Rubber Company Pre-Tax Savings Plan
(Findlay) as of December 31, 1995 and 1994, 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 audits
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the assets available for plan benefits
of the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Findlay) at
December 31, 1995 and 1994, 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 conducted 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, 1995 and
reportable transactions for the year then ended, are presented for
purposes of complying with the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974, and are not a required part of the basic
financial statements. The schedules have been subjected to the auditing
procedures applied in our audit of the 1995 financial statements and, in
our opinion, are fairly stated in all material respects in relation to
the 1995 basic financial statements taken as a whole.
May 17, 1996
1
48
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Findlay)
Statements of Assets Available for Plan Benefits
<CAPTION>
December 31
1995 1994
---------- ----------
<S> <C> <C>
Assets
Investments (Notes 4 and 5):
Value of interest in Pooled Fund $4,983,484 $2,862,814
Cooper Tire & Rubber Company common stock 78,899 -
--------- ---------
5,062,383 2,862,814
Short-term investment 569 -
--------- ---------
5,062,952 2,862,814
Cash 84,112 -
Employer contribution receivable 172,716 -
--------- ---------
Assets available for plan benefits $5,319,780 $2,862,814
========= =========
<FN>
See accompanying notes.
</TABLE>
2
49
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Findlay)
Statements of Changes in Assets Available for Plan Benefits
<CAPTION>
Year ended December 31
1995 1994
---------- ----------
<S> <C> <C>
Additions:
Cash contributions:
Participants $2,048,398 $1,517,196
Employer 249,717 -
--------- ---------
2,298,115 1,517,196
Investment income (loss):
Net gain (loss) from Pooled Fund (Note 4) 311,788 (34,744)
Net appreciation (depreciation)
in fair value of investments (Note 5) 2,031 (37,789)
Dividends 156 11,479
Interest 44 3,412
--------- ---------
314,019 (57,642)
--------- ---------
Total additions 2,612,134 1,459,554
Participants' withdrawals (155,168) (34,311)
--------- ---------
Increase in assets available for
plan benefits during the year 2,456,966 1,425,243
Assets available for plan benefits
at beginning of year 2,862,814 1,437,571
--------- ---------
Assets available for plan
benefits at end of year $5,319,780 $2,862,814
========= =========
<FN>
See accompanying notes.
</TABLE>
3
50
<PAGE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Findlay)
Notes to Financial Statements
December 31, 1995 and 1994
1. Summary of Plan
The Cooper Tire & Rubber Company Pre-Tax Savings Plan (Findlay) (Plan),
as amended and restated, is a defined contribution plan administered by
a Plan Committee appointed by the plan sponsor, Cooper Tire & Rubber
Company (the Company). Participation in the Plan is voluntary and any
employee of the Company eligible for membership in Local Union #207,
United Steelworkers of America AFL-CIO/CLC (formerly 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, 1995, 554 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.
The Plan provides that Pre-Tax Savings Plan (PSP) contributions may be
made in one percent multiples of a 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.
The Plan provides that, beginning in 1995, 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.
4
51
<PAGE>
1. Summary of Plan (continued)
The Company's Board of Directors, at its discretion, may waive the
limitation in (b) and contribute from current or accumulated earnings an
amount not to exceed the limitation in (a).
Investment options for future contributions may be changed daily.
Reallocation of balances may be made among the investment 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.
No material amounts of withdrawals by participants, initiated on or
before December 31, 1995, were pending.
2. Significant Accounting Policies
Investments
Investments in common stock of Cooper Tire & Rubber Company (Company)
are stated at quoted market values as determined on the last business
day of the Plan year. Short-term investments are stated at cost which
approximates 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,
except for fully benefit responsive investment contracts which are
valued at contract value. At December 31, 1995, the contract value of
these contracts approximates fair value.
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.
5
52
<PAGE>
2. Significant Accounting Policies (continued)
Contributions (continued)
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.
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 are as follows:
<CAPTION>
December 31, 1995
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>
Armada Government
Portfolio Fund $ 3,336,254 $ 154,498 $ - $1,304,299
Cooper Tire & Rubber
Company Common Stock 207,226,787
Mutual funds:
The Investment Company
of America Fund 6,983,308
The Washington Mutual
Investors Fund 8,429,803
Cash with Interest Fund:
John Hancock Mutual Life
Insurance Company - 8.27%
annuity contract; matures
January 31, 1997 10,450,587
Prudential Life Insurance
Company - 5.48% annuity
contract; matures
July 31, 1996 9,053,865
Sun Life Insurance Company
of Canada (U. S.) - 8.07%
annuity contract; matures
January 31, 1996 7,101,876
(continued)
6
53
<PAGE>
New York Life Insurance
Company - 7.65% annuity
contract; 50% of balance
matures January 31, 1999
and remainder matures
July 31, 1999 6,524,348
*Provident Life and Accident
Insurance Company - 6.13%
annuity contract; matures
August 15, 2000 5,958,643
Provident Life and Accident
Insurance Company - 5.55%
annuity contract; matures
January 30, 1998 5,924,419
Commonwealth Life Insurance
Company - 3.66% annuity
contract; 50% of balance
matures January 31, 1996
and remainder matures
July 31, 1998 4,710,320
Principal Mutual Life
Insurance Company - 4.73%
annuity contract; matures
July 31, 1997 4,030,173
*Caisse Des Depots (CDC)
BRIC - 6.15% annuity
contract; matures
September 25, 2000 3,002,945
*Peoples Security Life
- 6.08% annuity contract;
matures January 18, 2000 2,010,675
United of Omaha Life
Insurance Company-annuity
contract; matures
August 2, 2000 2,005,766
New York Life Insurance
Company - 7.65% annuity
contract; 50% of balance
matures January 31, 1999
and remainder matures
July 31, 1999 1,879,568
----------- ---------- --------- ---------
Total assets $210,563,041 $62,807,683 $6,983,308 $9,734,102
=========== ========== ========= =========
</TABLE>
* Collateralized or synthetic guaranteed investment contract.
(continued)
7
54
<PAGE>
4. Value of Interest in Pooled Fund (continued)
<TABLE>
<CAPTION>
December 31, 1994
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
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
(continued)
8
55
<PAGE>
4. Value of Interest in Pooled Fund (continued)
Commonwealth Life Insurance
Company - 4.87% annuity
contract; 50% of balance
matures January 31, 1996
and remainder matures
July 31, 1998 4,416,561
----------- ---------- --------- ----------
Total assets $231,626,200 $53,738,397 $3,406,555 $2,124,474
=========== ========== ========= =========
</TABLE>
The value of the Plan's interest in the Pooled Fund is $4,983,484 at
December 31, 1995 and $2,862,814 at December 31, 1994.
The Plan's interest in the Pooled Fund's assets at December 31 is as
follows:
1995 1994
---- ----
Cooper Tire & Rubber Company Common Stock Fund 1.6% 0.9%
Cash with Interest Fund 0.9% 0.5%
The Investment Company of America Fund 9.2% 9.9%
The Washington Mutual Investors Fund 5.1% 10.7%
<TABLE>
The net investment gain (loss) of the Pooled Fund is as follows:
<CAPTION>
Year Ended December 31, 1995
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 $ 71,378 $3,862,115 $ 15,634 $ 14,846
Dividends 2,397,313 554,405 649,061
Net realized and
unrealized gain 15,994,194 645,921 820,148
----------- --------- --------- ---------
Net investment gain $18,462,885 $3,862,115 $1,215,960 $1,484,055
========== ========= ========= =========
</TABLE>
(continued)
9
56
<PAGE>
4. Value of Interest in Pooled Fund (continued)
<TABLE>
<CAPTION>
Five-month period ended December 31, 1994
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 Plan's net investment gain from the Pooled Fund is $311,788 for the
year ended December 31, 1995 and a net investment loss of $34,744 for
the five-month period ended December 31, 1994.
The net investment gain or loss of the Pooled Fund is allocated to each
participating 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
Year ended period ended
December 31 July 31
1995 1994
----------- ------------
<S> <C> <C>
Cooper Tire & Rubber Company
common stock $2,031 $(35,054)
Mutual funds - (2,735)
----- -------
$2,031 $(37,789)
===== =======
</TABLE>
(continued)
10
57
<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, 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>
11
58
<PAGE>
Schedules
59
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Findlay)
Employer Identification #34-4297750; Plan #014
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1995
<CAPTION>
Shares, Cost (Plus
Units, or Accrued Fair
Description Face Amount Interest) Value
----------- ----------- ---------- --------
<S> <C> <C> <C>
*Cooper Tire & Rubber
Company common stock 3,204 $76,632 $78,899
====== ======
Short-term investment:
*Armada Government Portfolio Fund 569 $ 569 $ 569
====== ======
<FN>
* Party-in-interest
</TABLE>
12
60
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Findlay)
Employer Identification #34-4297750; Plan #014
Item 27d - Schedule of Reportable Transactions
Year Ended December 31, 1995
<CAPTION>
Sales
-----------------------------
Cost (Plus
Cost of Accrued Gain/
Description of Assets Purchases Proceeds Interest) (Loss)
- ---------------------- --------- -------- --------- --------
<S> <C> <C> <C> <C>
Armada Government
Portfolio Fund $77,201 $76,632 $76,632 $ -
Cooper Tire & Rubber
Company common stock 76,632 - - -
<FN>
Note: The purchase and selling price for each reportable transaction
represents its fair value at the time of acquisition or disposition.
</TABLE>
13
61
<PAGE>
EXHIBIT (99)
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (El Dorado)
Financial Statements and Schedules
Years ended December 31, 1995 and 1994
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.
62
<PAGE>
Report of Independent Auditors
Pre-Tax Savings Plan Committee
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (El Dorado)
We have audited the accompanying statements of assets available for plan
benefits of the Cooper Tire & Rubber Company Pre-Tax Savings Plan (El
Dorado) as of December 31, 1995 and 1994, 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 (El Dorado) at
December 31, 1995 and 1994, 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, 1995 and
reportable transactions for the year then ended, are presented for
purposes of complying with the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974, and are not a required part of the basic
financial statements. The schedules have been subjected to the auditing
procedures applied in our audit of the 1995 financial statements and, in
our opinion, are fairly stated in all material respects in relation to
the 1995 basic financial statements taken as a whole.
May 17, 1996
1
63
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (El Dorado)
Statements of Assets Available for Plan Benefits
<CAPTION>
December 31
1995 1994
---------- ----------
<S> <C> <C>
Assets
Investments (Notes 4 and 5):
Value of interest in Pooled Fund $312,717 $275,544
Cooper Tire & Rubber Company common stock 11,303 -
------- -------
324,020 275,544
Short-term investment 77 -
------- -------
324,097 275,544
Cash 7,949 -
Employer contribution receivable 8,522 -
------- -------
Assets available for plan benefits $340,568 $275,544
======= =======
<FN>
See accompanying notes.
</TABLE>
2
64
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (El Dorado)
Statements of Changes in Assets Available for Plan Benefits
<CAPTION>
Year ended December 31
1995 1994
---------- ----------
<S> <C> <C>
Additions:
Cash contributions:
Participants $124,673 $132,783
Employer 19,534 -
------- -------
144,207 132,783
Investment income (loss):
Net gain (loss) from Pooled Fund (Note 4) 20,793 (382)
Net appreciation (depreciation)
in fair value of investments (Note 5) 340 (4,305)
Dividends 22 572
Interest 6 3,093
------- -------
21,161 (1,022)
------- -------
Total additions 165,368 131,761
Participants' withdrawals (100,344) (27,947)
------- -------
Increase in assets available for
plan benefits during the year 65,024 103,814
Assets available for plan benefits
at beginning of year 275,544 171,730
------- -------
Assets available for plan
benefits at end of year $340,568 $275,544
======= =======
<FN>
See accompanying notes.
</TABLE>
3
65
<PAGE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (El Dorado)
Notes to Financial Statements
December 31, 1995 and 1994
1. Summary of Plan
The Cooper Tire & Rubber Company Pre-Tax Savings Plan (El Dorado)
(Plan), as amended and restated, is a defined contribution plan
administered by a Plan Committee appointed by the plan sponsor, Cooper
Tire & Rubber Company (the Company). Participation in the Plan is
voluntary and any employee of the Company eligible for membership in
Local Union #769, United Steelworkers of America AFL-CIO/CLC (formerly
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, 1995, 115
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.
The Plan provides that Pre-Tax Savings Plan (PSP) contributions may be
made in one percent multiples of a 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.
The Plan provides that, beginning in 1995, 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.
4
66
<PAGE>
1. Summary of Plan (continued)
The Company's Board of Directors, at its discretion, may waive the
limitation in (b) and contribute from current or accumulated earnings an
amount not to exceed the limitation in (a).
Investment options for future contributions may be changed daily.
Reallocation of balances may be made among the investment 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 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.
No material amounts of withdrawals by participants, initiated on or
before December 31, 1995, were pending.
2. Significant Accounting Policies
Investments
Investments in common stock of Cooper Tire & Rubber Company (Company)
are stated at quoted market values as determined on the last business
day of the Plan year. Short-term investments are stated at cost which
approximates 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,
except for fully benefit responsive investment contracts which are
valued at contract value. At December 31, 1995, the contract value of
these contracts approximates fair value.
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.
5
67
<PAGE>
2. Significant Accounting Policies (continued)
Contributions (continued)
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.
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 are as follows:
<CAPTION>
December 31, 1995
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>
Armada Government
Portfolio Fund $ 3,336,254 $ 154,498 $ - $1,304,299
Cooper Tire & Rubber
Company Common Stock 207,226,787
Mutual funds:
The Investment Company
of America Fund 6,983,308
The Washington Mutual
Investors Fund 8,429,803
Cash with Interest Fund:
John Hancock Mutual Life
Insurance Company - 8.27%
annuity contract; matures
January 31, 1997 10,450,587
Prudential Life Insurance
Company - 5.48% annuity
contract; matures
July 31, 1996 9,053,865
Sun Life Insurance Company
of Canada (U. S.) - 8.07%
annuity contract; matures
January 31, 1996 7,101,876
(continued)
6
68
<PAGE>
New York Life Insurance
Company - 7.65% annuity
contract; 50% of balance
matures January 31, 1999
and remainder matures
July 31, 1999 6,524,348
*Provident Life and Accident
Insurance Company - 6.13%
annuity contract; matures
August 15, 2000 5,958,643
Provident Life and Accident
Insurance Company - 5.55%
annuity contract; matures
January 30, 1998 5,924,419
Commonwealth Life Insurance
Company - 3.66% annuity
contract; 50% of balance
matures January 31, 1996
and remainder matures
July 31, 1998 4,710,320
Principal Mutual Life
Insurance Company - 4.73%
annuity contract; matures
July 31, 1997 4,030,173
*Caisse Des Depots (CDC)
BRIC - 6.15% annuity
contract; matures
September 25, 2000 3,002,945
*Peoples Security Life
- 6.08% annuity contract;
matures January 18, 2000 2,010,675
United of Omaha Life
Insurance Company-annuity
contract; matures
August 2, 2000 2,005,766
New York Life Insurance
Company - 7.65% annuity
contract; 50% of balance
matures January 31, 1999
and remainder matures
July 31, 1999 1,879,568
----------- ---------- --------- ---------
Total assets $210,563,041 $62,807,683 $6,983,308 $9,734,102
=========== ========== ========= =========
</TABLE>
* Collateralized or synthetic guaranteed investment contract.
(continued)
7
69
<PAGE>
4. Value of Interest in Pooled Fund (continued)
<TABLE>
<CAPTION>
December 31, 1994
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
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
(continued)
8
70
<PAGE>
4. Value of Interest in Pooled Fund (continued)
Commonwealth Life Insurance
Company - 4.87% annuity
contract; 50% of balance
matures January 31, 1996
and remainder matures
July 31, 1998 4,416,561
----------- ---------- --------- ----------
Total assets $231,626,200 $53,738,397 $3,406,555 $2,124,474
=========== ========== ========= =========
</TABLE>
The value of the Plan's interest in the Pooled Fund is $312,717 at
December 31, 1995 and $275,544 at December 31, 1994.
The Plan's interest in the Pooled Fund's assets at December 31 is as
follows:
1995 1994
---- ----
Cooper Tire & Rubber Company Common Stock Fund 0.1% 0.1%
Cash with Interest Fund 0.2% 0.2%
The Investment Company of America Fund 0.3% 0.2%
The Washington Mutual Investors Fund 0.2% 0.5%
<TABLE>
The net investment gain (loss) of the Pooled Fund is as follows:
<CAPTION>
Year Ended December 31, 1995
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 $ 71,378 $3,862,115 $ 15,634 $ 14,846
Dividends 2,397,313 554,405 649,061
Net realized and
unrealized gain 15,994,194 645,921 820,148
---------- --------- --------- ---------
Net investment gain $18,462,885 $3,862,115 $1,215,960 $1,484,055
========== ========= ========= =========
</TABLE>
(continued)
9
71
<PAGE>
4. Value of Interest in Pooled Fund (continued)
<TABLE>
<CAPTION>
Five-month period ended December 31, 1994
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 Plan's net investment gain from the Pooled Fund is $20,793 for the
year ended December 31, 1995 and a net investment loss of $382 for the
five-month period ended December 31, 1994.
The net investment gain or loss of the Pooled Fund is allocated to each
participating 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
Year ended period ended
December 31 July 31
1995 1994
----------- ------------
<S> <C> <C>
Cooper Tire & Rubber Company
common stock $340 $(4,254)
Mutual funds - (51)
--- ------
$340 $(4,305)
=== ======
</TABLE>
(continued)
10
72
<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, 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
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>
11
73
<PAGE>
Schedules
74
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (El Dorado)
Employer Identification #34-4297750; Plan #013
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1995
<CAPTION>
Shares, Cost (Plus
Units, or Accrued Fair
Description Face Amount Interest) Value
----------- ----------- ---------- --------
<S> <C> <C> <C>
*Cooper Tire & Rubber
Company common stock 459 $10,963 $11,303
====== ======
Short-term investment:
*Armada Government Portfolio Fund 77 $ 77 $ 77
====== ======
<FN>
* Party-in-interest
</TABLE>
12
75
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (El Dorado)
Employer Identification #34-4297750; Plan #013
Item 27d - Schedule of Reportable Transactions
Year Ended December 31, 1995
<CAPTION>
Sales
-----------------------------
Cost (Plus
Cost of Accrued Gain/
Description of Assets Purchases Proceeds Interest) (Loss)
- ---------------------- --------- -------- --------- --------
<S> <C> <C> <C> <C>
Armada Government
Portfolio Fund $11,040 $10,963 $10,963 $ -
Cooper Tire & Rubber
Company common stock 10,963 - - -
<FN>
Note: The purchase and selling price for each reportable transaction
represents its fair value at the time of acquisition or disposition.
</TABLE>
13
76
<PAGE>
EXHIBIT (99)
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Hose)
Financial Statements and Schedules
Years ended December 31, 1995 and 1994
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.
77
<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, 1995 and 1994, 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 (Bowling Green
- - Hose) at December 31, 1995 and 1994, 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, 1995 and
reportable transactions for the year then ended, are presented for
purposes of complying with the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974, and are not a required part of the basic
financial statements. The schedules have been subjected to the auditing
procedures applied in our audit of the 1995 financial statements and, in
our opinion, are fairly stated in all material respects in relation to
the 1995 basic financial statements taken as a whole.
May 17, 1996
1
78
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Hose)
Statements of Assets Available for Plan Benefits
<CAPTION>
December 31
1995 1994
--------- ---------
<S> <C> <C>
Assets
Investments (Notes 4 and 5):
Value of interest in Pooled Fund $238,558 $88,160
Cooper Tire & Rubber Company common stock 14,135 -
------- ------
252,693 88,160
Short-term investment 75 -
------- ------
252,768 88,160
Cash 7,937 -
Employer contribution receivable 15,045 -
------- ------
Assets available for plan benefits $275,750 $88,160
======= ======
<FN>
See accompanying notes.
</TABLE>
2
79
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Hose)
Statements of Changes in Assets Available for Plan Benefits
<CAPTION>
Year ended December 31
1995 1994
---------- ----------
<S> <C> <C>
Additions:
Cash contributions:
Participants $159,282 $81,413
Employer 28,794 -
------- ------
188,076 81,413
Investment income (loss):
Net gain (loss) from Pooled Fund (Note 4) 15,098 (731)
Net appreciation (depreciation)
in fair value of investments (Note 5) 425 (2,535)
Dividends 28 156
Interest 8 120
------- ------
15,559 (2,990)
------- ------
Total additions 203,635 78,423
Participants' withdrawals (16,045) (1,599)
------- ------
Increase in assets available for
plan benefits during the year 187,590 76,824
Assets available for plan benefits
at beginning of year 88,160 11,336
------- ------
Assets available for plan
benefits at end of year $275,750 $88,160
======= ======
<FN>
See accompanying notes.
</TABLE>
3
80
<PAGE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Hose)
Notes to Financial Statements
December 31, 1995 and 1994
1. Summary of Plan
The Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green -
Hose) (Plan), as amended and restated, is a defined contribution plan
administered by a Plan Committee appointed by the plan sponsor, Cooper
Tire & Rubber Company (the Company). Participation in the Plan is
voluntary and any employee of the Company eligible for membership in
Local Union #1152, United Steelworkers of America AFL-CIO/CLC (formerly
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, 1995, 142
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.
The Plan provides that Pre-Tax Savings Plan (PSP) contributions may be
made in one percent multiples of a 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.
The Plan provides that, beginning in 1995, 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.
4
81
<PAGE>
1. Summary of Plan (continued)
The Company's Board of Directors, at its discretion, may waive the
limitation in (b) and contribute from current or accumulated earnings an
amount not to exceed the limitation in (a).
Investment options for future contributions may be changed daily.
Reallocation of balances may be made among the investment 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.
No material amounts of withdrawals by participants, initiated on or
before December 31, 1995, were pending.
2. Significant Accounting Policies
Investments
Investments in common stock of Cooper Tire & Rubber Company (Company)
are stated at quoted market values as determined on the last business
day of the Plan year. Short-term investments are stated at cost which
approximates 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,
except for fully benefit responsive investment contracts which are
valued at contract value. At December 31, 1995, the contract value of
these contracts approximates fair value.
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.
5
82
<PAGE>
2. Significant Accounting Policies (continued)
Contributions (continued)
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.
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 are as follows:
<CAPTION>
December 31, 1995
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>
Armada Government
Portfolio Fund $ 3,336,254 $ 154,498 $ - $1,304,299
Cooper Tire & Rubber
Company Common Stock 207,226,787
Mutual funds:
The Investment Company
of America Fund 6,983,308
The Washington Mutual
Investors Fund 8,429,803
Cash with Interest Fund:
John Hancock Mutual Life
Insurance Company - 8.27%
annuity contract; matures
January 31, 1997 10,450,587
Prudential Life Insurance
Company - 5.48% annuity
contract; matures
July 31, 1996 9,053,865
Sun Life Insurance Company
of Canada (U. S.) - 8.07%
annuity contract; matures
January 31, 1996 7,101,876
(continued)
6
83
<PAGE>
New York Life Insurance
Company - 7.65% annuity
contract; 50% of balance
matures January 31, 1999
and remainder matures
July 31, 1999 6,524,348
*Provident Life and Accident
Insurance Company - 6.13%
annuity contract; matures
August 15, 2000 5,958,643
Provident Life and Accident
Insurance Company - 5.55%
annuity contract; matures
January 30, 1998 5,924,419
Commonwealth Life Insurance
Company - 3.66% annuity
contract; 50% of balance
matures January 31, 1996
and remainder matures
July 31, 1998 4,710,320
Principal Mutual Life
Insurance Company - 4.73%
annuity contract; matures
July 31, 1997 4,030,173
*Caisse Des Depots (CDC)
BRIC - 6.15% annuity
contract; matures
September 25, 2000 3,002,945
*Peoples Security Life
- 6.08% annuity contract;
matures January 18, 2000 2,010,675
United of Omaha Life
Insurance Company-annuity
contract; matures
August 2, 2000 2,005,766
New York Life Insurance
Company - 7.65% annuity
contract; 50% of balance
matures January 31, 1999
and remainder matures
July 31, 1999 1,879,568
----------- ---------- --------- ---------
Total assets $210,563,041 $62,807,683 $6,983,308 $9,734,102
=========== ========== ========= =========
</TABLE>
* Collateralized or synthetic guaranteed investment contract.
(continued)
7
84
<PAGE>
4. Value of Interest in Pooled Fund (continued)
<TABLE>
<CAPTION>
December 31, 1994
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
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
(continued)
8
85
<PAGE>
4. Value of Interest in Pooled Fund (continued)
Commonwealth Life Insurance
Company - 4.87% annuity
contract; 50% of balance
matures January 31, 1996
and remainder matures
July 31, 1998 4,416,561
----------- ---------- --------- ----------
Total assets $231,626,200 $53,738,397 $3,406,555 $2,124,474
=========== ========== ========= =========
</TABLE>
The value of the Plan's interest in the Pooled Fund is $238,558 at
December 31, 1995 and $88,160 at December 31, 1994.
The Plan's interest in the Pooled Fund's assets at December 31 is as
follows:
1995 1994
---- ----
Cooper Tire & Rubber Company Common Stock Fund 0.1% 0.1%
Cash with Interest Fund 0.1% 0.1%
The Investment Company of America Fund 0.5% 0.3%
The Washington Mutual Investors Fund 0.4% 0.7%
<TABLE>
The net investment gain (loss) of the Pooled Fund is as follows:
<CAPTION>
Year Ended December 31, 1995
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 $ 71,378 $3,862,115 $ 15,634 $ 14,846
Dividends 2,397,313 554,405 649,061
Net realized and
unrealized gain 15,994,194 645,921 820,148
---------- --------- --------- ---------
Net investment gain $18,462,885 $3,862,115 $1,215,960 $1,484,055
========== ========= ========= =========
</TABLE>
(continued)
9
86
<PAGE>
4. Value of Interest in Pooled Fund (continued)
<TABLE>
<CAPTION>
Five-month period ended December 31, 1994
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 Plan's net investment gain from the Pooled Fund is $15,098 for the
year ended December 31, 1995 and a net investment loss of $731 for the
five-month period ended December 31, 1994.
The net investment gain or loss of the Pooled Fund is allocated to each
participating 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
Year ended period ended
December 31 July 31
1995 1994
----------- ------------
<S> <C> <C>
Cooper Tire & Rubber Company
common stock $425 $(1,857)
Mutual funds - (678)
--- ------
$425 $(2,535)
=== ======
</TABLE>
(continued)
10
87
<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, 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
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>
11
88
<PAGE>
Schedules
89
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Hose)
Employer Identification #34-4297750; Plan #017
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1995
<CAPTION>
Shares, Cost (Plus
Units, or Accrued Fair
Description Face Amount Interest) Value
----------- ----------- ---------- --------
<S> <C> <C> <C>
*Cooper Tire & Rubber
Company common stock 574 $13,710 $14,135
====== ======
Short-term investment:
*Armada Government Portfolio Fund 75 $ 75 $ 75
====== ======
<FN>
* Party-in-interest
</TABLE>
12
90
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Hose)
Employer Identification #34-4297750; Plan #017
Item 27d - Schedule of Reportable Transactions
Year Ended December 31, 1995
<CAPTION>
Sales
-----------------------------
Cost (Plus
Cost of Accrued Gain/
Description of Assets Purchases Proceeds Interest) (Loss)
- ---------------------- --------- -------- --------- --------
<S> <C> <C> <C> <C>
Armada Government
Portfolio Fund $13,785 $13,710 $13,710 $ -
Cooper Tire & Rubber
Company common stock 13,710 - - -
<FN>
Note: The purchase and selling price for each reportable transaction
represents its fair value at the time of acquisition or disposition.
</TABLE>
13
91
<PAGE>
EXHIBIT (99)
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Sealing)
Financial Statements and Schedules
Years ended December 31, 1995 and 1994
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.
92
<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, 1995 and 1994, 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 (Bowling Green
- - Sealing) at December 31, 1995 and 1994, 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, 1995 and
reportable transactions for the year then ended, are presented for
purposes of complying with the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974, and are not a required part of the basic
financial statements. The schedules have been subjected to the auditing
procedures applied in our audit of the 1995 financial statements and, in
our opinion, are fairly stated in all material respects in relation to
the 1995 basic financial statements taken as a whole.
May 17, 1996
1
93
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Sealing)
Statements of Assets Available for Plan Benefits
<CAPTION>
December 31
1995 1994
---------- ----------
<S> <C> <C>
Assets
Investments (Notes 4 and 5):
Value of interest in Pooled Fund $162,463 $64,446
Cooper Tire & Rubber Company common stock 8,471 -
------- ------
170,934 64,446
Short-term investment 54 -
------- ------
170,988 64,446
Cash 9,935 -
Employer contribution receivable 6,244 -
------- ------
Assets available for plan benefits $187,167 $64,446
======= ======
<FN>
See accompanying notes.
</TABLE>
2
94
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Sealing)
Statements of Changes in Assets Available for Plan Benefits
<CAPTION>
Year ended December 31
1995 1994
---------- ----------
<S> <C> <C>
Additions:
Cash contributions:
Participants $100,162 $55,843
Employer 14,494 -
------- ------
114,656 55,843
Investment income (loss):
Net gain from Pooled Fund (Note 4) 9,030 658
Net appreciation (depreciation)
in fair value of investments (Note 5) 254 (1,110)
Dividends 17 88
Interest 4 152
------- ------
9,305 (212)
------- ------
Total additions 123,961 55,631
Participants' withdrawals (1,240) (1,847)
------- ------
Increase in assets available for
plan benefits during the year 122,721 53,784
Assets available for plan benefits
at beginning of year 64,446 10,662
------- ------
Assets available for plan
benefits at end of year $187,167 $64,446
======= ======
<FN>
See accompanying notes.
</TABLE>
3
95
<PAGE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Sealing)
Notes to Financial Statements
December 31, 1995 and 1994
1. Summary of Plan
The Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green -
Sealing) (Plan), as amended and restated, is a defined contribution plan
administered by a Plan Committee appointed by the plan sponsor, Cooper
Tire & Rubber Company (the Company). Participation in the Plan is
voluntary and any employee of the Company eligible for membership in
Local Union #1042, United Steelworkers of America AFL-CIO/CLC (formerly
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, 1995, 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.
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 a 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.
The Plan provides that, beginning in 1995, 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.
4
96
<PAGE>
1. Summary of Plan (continued)
The Company's Board of Directors, at its discretion, may waive the
limitation in (b) and contribute from current or accumulated earnings an
amount not to exceed the limitation in (a).
Investment options for future contributions may be changed daily.
Reallocation of balances may be made among the investment 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.
No material amounts of withdrawals by participants, initiated on or
before December 31, 1995, were pending.
2. Significant Accounting Policies
Investments
Investments in common stock of Cooper Tire & Rubber Company (Company)
are stated at quoted market values as determined on the last business
day of the Plan year. Short-term investments are stated at cost which
approximates 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,
except for fully benefit responsive investment contracts which are
valued at contract value. At December 31, 1995, the contract value of
these contracts approximates fair value.
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.
5
97
<PAGE>
2. Significant Accounting Policies (continued)
Contributions (continued)
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.
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 are as follows:
<CAPTION>
December 31, 1995
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>
Armada Government
Portfolio Fund $ 3,336,254 $ 154,498 $ - $1,304,299
Cooper Tire & Rubber
Company Common Stock 207,226,787
Mutual funds:
The Investment Company
of America Fund 6,983,308
The Washington Mutual
Investors Fund 8,429,803
Cash with Interest Fund:
John Hancock Mutual Life
Insurance Company - 8.27%
annuity contract; matures
January 31, 1997 10,450,587
Prudential Life Insurance
Company - 5.48% annuity
contract; matures
July 31, 1996 9,053,865
Sun Life Insurance Company
of Canada (U. S.) - 8.07%
annuity contract; matures
January 31, 1996 7,101,876
(continued)
6
98
<PAGE>
New York Life Insurance
Company - 7.65% annuity
contract; 50% of balance
matures January 31, 1999
and remainder matures
July 31, 1999 6,524,348
*Provident Life and Accident
Insurance Company - 6.13%
annuity contract; matures
August 15, 2000 5,958,643
Provident Life and Accident
Insurance Company - 5.55%
annuity contract; matures
January 30, 1998 5,924,419
Commonwealth Life Insurance
Company - 3.66% annuity
contract; 50% of balance
matures January 31, 1996
and remainder matures
July 31, 1998 4,710,320
Principal Mutual Life
Insurance Company - 4.73%
annuity contract; matures
July 31, 1997 4,030,173
*Caisse Des Depots (CDC)
BRIC - 6.15% annuity
contract; matures
September 25, 2000 3,002,945
*Peoples Security Life
- 6.08% annuity contract;
matures January 18, 2000 2,010,675
United of Omaha Life
Insurance Company-annuity
contract; matures
August 2, 2000 2,005,766
New York Life Insurance
Company - 7.65% annuity
contract; 50% of balance
matures January 31, 1999
and remainder matures
July 31, 1999 1,879,568
----------- ---------- --------- ---------
Total assets $210,563,041 $62,807,683 $6,983,308 $9,734,102
=========== ========== ========= =========
</TABLE>
* Collateralized or synthetic guaranteed investment contract.
(continued)
7
99
<PAGE>
4. Value of Interest in Pooled Fund (continued)
<TABLE>
<CAPTION>
December 31, 1994
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
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
(continued)
8
100
<PAGE>
4. Value of Interest in Pooled Fund (continued)
Commonwealth Life Insurance
Company - 4.87% annuity
contract; 50% of balance
matures January 31, 1996
and remainder matures
July 31, 1998 4,416,561
----------- ---------- --------- ----------
Total assets $231,626,200 $53,738,397 $3,406,555 $2,124,474
=========== ========== ========= =========
</TABLE>
The value of the Plan's interest in the Pooled Fund is $162,463 at
December 31, 1995 and $64,446 at December 31, 1994.
The Plan's interest in the Pooled Fund's assets at December 31 is as
follows:
1995 1994
---- ----
Cooper Tire & Rubber Company Common Stock Fund 0.1% 0.1%
Cash with Interest Fund 0.1% 0.1%
The Investment Company of America Fund 0.3% 0.2%
The Washington Mutual Investors Fund 0.2% 0.2%
<TABLE>
The net investment gain (loss) of the Pooled Fund is as follows:
<CAPTION>
Year Ended December 31, 1995
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 $ 71,378 $3,862,115 $ 15,634 $ 14,846
Dividends 2,397,313 554,405 649,061
Net realized and
unrealized gain 15,994,194 645,921 820,148
---------- --------- --------- ---------
Net investment gain $18,462,885 $3,862,115 $1,215,960 $1,484,055
========== ========= ========= =========
</TABLE>
(continued)
9
101
<PAGE>
4. Value of Interest in Pooled Fund (continued)
<TABLE>
<CAPTION>
Five-month period ended December 31, 1994
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 Plan's net investment gain from the Pooled Fund is $9,030 for the
year ended December 31, 1995 and $658 for the five-month period ended
December 31, 1994.
The net investment gain or loss of the Pooled Fund is allocated to each
participating 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
Year ended period ended
December 31 July 31
1995 1994
----------- ------------
<S> <C> <C>
Cooper Tire & Rubber Company
common stock $254 $(1,440)
Mutual funds - 330
--- ------
$254 $(1,110)
=== ======
</TABLE>
(continued)
10
102
<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, 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>
11
103
<PAGE>
Schedules
104
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Sealing)
Employer Identification #34-4297750; Plan #016
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1995
<CAPTION>
Shares, Cost (Plus
Units, or Accrued Fair
Description Face Amount Interest) Value
----------- ----------- ---------- --------
<S> <C> <C> <C>
*Cooper Tire & Rubber
Company common stock 344 $8,217 $8,471
===== =====
Short-term investment:
*Armada Government Portfolio Fund 54 $ 54 $ 54
===== =====
<FN>
* Party-in-interest
</TABLE>
12
105
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Sealing)
Employer Identification #34-4297750; Plan #016
Item 27d - Schedule of Reportable Transactions
Year Ended December 31, 1995
<CAPTION>
Sales
-----------------------------
Cost (Plus
Cost of Accrued Gain/
Description of Assets Purchases Proceeds Interest) (Loss)
- ---------------------- --------- -------- --------- --------
<S> <C> <C> <C> <C>
Armada Government
Portfolio Fund $8,271 $8,217 $8,217 $ -
Cooper Tire & Rubber
Company common stock 8,217 - - -
<FN>
Note: The purchase and selling price for each reportable transaction
represents its fair value at the time of acquisition or disposition.
</TABLE>
13
106
<PAGE>
