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, 1996
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 10, 1997). $1,585,095,440
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 10, 1997)
Common Stock, $1 par per share 79,254,772
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 17, 1997 - Part III
EXHIBIT INDEX appears on the following two pages
<PAGE>
INDEX TO FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS
(As amended June 16, 1997 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, 1996, 1995 and 1994
Consolidated Balance Sheets at December 31, 1996 and 1995
Consolidated Statements of Stockholders' Equity for the
years ended December 31, 1996, 1995 and 1994
Consolidated Statements of Cash Flows for the years
ended December 31, 1996, 1995 and 1994
Notes to Consolidated Financial Statements
Report of Independent Auditors
SUPPLEMENTARY INFORMATION:
Quarterly Financial Data (Unaudited)
FINANCIAL STATEMENT SCHEDULES:
II Valuation and qualifying accounts
EXHIBITS:
(3) Certificate of Incorporation and Bylaws
(i) Certificate of Incorporation, as restated and filed with
the Secretary of State of Delaware on May 17, 1993, is
incorporated herein by reference from Exhibit 3(i) of the
Company's Form 10-Q for the quarter ended June 30, 1993
(ii) Bylaws, as amended May 5, 1987, are incorporated herein
by reference from Exhibit 19 of the Company's Form 10-Q
for the quarter ended June 30, 1987
(4) Rights agreement dated as of May 27, 1988 between the Company
and KeyCorp Shareholder Services, Inc., as Rights Agent, is
incorporated herein by reference from Exhibit 1 to the Company's
Form 8-A dated June 3, 1988.
(10) 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
f) 1996 Stock Option Plan - Form S-8 Registration Statement No.
333-09619 and Appendix to the Company's Proxy Statement dated
March 26, 1996
(12) Computation of Ratio of Earnings to Fixed Charges
(continued)
<PAGE>
(13) Annual report to security holders, Form 10-Q or quarterly
report to security holders
(23) Consent of Independent Auditors
(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, 1996 1-16
Financial statements and schedules of the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Texarkana) for the
fiscal year ended December 31, 1996 17-30
Financial statements and schedules of the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Auburn) for the
fiscal year ended December 31, 1996 31-44
Financial statements and schedules of the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Findlay) for the
fiscal year ended December 31, 1996 45-58
Financial statements and schedules of the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (El Dorado) for the
fiscal year ended December 31, 1996 59-72
Financial statements and schedules of the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose)
for the fiscal year ended December 31, 1996 73-86
Financial statements and schedules of the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing)
for the fiscal year ended December 31, 1996 87-100
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
EILEEN B. WHITE, Corporate Controller
(Principal Accounting Officer)
ARTHUR H. ARONSON, Director
EDSEL D. DUNFORD, Director
DEBORAH M. FRETZ, Director
DENNIS J. GORMLEY, Director
JOHN F. MEIER, Director
ALLAN H. MELTZER, Director
JOHN H. SHUEY, Director
By /s/ Stan C. Kaiman
--------------------------------
STAN C. KAIMAN, Attorney-in-fact
Date: June 16, 1997
--------------
<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 16,
1997 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, 1996.
/s/ Ernst & Young LLP
---------------------
ERNST & YOUNG LLP
Toledo, Ohio
June 16, 1997
<PAGE>
EXHIBIT (99)
Cooper Tire & Rubber Company
Thrift and Profit Sharing Plan
Financial Statements and Schedules
Years ended December 31, 1996 and 1995
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, 1996 and 1995, 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 Thrift and Profit Sharing Plan at
December 31, 1996 and 1995, 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, 1996 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 1996 financial statements and, in
our opinion, are fairly stated in all material respects in relation to
the 1996 basic financial statements taken as a whole.
May 16, 1997
1
2
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Thrift and Profit Sharing Plan
Statements of Assets Available for Plan Benefits
<CAPTION>
December 31
1996 1995
------------ ------------
<S> <C> <C>
Assets
Investments (Notes 4 and 5):
Value of interest in Pooled Fund $231,005,924 $275,740,743
Confederation Fund (Note 2) 8,096,483 8,094,103
Cooper Tire & Rubber Company common stock 4,444,382 4,542,032
Washington Mutual Investors Fund 18,464 -
Investment Company of America 15,987 -
----------- -----------
243,581,240 288,376,878
Short-term investment 223,263 98,158
----------- -----------
243,804,503 288,475,036
Cash 2,990,614 2,030,755
Employer contribution receivable 3,140,072 3,169,433
----------- -----------
Assets available for plan benefits $249,935,189 $293,675,224
=========== ===========
<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
1996 1995
---------- ----------
<S> <C> <C>
Additions:
Cash contributions:
Participants $ 10,850,899 $ 11,265,606
Employer (gross amount before
reduction for forfeitures) 7,820,247 7,651,176
Less forfeitures arising from withdrawals (180,000) (70,511)
----------- -----------
Net employer contributions 7,640,247 7,580,665
----------- -----------
18,491,146 18,846,271
Investment income (loss):
Net gain (loss) from Pooled Fund (Note 4) (25,873,081) 24,367,750
Net appreciation in fair value of
Cooper Tire & Rubber Company
common stock (Note 5) 383,377 105,403
Dividends 68,368 30,890
Interest 7,258 4,160
----------- -----------
(25,414,078) 24,508,203
----------- -----------
Total additions (6,922,932) 43,354,474
Participants' withdrawals (36,817,103) (45,900,654)
----------- -----------
Decrease in assets available for
plan benefits during the year (43,740,035) (2,546,180)
Assets available for plan benefits
at beginning of year 293,675,224 296,221,404
----------- -----------
Assets available for plan
benefits at end of year $249,935,189 $293,675,224
=========== ===========
<FN>
See accompanying notes.
</TABLE>
3
4
<PAGE>
Cooper Tire & Rubber Company
Thrift and Profit Sharing Plan
Notes to Financial Statements
December 31, 1996 and 1995
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, 1996, 4,187 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 placed in investment
contracts with a diversified group of insurance companies, banks,
and other financial institutions. This option may also include
alternative investment contracts which are backed by high quality
fixed income assets. All contracts have specific individual terms
including interest rate and maturity date.
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, subject to Internal Revenue Code (IRC) limits on annual
contributions to the Plan.
- 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). Administrative expenses of
the Plan are paid by the Company.
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 the IRC and regulations thereunder.
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, 1996 or 1995, were pending.
2. Significant Accounting Policies
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of (1) additions and deductions
during the reporting period, and (2) assets and liabilities, as well as
disclosure of contingent assets and liabilities, at the date of the
financial statements. Actual results could differ from those estimates.
5
<PAGE> 6
2. Significant Accounting Policies (continued)
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. PDQ 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.
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.
The Confederation Fund at December 31, 1996 and 1995 is invested in annuity
contracts with Confederation Life Insurance Company of Canada
(Confederation Life). 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 froze the assets of the insurance company. 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 December 31, 1996 and 1995.
The Plan of Rehabilitation for Confederation Life became final on November
13, 1996. On March 12, 1997, the Company was notified the Rehabilitator
had determined a fair value of the Confederation Life contracts held by the
Thrift Plan was equal to 109.26% of the August, 1994 contract value. This
adjustment was made by the Trustee effective March 31, 1997. On or about
June 2, 1997, the total value of the Confederation Life account will be
unfrozen and rolled into the Cash with Interest Fund.
Certain investments of the Plan are 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, 1996 and 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.
Forfeitures
Forfeitures occur when an employee elects a withdrawal from current year
or unvested contributions or is terminated, voluntarily or
involuntarily, before being fully vested. Forfeitures are used to
reduce the Company obligation.
6
<PAGE> 7
3. Income Tax Status
The Internal Revenue Service issued a determination letter dated
September 9, 1996 advising that the Plan, as amended, meets the
requirements of Section 401(a) of the IRC 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 Cooper Tire & Rubber Company Pooled Fund are as
follows:
<CAPTION>
December 31, 1996
-------------------------------------------------
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 $ 3,920,716 $ 2,549,491 $ 131,992 $ 77,455
Cooper Tire & Rubber
Company Common Stock 154,672,046
Mutual funds:
The Investment Company
of America Fund 11,216,964
The Washington Mutual
Investors Fund 16,458,231
Cash with Interest Fund:
New York Life Insurance
Company - 7.65% annuity
contract; matures
January 4, 2000 6,979,869
John Hancock Mutual Life
Insurance Company - 8.27%
annuity contract; matures
October 31, 1997 6,754,591
Provident Life and Accident
Insurance Company - 5.55%
annuity contract; matures
January 30, 1998 6,235,476
* Provident Life and Accident
Insurance Company - 6.17%
annuity contract; matures
August 15, 2000 4,973,573
Principal Mutual Life Insurance
Insurance Company - 4.73%
annuity contract; matures
July 31, 1997 4,211,797
* Allstate Life Insurance
Company - 5.43% annuity
contract; matures
February 18, 2002 3,124,695
(continued)
7
8
<PAGE>
* Allmerica Financial Life
Insurance Company - 6.69%
contract, matures
November 15, 2004 3,054,620
* Caisse Des Depots (CDC) BRIC -
6.15% annuity contract;
matures September 25, 2000 2,987,598
* John Hancock Mutual Life
Insurance Company - 6.35%
annuity contract; matures
May 1, 2007 2,500,000
Commonwealth Life Insurance
Company - 3.66% annuity
contract; matures
August 1, 1998 2,449,214
* Peoples Security Life -
5.29% annuity contract
BDA-00217TR-3; matures
December 17, 2001 2,401,106
* Caisse Des Depots (CDC) BRIC -
5.80% annuity contract;
matures May 31, 2000 2,260,633
New York Life Insurance
Company - 7.65% annuity
contract; matures
July 31, 1998 2,010,797
* Peoples Security Life -
6.08% annuity contract
BDA-00217TR-1; matures
December 15, 1999 1,998,773
* Peoples Security Life -
5.36% annuity contract
BDA-00217TR-2; matures
September 15, 1998 1,998,062
United of Omaha Life
Insurance Company -
variable rate annuity
contract; matures
August 2, 2000 1,995,680
* Peoples Security Life -
5.41% annuity contract
BDA-00217TR-4; matures
December 15, 1999 1,671,599
* Peoples Security Life -
6.17% annuity contract
BDA-00217TR-5; matures
August 15, 2001 1,498,125
----------- ---------- ---------- ----------
Total assets $158,592,762 $61,655,699 $11,348,956 $16,535,686
=========== ========== ========== ==========
</TABLE>
(continued)
8
9
<PAGE>
<TABLE>
<CAPTION>
December 31, 1995
-------------------------------------------------
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
October 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; matures
January 4, 2000 6,524,348
*Provident Life and Accident
Insurance Company - 6.17%
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 December 15, 1999 2,010,675
(continued) 9
10
<PAGE>
United of Omaha Life
Insurance Company -
variable rate annuity
contract; matures
August 2, 2000 2,005,766
New York Life Insurance
Company - 7.65% annuity
contract; matures
July 31, 1998 1,879,568
----------- ---------- --------- ---------
Total assets $210,563,041 $62,807,683 $6,983,308 $9,734,102
=========== ========== ========= =========
<FN>
* Collateralized or synthetic guaranteed investment contract.
</TABLE>
The average yield of the Cash with Interest Fund for the years ended
December 31, 1996 and 1995 was 6.3% and 6.8%, respectively.
The value of the Plan's interest in the Pooled Fund is $231,005,924 at
December 31, 1996 and $275,740,743 at December 31, 1995.
The Plan's interest in the Pooled Fund's assets at December 31 is as
follows:
1996 1995
---- ----
Cooper Tire & Rubber Company Common Stock Fund 93.1% 94.8%
Cash with Interest Fund 95.6% 96.6%
The Investment Company of America Fund 84.6% 87.7%
The Washington Mutual Investors Fund 89.9% 91.9%
<TABLE>
The net investment gain (loss) of the Cooper Tire & Rubber Company
Pooled Fund is as follows:
<CAPTION>
Year Ended December 31, 1996
-------------------------------------------------
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 $ 107,783 $3,754,969 $ 21,998 $ 22,910
Dividends 2,492,409 672,816 1,182,597
Net realized and
unrealized gain(loss) (38,694,302) 1,167,742 1,802,447
----------- --------- --------- ---------
Net investment gain(loss) $(36,094,110) $3,754,969 $1,862,556 $3,007,954
========== ========= ========= =========
</TABLE>
(continued)
10
11
<PAGE>
<TABLE>
<CAPTION>
Year ended December 31, 1995
-------------------------------------------------
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>
The Plan's net investment loss from the Pooled Fund is $25,873,081 for
the year ended December 31, 1996 and a net investment gain of
$24,367,750 for the year ended December 31, 1995.
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. Investment Options
<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
January 1, 1995 $ 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
----------- ---------- --------- --------- -----------
Net appreciation 105,403 105,403
Interest and
dividend income 35,050 35,050
----------- ---------- --------- --------- -----------
Total additions 7,721,118 7,721,118
(continued) 11
12
<PAGE>
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
Additions (deductions):
Contributions:
Participants
Employer (gross amount
before reduction for
forfeitures) 7,820,247 7,820,247
Less forfeitures
arising from
withdrawals (180,000) (180,000)
----------- ---------- --------- --------- -----------
Net employer
contributions 7,640,247 7,640,247
----------- ---------- --------- --------- -----------
Net appreciation 383,377 383,377
Interest and
dividend income 73,246 2,380 - - 75,626
Transferred from
Pooled Fund for
distribution - - 15,987 18,464 34,451
----------- ---------- --------- --------- -----------
Total additions 8,096,870 2,380 15,987 18,464 8,133,701
Transferred to
Pooled Fund (7,683,533) - - - (7,683,533)
Participant
withdrawals (213,633) - - - (213,633)
----------- ---------- --------- --------- -----------
Balance at
December 31, 1996 $ 8,009,327 $ 8,096,483 $ 15,987 $ 18,464 $ 16,140,261
=========== ========== ========= ========= ===========
<FN>
**Includes employer contribution receivable and short-term investments
designated for investment in common stock of the Company.
</TABLE>
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, 1996
<CAPTION>
Shares, Cost (Plus
Units, or Accrued Fair
Description Face Amount Interest) Value
----------- ----------- ---------- --------
<S> <C> <C> <C>
*Cooper Tire & Rubber
Company common stock 225,032 $4,646,337 $4,444,382
Washington Mutal Investors Fund 752 16,296 18,464
Investment Company of America 660 14,050 15,987
--------- ---------
$4,676,683 $4,478,833
========= =========
Confederation Fund:
Confederation Life Insurance
Company - 6.06% annuity
contract; matures July 31, 1997 5,000,000 $5,000,000 $5,000,000
Confederation Life Insurance
Company - 6.19% annuity
contract; matures
January 31, 1998 3,033,286 3,033,286 3,033,286
Short-term investment:
*Armada Government Portfolio Fund 63,197 63,197 63,197
--------- ---------
Total Confederation Fund $8,096,483 $8,096,483
========= =========
Short-term investment:
*Armada Government Portfolio Fund 223,263 $ 223,263 $ 223,263
========= =========
<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, 1996
<CAPTION>
Sales
-----------------------------
Cost (Plus
Cost of Accrued Gain/
Description of Assets Purchases Proceeds Interest) (Loss)
- ---------------------- --------- -------- --------- --------
<S> <C> <C> <C> <C>
Armada Government
Portfolio Fund $7,699,027 $7,689,260 $7,689,260 $ -
Cooper Tire & Rubber
Company common stock 7,701,212 - - -
<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, 1996 and 1995
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, 1996 and 1995, 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 (Texarkana) at
December 31, 1996 and 1995, 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, 1996 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 1996 financial statements and, in
our opinion, are fairly stated in all material respects in relation to
the 1996 basic financial statements taken as a whole.
May 16, 1997
1
18
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
Statements of Assets Available for Plan Benefits
<CAPTION>
December 31
1996 1995
---------- ----------
<S> <C> <C>
Assets
Investments:
Value of interest in Pooled Fund (Note 4) $8,261,977 $7,954,165
Cooper Tire & Rubber Company common stock 148,622 161,294
--------- ---------
8,410,599 8,115,459
Short-term investment 1,434 430
--------- ---------
8,412,033 8,115,889
Cash 95,515 109,279
Employer contribution receivable 112,596 114,127
--------- ---------
Assets available for plan benefits $8,620,144 $8,339,295
========= =========
<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
1996 1995
---------- ----------
<S> <C> <C>
Additions:
Cash contributions:
Participants $1,907,977 $2,158,916
Employer 264,020 270,884
--------- ---------
2,171,997 2,429,800
Investment income (loss):
Net gain (loss) from Pooled Fund (Note 4) (1,110,919) 269,120
Net appreciation in fair value of
Cooper Tire & Rubber Company
common stock 18,432 4,559
Dividends 1,271 318
Interest 210 90
--------- ---------
(1,091,006) 274,087
--------- ---------
Total additions 1,080,991 2,703,887
Participants' withdrawals (800,142) (887,828)
--------- ---------
Increase in assets available for
plan benefits during the year 280,849 1,816,059
Assets available for plan benefits
at beginning of year 8,339,295 6,523,236
--------- ---------
Assets available for plan
benefits at end of year $8,620,144 $8,339,295
========= =========
<FN>
See accompanying notes.
</TABLE>
3
20
<PAGE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
Notes to Financial Statements
December 31, 1996 and 1995
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 (Union) is
eligible to participate in the Plan if he or she has completed thirty
days of continuous credited service. At December 31, 1996, 860
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 placed in investment
contracts with a diversified group of insurance companies, banks,
and other financial institutions. This option may also include
alternative investment contracts which are backed by high quality
fixed income assets. All contracts have specific individual terms
including interest rate and maturity date.
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 Code (IRC) limits on annual
contributions to the Plan. The amount of contribution may be changed
every thirty days.
The Plan provides that, beginning in 1994, 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). Administrative expenses of
the Plan are paid by the Company.
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 the IRC and regulations thereunder. 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 IRC 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, 1996 or 1995, were pending.
2. Significant Accounting Policies
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of (1) additions and deductions
during the reporting period, and (2) assets and liabilities, as well as
disclosure of contingent assets and liabilities, at the date of the
financial statements. Actual results could differ from those estimates.
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.
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.
Certain investments of the Plan are 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, 1996 and 1995, the contract value of
these contracts approximates fair value.
5
<PAGE> 22
2. Significant Accounting Policies (continued)
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.
Forfeitures
Forfeitures occur when an employee elects a withdrawal from current year
or unvested contributions or is terminated, voluntarily or
involuntarily, before being fully vested. Forfeitures are used to
reduce the Company obligation.
3. Income Tax Status
The Internal Revenue Service issued a determination letter dated
September 9, 1996 advising that the Plan meets the requirements of
Section 401(a) of the IRC 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 Cooper Tire & Rubber Company Pooled Fund are as
follows:
<CAPTION>
December 31, 1996
-------------------------------------------------
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 $ 3,920,716 $ 2,549,491 $ 131,992 $ 77,455
Cooper Tire & Rubber
Company Common Stock 154,672,046
Mutual funds:
The Investment Company
of America Fund 11,216,964
The Washington Mutual
Investors Fund 16,458,231
(continued)
6
23
<PAGE>
Cash with Interest Fund:
New York Life Insurance
Company - 7.65% annuity
contract; matures
January 4, 2000 6,979,869
John Hancock Mutual Life
Insurance Company - 8.27%
annuity contract; matures
October 31, 1997 6,754,591
Provident Life and Accident
Insurance Company - 5.55%
annuity contract; matures
January 30, 1998 6,235,476
* Provident Life and Accident
Insurance Company - 6.17%
annuity contract; matures
August 15, 2000 4,973,573
Principal Mutual Life Insurance
Insurance Company - 4.73%
annuity contract; matures
July 31, 1997 4,211,797
* Allstate Life Insurance
Company - 5.43% annuity
contract; matures
February 18, 2002 3,124,695
* Allmerica Financial Life
Insurance Company - 6.69%
contract, matures
November 15, 2004 3,054,620
* Caisse Des Depots (CDC) BRIC -
6.15% annuity contract;
matures September 25, 2000 2,987,598
* John Hancock Mutual Life
Insurance Company - 6.35%
annuity contract; matures
May 1, 2007 2,500,000
Commonwealth Life Insurance
Company - 3.66% annuity
contract; matures
August 1, 1998 2,449,214
* Peoples Security Life -
5.29% annuity contract
BDA-00217TR-3; matures
December 17, 2001 2,401,106
* Caisse Des Depots (CDC) BRIC -
5.80% annuity contract;
matures May 31, 2000 2,260,633
New York Life Insurance
Company - 7.65% annuity
contract; matures
July 31, 1998 2,010,797
* Peoples Security Life -
6.08% annuity contract
BDA-00217TR-1; matures
December 15, 1999 1,998,773
* Peoples Security Life -
5.36% annuity contract
BDA-00217TR-2; matures
September 15, 1998 1,998,062
(continued)
7
24
<PAGE>
United of Omaha Life
Insurance Company -
variable rate annuity
contract; matures
August 2, 2000 1,995,680
* Peoples Security Life -
5.41% annuity contract
BDA-00217TR-4; matures
December 15, 1999 1,671,599
* Peoples Security Life -
6.17% annuity contract
BDA-00217TR-5; matures
August 15, 2001 1,498,125
----------- ---------- ---------- ----------
Total assets $158,592,762 $61,655,699 $11,348,956 $16,535,686
=========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1995
-------------------------------------------------
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
October 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; matures
January 4, 2000 6,524,348
*Provident Life and Accident
Insurance Company - 6.17%
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
(continued) 8
25
<PAGE>
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 December 15, 1999 2,010,675
United of Omaha Life
Insurance Company -
variable rate annuity
contract; matures
August 2, 2000 2,005,766
New York Life Insurance
Company - 7.65% annuity
contract; matures
July 31, 1998 1,879,568
----------- ---------- --------- ---------
Total assets $210,563,041 $62,807,683 $6,983,308 $9,734,102
=========== ========== ========= =========
<FN>
* Collateralized or synthetic guaranteed investment contract.
</TABLE>
The average yield of the Cash with Interest Fund for the years ended
December 31, 1996 and 1995 was 6.3% and 6.8%, respectively.
The value of the Plan's interest in the Pooled Fund is $8,261,977 at
December 31, 1996 and $7,954,165 at December 31, 1995.
The Plan's interest in the Pooled Fund's assets at December 31 is as
follows:
1996 1995
---- ----
Cooper Tire & Rubber Company Common Stock Fund 3.8% 3.1%
Cash with Interest Fund 2.3% 1.9%
The Investment Company of America Fund 3.1% 1.0%
The Washington Mutual Investors Fund 2.9% 1.7%
(continued)
9
26
<PAGE>
<TABLE>
The net investment gain (loss) of the Cooper Tire & Rubber Company
Pooled Fund is as follows:
<CAPTION>
Year Ended December 31, 1996
-------------------------------------------------
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 $ 107,783 $3,754,969 $ 21,998 $ 22,910
Dividends 2,492,409 672,816 1,182,597
Net realized and
unrealized gain(loss) (38,694,302) 1,167,742 1,802,447
----------- --------- --------- ---------
Net investment gain(loss) $(36,094,110) $3,754,969 $1,862,556 $3,007,954
========== ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
Year ended December 31, 1995
-------------------------------------------------
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>
The Plan's net investment loss from the Pooled Fund is $1,110,919 for
the year ended December 31, 1996 and a net investment gain of $269,120
for the year ended December 31, 1995.
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.
10
27
<PAGE>
Schedules
28
<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, 1996
<CAPTION>
Shares, Cost (Plus
Units, or Accrued Fair
Description Face Amount Interest) Value
----------- ----------- ---------- --------
<S> <C> <C> <C>
*Cooper Tire & Rubber
Company common stock 7,525 $152,550 $148,622
======= =======
Short-term investment:
*Armada Government Portfolio Fund 1,435 $ 1,434 $ 1,434
======= =======
<FN>
* Party-in-interest
</TABLE>
11
29
<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, 1996
<CAPTION>
Sales
-----------------------------
Cost (Plus
Cost of Accrued Gain/
Description of Assets Purchases Proceeds Interest) (Loss)
- ---------------------- --------- -------- --------- --------
<S> <C> <C> <C> <C>
Armada Government
Portfolio Fund $266,445 $265,441 $265,441 $ -
Cooper Tire & Rubber
Company common stock 265,859 - - -
<FN>
Note: The purchase and selling price for each reportable transaction
represents its fair value at the time of acquisition or disposition.
</TABLE>
12
30
<PAGE>
EXHIBIT (99)
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Auburn)
Financial Statements and Schedules
Years ended December 31, 1996 and 1995
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.
31
<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, 1996 and 1995, 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 (Auburn) at
December 31, 1996 and 1995, 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, 1996 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 1996 financial statements and, in
our opinion, are fairly stated in all material respects in relation to
the 1996 basic financial statements taken as a whole.
May 16, 1997
1
32
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Auburn)
Statements of Assets Available for Plan Benefits
<CAPTION>
December 31
1996 1995
---------- ----------
<S> <C> <C>
Assets
Investments:
Value of interest in Pooled Fund (Note 4) $849,375 $696,004
Cooper Tire & Rubber Company common stock 28,218 22,630
------- -------
877,593 718,634
Short-term investment 732 105
------- -------
878,325 718,739
Cash 14,533 13,059
Employer contribution receivable 17,804 15,445
------- -------
Assets available for plan benefits $910,662 $747,243
======= =======
<FN>
See accompanying notes.
</TABLE>
2
33
<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
1996 1995
---------- ----------
<S> <C> <C>
Additions:
Cash contributions:
Participants $258,687 $245,285
Employer 46,975 37,444
------- -------
305,662 282,729
Investment income (loss):
Net gain (loss) from Pooled Fund (Note 4) (60,566) 42,824
Net appreciation in fair value of
Cooper Tire & Rubber Company
common stock 2,504 680
Dividends 198 45
Interest 30 11
------- -------
(57,834) 43,560
------- -------
Total additions 247,828 326,289
Participants' withdrawals (84,409) (33,780)
------- -------
Increase in assets available for
plan benefits during the year 163,419 292,509
Assets available for plan benefits
at beginning of year 747,243 454,734
------- -------
Assets available for plan
benefits at end of year $910,662 $747,243
======= =======
<FN>
See accompanying notes.
</TABLE>
3
34
<PAGE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Auburn)
Notes to Financial Statements
December 31, 1996 and 1995
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 (Union) is eligible to
participate in the Plan if he or she has completed thirty days of
continuous credited service. At December 31, 1996, 205 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 placed in investment
contracts with a diversified group of insurance companies, banks,
and other financial institutions. This option may also include
alternative investment contracts which are backed by high quality
fixed income assets. All contracts have specific individual terms
including interest rate and maturity date.
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 Code (IRC) 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
35
<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). Administrative expenses of
the Plan are paid by the Company.
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 the IRC and regulations thereunder. 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 IRC 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, 1996 or 1995, were pending.
2. Significant Accounting Policies
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of (1) additions and deductions
during the reporting period, and (2) assets and liabilities, as well as
disclosure of contingent assets and liabilities, at the date of the
financial statements. Actual results could differ from those estimates.
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.
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.
Certain investments of the Plan are 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, 1996 and 1995, the contract value of
these contracts approximates fair value.
5
<PAGE> 36
2. Significant Accounting Policies (continued)
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.
Forfeitures
Forfeitures occur when an employee elects a withdrawal from current year
or unvested contributions or is terminated, voluntarily or
involuntarily, before being fully vested. Forfeitures are used to
reduce the Company obligation.
3. Income Tax Status
The Internal Revenue Service issued a determination letter dated
September 9, 1996 advising that the Plan meets the requirements of
Section 401(a) of the IRC 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 Cooper Tire & Rubber Company Pooled Fund are as
follows:
<CAPTION>
December 31, 1996
-------------------------------------------------
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 $ 3,920,716 $ 2,549,491 $ 131,992 $ 77,455
Cooper Tire & Rubber
Company Common Stock 154,672,046
Mutual funds:
The Investment Company
of America Fund 11,216,964
The Washington Mutual
Investors Fund 16,458,231
(continued)
6
37
<PAGE>
Cash with Interest Fund:
New York Life Insurance
Company - 7.65% annuity
contract; matures
January 4, 2000 6,979,869
John Hancock Mutual Life
Insurance Company - 8.27%
annuity contract; matures
October 31, 1997 6,754,591
Provident Life and Accident
Insurance Company - 5.55%
annuity contract; matures
January 30, 1998 6,235,476
* Provident Life and Accident
Insurance Company - 6.17%
annuity contract; matures
August 15, 2000 4,973,573
Principal Mutual Life Insurance
Insurance Company - 4.73%
annuity contract; matures
July 31, 1997 4,211,797
* Allstate Life Insurance
Company - 5.43% annuity
contract; matures
February 18, 2002 3,124,695
* Allmerica Financial Life
Insurance Company - 6.69%
contract, matures
November 15, 2004 3,054,620
* Caisse Des Depots (CDC) BRIC -
6.15% annuity contract;
matures September 25, 2000 2,987,598
* John Hancock Mutual Life
Insurance Company - 6.35%
annuity contract; matures
May 1, 2007 2,500,000
Commonwealth Life Insurance
Company - 3.66% annuity
contract; matures
August 1, 1998 2,449,214
* Peoples Security Life -
5.29% annuity contract
BDA-00217TR-3; matures
December 17, 2001 2,401,106
* Caisse Des Depots (CDC) BRIC -
5.80% annuity contract;
matures May 31, 2000 2,260,633
New York Life Insurance
Company - 7.65% annuity
contract; matures
July 31, 1998 2,010,797
* Peoples Security Life -
6.08% annuity contract
BDA-00217TR-1; matures
December 15, 1999 1,998,773
* Peoples Security Life -
5.36% annuity contract
BDA-00217TR-2; matures
September 15, 1998 1,998,062
(continued)
7
38
<PAGE>
United of Omaha Life
Insurance Company -
variable rate annuity
contract; matures
August 2, 2000 1,995,680
* Peoples Security Life -
5.41% annuity contract
BDA-00217TR-4; matures
December 15, 1999 1,671,599
* Peoples Security Life -
6.17% annuity contract
BDA-00217TR-5; matures
August 15, 2001 1,498,125
----------- ---------- ---------- ----------
Total assets $158,592,762 $61,655,699 $11,348,956 $16,535,686
=========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1995
-------------------------------------------------
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
October 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; matures
January 4, 2000 6,524,348
*Provident Life and Accident
Insurance Company - 6.17%
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
(continued) 8
39
<PAGE>
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 December 15, 1999 2,010,675
United of Omaha Life
Insurance Company -
variable rate annuity
contract; matures
August 2, 2000 2,005,766
New York Life Insurance
Company - 7.65% annuity
contract; matures
July 31, 1998 1,879,568
----------- ---------- --------- ---------
Total assets $210,563,041 $62,807,683 $6,983,308 $9,734,102
=========== ========== ========= =========
<FN>
* Collateralized or synthetic guaranteed investment contract.
</TABLE>
The average yield of the Cash with Interest Fund for the years ended
December 31, 1996 and 1995 was 6.3% and 6.8%, respectively.
The value of the Plan's interest in the Pooled Fund is $849,375 at
December 31, 1996 and $696,004 at December 31, 1995.
The Plan's interest in the Pooled Fund's assets at December 31 is as
follows:
1996 1995
---- ----
Cooper Tire & Rubber Company Common Stock Fund 0.3% 0.2%
Cash with Interest Fund 0.3% 0.2%
The Investment Company of America Fund 1.0% 1.0%
The Washington Mutual Investors Fund 0.4% 0.5%
(continued)
9
40
<PAGE>
<TABLE>
The net investment gain (loss) of the Cooper Tire & Rubber Company
Pooled Fund is as follows:
<CAPTION>
Year Ended December 31, 1996
-------------------------------------------------
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 $ 107,783 $3,754,969 $ 21,998 $ 22,910
Dividends 2,492,409 672,816 1,182,597
Net realized and
unrealized gain(loss) (38,694,302) 1,167,742 1,802,447
----------- --------- --------- ---------
Net investment gain(loss) $(36,094,110) $3,754,969 $1,862,556 $3,007,954
========== ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
Year ended December 31, 1995
-------------------------------------------------
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>
The Plan's net investment loss from the Pooled Fund is $60,566 for the
year ended December 31, 1996 and a net investment gain of $42,824 for
the year ended December 31, 1995.
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.
10
41
<PAGE>
Schedules
42
<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, 1996
<CAPTION>
Shares, Cost (Plus
Units, or Accrued Fair
Description Face Amount Interest) Value
----------- ----------- ---------- --------
<S> <C> <C> <C>
*Cooper Tire & Rubber
Company common stock 1,428 $28,657 $28,218
====== ======
Short-term investment:
*Armada Government Portfolio Fund 732 $ 732 $ 732
====== ======
<FN>
* Party-in-interest
</TABLE>
11
43
<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, 1996
<CAPTION>
Sales
-----------------------------
Cost (Plus
Cost of Accrued Gain/
Description of Assets Purchases Proceeds Interest) (Loss)
- ---------------------- --------- -------- --------- --------
<S> <C> <C> <C> <C>
Armada Government
Portfolio Fund $45,249 $44,623 $44,623 $ -
Cooper Tire & Rubber
Company common stock 44,558 - - -
<FN>
Note: The purchase and selling price for each reportable transaction
represents its fair value at the time of acquisition or disposition.
</TABLE>
12
44
<PAGE>
EXHIBIT (99)
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Findlay)
Financial Statements and Schedules
Years ended December 31, 1996 and 1995
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.
45
<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, 1996 and 1995, 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, 1996 and 1995, 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, 1996 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 1996 financial statements and, in
our opinion, are fairly stated in all material respects in relation to
the 1996 basic financial statements taken as a whole.
May 16, 1997
1
46
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Findlay)
Statements of Assets Available for Plan Benefits
<CAPTION>
December 31
1996 1995
---------- ----------
<S> <C> <C>
Assets
Investments:
Value of interest in Pooled Fund (Note 4) $6,824,999 $4,983,484
Cooper Tire & Rubber Company common stock 135,844 78,899
--------- ---------
6,960,843 5,062,383
Short-term investment 996 569
--------- ---------
6,961,839 5,062,952
Cash 142,974 84,112
Employer contribution receivable 134,794 172,716
--------- ---------
Assets available for plan benefits $7,239,607 $5,319,780
========= =========
<FN>
See accompanying notes.
</TABLE>
2
47
<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
1996 1995
---------- ----------
<S> <C> <C>
Additions:
Cash contributions:
Participants $2,228,008 $2,048,398
Employer 272,696 249,717
--------- ---------
2,500,704 2,298,115
Investment income (loss):
Net gain (loss) from Pooled Fund (Note 4) (370,247) 311,788
Net appreciation in fair value of
Cooper Tire & Rubber Company
common stock 9,210 2,031
Dividends 800 156
Interest 193 44
--------- ---------
(360,044) 314,019
--------- ---------
Total additions 2,140,660 2,612,134
Participants' withdrawals (220,833) (155,168)
--------- ---------
Increase in assets available for
plan benefits during the year 1,919,827 2,456,966
Assets available for plan benefits
at beginning of year 5,319,780 2,862,814
--------- ---------
Assets available for plan
benefits at end of year $7,239,607 $5,319,780
========= =========
<FN>
See accompanying notes.
</TABLE>
3
48
<PAGE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Findlay)
Notes to Financial Statements
December 31, 1996 and 1995
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 (Union) is eligible to
participate in the Plan if he or she has completed thirty days of
continuous credited service. At December 31, 1996, 592 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 placed in investment
contracts with a diversified group of insurance companies, banks,
and other financial institutions. This option may also include
alternative investment contracts which are backed by high quality
fixed income assets. All contracts have specific individual terms
including interest rate and maturity date.
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 Code (IRC) 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
49
<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). Administrative expenses of
the Plan are paid by the Company.
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 the IRC and regulations thereunder. 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 IRC 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, 1996 or 1995, were pending.
2. Significant Accounting Policies
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of (1) additions and deductions
during the reporting period, and (2) assets and liabilities, as well as
disclosure of contingent assets and liabilities, at the date of the
financial statements. Actual results could differ from those estimates.
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.
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.
Certain investments of the Plan are 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, 1996 and 1995, the contract value of
these contracts approximates fair value.
5
<PAGE> 50
2. Significant Accounting Policies (continued)
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.
Forfeitures
Forfeitures occur when an employee elects a withdrawal from current year
or unvested contributions or is terminated, voluntarily or
involuntarily, before being fully vested. Forfeitures are used to
reduce the Company obligation.
3. Income Tax Status
The Internal Revenue Service issued a determination letter dated
September 9, 1996 advising that the Plan meets the requirements of
Section 401(a) of the IRC 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 Cooper Tire & Rubber Company Pooled Fund are as
follows:
<CAPTION>
December 31, 1996
-------------------------------------------------
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 $ 3,920,716 $ 2,549,491 $ 131,992 $ 77,455
Cooper Tire & Rubber
Company Common Stock 154,672,046
Mutual funds:
The Investment Company
of America Fund 11,216,964
The Washington Mutual
Investors Fund 16,458,231
(continued)
6
51
<PAGE>
Cash with Interest Fund:
New York Life Insurance
Company - 7.65% annuity
contract; matures
January 4, 2000 6,979,869
John Hancock Mutual Life
Insurance Company - 8.27%
annuity contract; matures
October 31, 1997 6,754,591
Provident Life and Accident
Insurance Company - 5.55%
annuity contract; matures
January 30, 1998 6,235,476
* Provident Life and Accident
Insurance Company - 6.17%
annuity contract; matures
August 15, 2000 4,973,573
Principal Mutual Life Insurance
Insurance Company - 4.73%
annuity contract; matures
July 31, 1997 4,211,797
* Allstate Life Insurance
Company - 5.43% annuity
contract; matures
February 18, 2002 3,124,695
* Allmerica Financial Life
Insurance Company - 6.69%
contract, matures
November 15, 2004 3,054,620
* Caisse Des Depots (CDC) BRIC -
6.15% annuity contract;
matures September 25, 2000 2,987,598
* John Hancock Mutual Life
Insurance Company - 6.35%
annuity contract; matures
May 1, 2007 2,500,000
Commonwealth Life Insurance
Company - 3.66% annuity
contract; matures
August 1, 1998 2,449,214
* Peoples Security Life -
5.29% annuity contract
BDA-00217TR-3; matures
December 17, 2001 2,401,106
* Caisse Des Depots (CDC) BRIC -
5.80% annuity contract;
matures May 31, 2000 2,260,633
New York Life Insurance
Company - 7.65% annuity
contract; matures
July 31, 1998 2,010,797
* Peoples Security Life -
6.08% annuity contract
BDA-00217TR-1; matures
December 15, 1999 1,998,773
* Peoples Security Life -
5.36% annuity contract
BDA-00217TR-2; matures
September 15, 1998 1,998,062
(continued)
7
52
<PAGE>
United of Omaha Life
Insurance Company -
variable rate annuity
contract; matures
August 2, 2000 1,995,680
* Peoples Security Life -
5.41% annuity contract
BDA-00217TR-4; matures
December 15, 1999 1,671,599
* Peoples Security Life -
6.17% annuity contract
BDA-00217TR-5; matures
August 15, 2001 1,498,125
----------- ---------- ---------- ----------
Total assets $158,592,762 $61,655,699 $11,348,956 $16,535,686
=========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1995
-------------------------------------------------
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
October 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; matures
January 4, 2000 6,524,348
*Provident Life and Accident
Insurance Company - 6.17%
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
(continued) 8
53
<PAGE>
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 December 15, 1999 2,010,675
United of Omaha Life
Insurance Company -
variable rate annuity
contract; matures
August 2, 2000 2,005,766
New York Life Insurance
Company - 7.65% annuity
contract; matures
July 31, 1998 1,879,568
----------- ---------- --------- ---------
Total assets $210,563,041 $62,807,683 $6,983,308 $9,734,102
=========== ========== ========= =========
<FN>
* Collateralized or synthetic guaranteed investment contract.
</TABLE>
The average yield of the Cash with Interest Fund for the years ended
December 31, 1996 and 1995 was 6.3% and 6.8%, respectively.
The value of the Plan's interest in the Pooled Fund is $6,824,999 at
December 31, 1996 and $4,983,484 at December 31, 1995.
The Plan's interest in the Pooled Fund's assets at December 31 is as
follows:
1996 1995
---- ----
Cooper Tire & Rubber Company Common Stock Fund 2.4% 1.6%
Cash with Interest Fund 1.4% 0.9%
The Investment Company of America Fund 10.0% 9.2%
The Washington Mutual Investors Fund 5.8% 5.1%
(continued)
9
54
<PAGE>
<TABLE>
The net investment gain (loss) of the Cooper Tire & Rubber Company
Pooled Fund is as follows:
<CAPTION>
Year Ended December 31, 1996
-------------------------------------------------
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 $ 107,783 $3,754,969 $ 21,998 $ 22,910
Dividends 2,492,409 672,816 1,182,597
Net realized and
unrealized gain(loss) (38,694,302) 1,167,742 1,802,447
----------- --------- --------- ---------
Net investment gain(loss) $(36,094,110) $3,754,969 $1,862,556 $3,007,954
========== ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
Year ended December 31, 1995
-------------------------------------------------
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>
The Plan's net investment loss from the Pooled Fund is $370,247 for the
year ended December 31, 1996 and a net investment gain of $311,788 for
the year ended December 31, 1995.
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.
10
55
<PAGE>
Schedules
56
<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, 1996
<CAPTION>
Shares, Cost (Plus
Units, or Accrued Fair
Description Face Amount Interest) Value
----------- ----------- ---------- --------
<S> <C> <C> <C>
*Cooper Tire & Rubber
Company common stock 6,878 $137,850 $135,844
======= =======
Short-term investment:
*Armada Government Portfolio Fund 996 $ 996 $ 996
======= =======
<FN>
* Party-in-interest
</TABLE>
11
57
<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, 1996
<CAPTION>
Sales
-----------------------------
Cost (Plus
Cost of Accrued Gain/
Description of Assets Purchases Proceeds Interest) (Loss)
- ---------------------- --------- -------- --------- --------
<S> <C> <C> <C> <C>
Armada Government
Portfolio Fund $311,227 $310,801 $310,801 $ -
Cooper Tire & Rubber
Company common stock 311,181 - - -
<FN>
Note: The purchase and selling price for each reportable transaction
represents its fair value at the time of acquisition or disposition.
</TABLE>
12
58
<PAGE>
EXHIBIT (99)
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (El Dorado)
Financial Statements and Schedules
Years ended December 31, 1996 and 1995
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.
59
<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, 1996 and 1995, 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 (El Dorado) at
December 31, 1996 and 1995, 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, 1996 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 1996 financial statements and, in
our opinion, are fairly stated in all material respects in relation to
the 1996 basic financial statements taken as a whole.
May 16, 1997
1
60
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (El Dorado)
Statements of Assets Available for Plan Benefits
<CAPTION>
December 31
1996 1995
---------- ----------
<S> <C> <C>
Assets
Investments:
Value of interest in Pooled Fund (Note 4) $394,428 $312,717
Cooper Tire & Rubber Company common stock 12,994 11,303
------- -------
407,422 324,020
Short-term investment 153 77
------- -------
407,575 324,097
Cash 6,515 7,949
Employer contribution receivable 9,295 8,522
------- -------
Assets available for plan benefits $423,385 $340,568
======= =======
<FN>
See accompanying notes.
</TABLE>
2
61
<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
1996 1995
---------- ----------
<S> <C> <C>
Additions:
Cash contributions:
Participants $134,107 $124,673
Employer 22,554 19,534
------- -------
156,661 144,207
Investment income (loss):
Net gain (loss) from Pooled Fund (Note 4) (23,146) 20,793
Net appreciation in fair value of
Cooper Tire & Rubber Company
common stock 1,263 340
Dividends 96 22
Interest 15 6
------- -------
(21,772) 21,161
------- -------
Total additions 134,889 165,368
Participants' withdrawals (52,072) (100,344)
------- -------
Increase in assets available for
plan benefits during the year 82,817 65,024
Assets available for plan benefits
at beginning of year 340,568 275,544
------- -------
Assets available for plan
benefits at end of year $423,385 $340,568
======= =======
<FN>
See accompanying notes.
</TABLE>
3
62
<PAGE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (El Dorado)
Notes to Financial Statements
December 31, 1996 and 1995
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 (Union) is
eligible to participate in the Plan if he or she has completed thirty
days of continuous credited service. At December 31, 1996, 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 placed in investment
contracts with a diversified group of insurance companies, banks,
and other financial institutions. This option may also include
alternative investment contracts which are backed by high quality
fixed income assets. All contracts have specific individual terms
including interest rate and maturity date.
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 Code (IRC) 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
63
<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). Administrative expenses of
the Plan are paid by the Company.
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 the IRC and regulations thereunder. 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 IRC 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, 1996 or 1995, were pending.
2. Significant Accounting Policies
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of (1) additions and deductions
during the reporting period, and (2) assets and liabilities, as well as
disclosure of contingent assets and liabilities, at the date of the
financial statements. Actual results could differ from those estimates.
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.
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.
Certain investments of the Plan are 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, 1996 and 1995, the contract value of
these contracts approximates fair value.
5
<PAGE> 64
2. Significant Accounting Policies (continued)
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.
Forfeitures
Forfeitures occur when an employee elects a withdrawal from current year
or unvested contributions or is terminated, voluntarily or
involuntarily, before being fully vested. Forfeitures are used to
reduce the Company obligation.
3. Income Tax Status
The Internal Revenue Service issued a determination letter dated
September 9, 1996 advising that the Plan meets the requirements of
Section 401(a) of the IRC 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 Cooper Tire & Rubber Company Pooled Fund are as
follows:
<CAPTION>
December 31, 1996
-------------------------------------------------
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 $ 3,920,716 $ 2,549,491 $ 131,992 $ 77,455
Cooper Tire & Rubber
Company Common Stock 154,672,046
Mutual funds:
The Investment Company
of America Fund 11,216,964
The Washington Mutual
Investors Fund 16,458,231
(continued)
6
65
<PAGE>
Cash with Interest Fund:
New York Life Insurance
Company - 7.65% annuity
contract; matures
January 4, 2000 6,979,869
John Hancock Mutual Life
Insurance Company - 8.27%
annuity contract; matures
October 31, 1997 6,754,591
Provident Life and Accident
Insurance Company - 5.55%
annuity contract; matures
January 30, 1998 6,235,476
* Provident Life and Accident
Insurance Company - 6.17%
annuity contract; matures
August 15, 2000 4,973,573
Principal Mutual Life Insurance
Insurance Company - 4.73%
annuity contract; matures
July 31, 1997 4,211,797
* Allstate Life Insurance
Company - 5.43% annuity
contract; matures
February 18, 2002 3,124,695
* Allmerica Financial Life
Insurance Company - 6.69%
contract, matures
November 15, 2004 3,054,620
* Caisse Des Depots (CDC) BRIC -
6.15% annuity contract;
matures September 25, 2000 2,987,598
* John Hancock Mutual Life
Insurance Company - 6.35%
annuity contract; matures
May 1, 2007 2,500,000
Commonwealth Life Insurance
Company - 3.66% annuity
contract; matures
August 1, 1998 2,449,214
* Peoples Security Life -
5.29% annuity contract
BDA-00217TR-3; matures
December 17, 2001 2,401,106
* Caisse Des Depots (CDC) BRIC -
5.80% annuity contract;
matures May 31, 2000 2,260,633
New York Life Insurance
Company - 7.65% annuity
contract; matures
July 31, 1998 2,010,797
* Peoples Security Life -
6.08% annuity contract
BDA-00217TR-1; matures
December 15, 1999 1,998,773
* Peoples Security Life -
5.36% annuity contract
BDA-00217TR-2; matures
September 15, 1998 1,998,062
(continued)
7
66
<PAGE>
United of Omaha Life
Insurance Company -
variable rate annuity
contract; matures
August 2, 2000 1,995,680
* Peoples Security Life -
5.41% annuity contract
BDA-00217TR-4; matures
December 15, 1999 1,671,599
* Peoples Security Life -
6.17% annuity contract
BDA-00217TR-5; matures
August 15, 2001 1,498,125
----------- ---------- ---------- ----------
Total assets $158,592,762 $61,655,699 $11,348,956 $16,535,686
=========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1995
-------------------------------------------------
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
October 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; matures
January 4, 2000 6,524,348
*Provident Life and Accident
Insurance Company - 6.17%
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
(continued) 8
67
<PAGE>
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 December 15, 1999 2,010,675
United of Omaha Life
Insurance Company -
variable rate annuity
contract; matures
August 2, 2000 2,005,766
New York Life Insurance
Company - 7.65% annuity
contract; matures
July 31, 1998 1,879,568
----------- ---------- --------- ---------
Total assets $210,563,041 $62,807,683 $6,983,308 $9,734,102
=========== ========== ========= =========
<FN>
* Collateralized or synthetic guaranteed investment contract.
</TABLE>
The average yield of the Cash with Interest Fund for the years ended
December 31, 1996 and 1995 was 6.3% and 6.8%, respectively.
The value of the Plan's interest in the Pooled Fund is $394,428 at
December 31, 1996 and $312,717 at December 31, 1995.
The Plan's interest in the Pooled Fund's assets at December 31 is as
follows:
1996 1995
---- ----
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 0.2% 0.3%
The Washington Mutual Investors Fund 0.2% 0.2%
(continued)
9
68
<PAGE>
<TABLE>
The net investment gain (loss) of the Cooper Tire & Rubber Company
Pooled Fund is as follows:
<CAPTION>
Year Ended December 31, 1996
-------------------------------------------------
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 $ 107,783 $3,754,969 $ 21,998 $ 22,910
Dividends 2,492,409 672,816 1,182,597
Net realized and
unrealized gain(loss) (38,694,302) 1,167,742 1,802,447
----------- --------- --------- ---------
Net investment gain(loss) $(36,094,110) $3,754,969 $1,862,556 $3,007,954
========== ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
Year ended December 31, 1995
-------------------------------------------------
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>
The Plan's net investment loss from the Pooled Fund is $23,146 for the
year ended December 31, 1996 and a net investment gain of $20,793 for
the year ended December 31, 1995.
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.
10
69
<PAGE>
Schedules
70
<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, 1996
<CAPTION>
Shares, Cost (Plus
Units, or Accrued Fair
Description Face Amount Interest) Value
----------- ----------- ---------- --------
<S> <C> <C> <C>
*Cooper Tire & Rubber
Company common stock 657 $13,211 $12,994
====== ======
Short-term investment:
*Armada Government Portfolio Fund 153 $ 153 $ 153
====== ======
<FN>
* Party-in-interest
</TABLE>
11
71
<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, 1996
<CAPTION>
Sales
-----------------------------
Cost (Plus
Cost of Accrued Gain/
Description of Assets Purchases Proceeds Interest) (Loss)
- ---------------------- --------- -------- --------- --------
<S> <C> <C> <C> <C>
Armada Government
Portfolio Fund $21,856 $21,779 $21,779 $ -
Cooper Tire & Rubber
Company common stock 21,798 - - -
<FN>
Note: The purchase and selling price for each reportable transaction
represents its fair value at the time of acquisition or disposition.
</TABLE>
12
72
<PAGE>
EXHIBIT (99)
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Hose)
Financial Statements and Schedules
Years ended December 31, 1996 and 1995
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.
73
<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, 1996 and 1995, 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 (Bowling Green
- - Hose) at December 31, 1996 and 1995, 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, 1996 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 1996 financial statements and, in
our opinion, are fairly stated in all material respects in relation to
the 1996 basic financial statements taken as a whole.
May 16, 1997
1
74
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Hose)
Statements of Assets Available for Plan Benefits
<CAPTION>
December 31
1996 1995
---------- ----------
<S> <C> <C>
Assets
Investments:
Value of interest in Pooled Fund (Note 4) $467,363 $238,558
Cooper Tire & Rubber Company common stock 26,031 14,135
------- -------
493,394 252,693
Short-term investment - 75
------- -------
493,394 252,768
Cash 9,336 7,937
Employer contribution receivable 18,769 15,045
------- -------
Assets available for plan benefits $521,499 $275,750
======= =======
<FN>
See accompanying notes.
</TABLE>
2
75
<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
1996 1995
---------- ----------
<S> <C> <C>
Additions:
Cash contributions:
Participants $246,085 $159,282
Employer 45,288 28,794
------- -------
291,373 188,076
Investment income (loss):
Net gain (loss) from Pooled Fund (Note 4) (19,262) 15,098
Net appreciation in fair value of
Cooper Tire & Rubber Company
common stock 1,439 425
Dividends 148 28
Interest 21 8
------- -------
(17,654) 15,559
------- -------
Total additions 273,719 203,635
Participants' withdrawals (27,970) (16,045)
------- -------
Increase in assets available for
plan benefits during the year 245,749 187,590
Assets available for plan benefits
at beginning of year 275,750 88,160
------- -------
Assets available for plan
benefits at end of year $521,499 $275,750
======= =======
<FN>
See accompanying notes.
</TABLE>
3
76
<PAGE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Hose)
Notes to Financial Statements
December 31, 1996 and 1995
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 (Union) is
eligible to participate in the Plan if he or she has completed thirty
days of continuous credited service. At December 31, 1996, 177
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 placed in investment
contracts with a diversified group of insurance companies, banks,
and other financial institutions. This option may also include
alternative investment contracts which are backed by high quality
fixed income assets. All contracts have specific individual terms
including interest rate and maturity date.
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 Code (IRC) 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
77
<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). Administrative expenses of
the Plan are paid by the Company.
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 the IRC and regulations thereunder. 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 IRC 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, 1996 or 1995, were pending.
2. Significant Accounting Policies
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of (1) additions and deductions
during the reporting period, and (2) assets and liabilities, as well as
disclosure of contingent assets and liabilities, at the date of the
financial statements. Actual results could differ from those estimates.
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.
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.
Certain investments of the Plan are 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, 1996 and 1995, the contract value of
these contracts approximates fair value.
5
<PAGE> 78
2. Significant Accounting Policies (continued)
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.
Forfeitures
Forfeitures occur when an employee elects a withdrawal from current year
or unvested contributions or is terminated, voluntarily or
involuntarily, before being fully vested. Forfeitures are used to
reduce the Company obligation.
3. Income Tax Status
The Internal Revenue Service issued a determination letter dated
September 9, 1996 advising that the Plan meets the requirements of
Section 401(a) of the IRC 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 Cooper Tire & Rubber Company Pooled Fund are as
follows:
<CAPTION>
December 31, 1996
-------------------------------------------------
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 $ 3,920,716 $ 2,549,491 $ 131,992 $ 77,455
Cooper Tire & Rubber
Company Common Stock 154,672,046
Mutual funds:
The Investment Company
of America Fund 11,216,964
The Washington Mutual
Investors Fund 16,458,231
(continued)
6
79
<PAGE>
Cash with Interest Fund:
New York Life Insurance
Company - 7.65% annuity
contract; matures
January 4, 2000 6,979,869
John Hancock Mutual Life
Insurance Company - 8.27%
annuity contract; matures
October 31, 1997 6,754,591
Provident Life and Accident
Insurance Company - 5.55%
annuity contract; matures
January 30, 1998 6,235,476
* Provident Life and Accident
Insurance Company - 6.17%
annuity contract; matures
August 15, 2000 4,973,573
Principal Mutual Life Insurance
Insurance Company - 4.73%
annuity contract; matures
July 31, 1997 4,211,797
* Allstate Life Insurance
Company - 5.43% annuity
contract; matures
February 18, 2002 3,124,695
* Allmerica Financial Life
Insurance Company - 6.69%
contract, matures
November 15, 2004 3,054,620
* Caisse Des Depots (CDC) BRIC -
6.15% annuity contract;
matures September 25, 2000 2,987,598
* John Hancock Mutual Life
Insurance Company - 6.35%
annuity contract; matures
May 1, 2007 2,500,000
Commonwealth Life Insurance
Company - 3.66% annuity
contract; matures
August 1, 1998 2,449,214
* Peoples Security Life -
5.29% annuity contract
BDA-00217TR-3; matures
December 17, 2001 2,401,106
* Caisse Des Depots (CDC) BRIC -
5.80% annuity contract;
matures May 31, 2000 2,260,633
New York Life Insurance
Company - 7.65% annuity
contract; matures
July 31, 1998 2,010,797
* Peoples Security Life -
6.08% annuity contract
BDA-00217TR-1; matures
December 15, 1999 1,998,773
* Peoples Security Life -
5.36% annuity contract
BDA-00217TR-2; matures
September 15, 1998 1,998,062
(continued)
7
80
<PAGE>
United of Omaha Life
Insurance Company -
variable rate annuity
contract; matures
August 2, 2000 1,995,680
* Peoples Security Life -
5.41% annuity contract
BDA-00217TR-4; matures
December 15, 1999 1,671,599
* Peoples Security Life -
6.17% annuity contract
BDA-00217TR-5; matures
August 15, 2001 1,498,125
----------- ---------- ---------- ----------
Total assets $158,592,762 $61,655,699 $11,348,956 $16,535,686
=========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1995
-------------------------------------------------
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
October 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; matures
January 4, 2000 6,524,348
*Provident Life and Accident
Insurance Company - 6.17%
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
(continued) 8
81
<PAGE>
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 December 15, 1999 2,010,675
United of Omaha Life
Insurance Company -
variable rate annuity
contract; matures
August 2, 2000 2,005,766
New York Life Insurance
Company - 7.65% annuity
contract; matures
July 31, 1998 1,879,568
----------- ---------- --------- ---------
Total assets $210,563,041 $62,807,683 $6,983,308 $9,734,102
=========== ========== ========= =========
<FN>
* Collateralized or synthetic guaranteed investment contract.
</TABLE>
The average yield of the Cash with Interest Fund for the years ended
December 31, 1996 and 1995 was 6.3% and 6.8%, respectively.
The value of the Plan's interest in the Pooled Fund is $467,363 at
December 31, 1996 and $238,558 at December 31, 1995.
The Plan's interest in the Pooled Fund's assets at December 31 is as
follows:
1996 1995
---- ----
Cooper Tire & Rubber Company Common Stock Fund 0.2% 0.1%
Cash with Interest Fund 0.1% 0.1%
The Investment Company of America Fund 0.6% 0.5%
The Washington Mutual Investors Fund 0.5% 0.4%
(continued)
9
82
<PAGE>
<TABLE>
The net investment gain (loss) of the Cooper Tire & Rubber Company
Pooled Fund is as follows:
<CAPTION>
Year Ended December 31, 1996
-------------------------------------------------
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 $ 107,783 $3,754,969 $ 21,998 $ 22,910
Dividends 2,492,409 672,816 1,182,597
Net realized and
unrealized gain(loss) (38,694,302) 1,167,742 1,802,447
----------- --------- --------- ---------
Net investment gain(loss) $(36,094,110) $3,754,969 $1,862,556 $3,007,954
========== ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
Year ended December 31, 1995
-------------------------------------------------
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>
The Plan's net investment loss from the Pooled Fund is $19,262 for the
year ended December 31, 1996 and a net investment gain of $15,098 for
the year ended December 31, 1995.
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.
10
83
<PAGE>
Schedules
84
<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, 1996
<CAPTION>
Shares, Cost (Plus
Units, or Accrued Fair
Description Face Amount Interest) Value
----------- ----------- ---------- --------
<S> <C> <C> <C>
*Cooper Tire & Rubber
Company common stock 1,318 $26,484 $26,031
====== ======
<FN>
* Party-in-interest
</TABLE>
11
85
<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, 1996
<CAPTION>
Sales
-----------------------------
Cost (Plus
Cost of Accrued Gain/
Description of Assets Purchases Proceeds Interest) (Loss)
- ---------------------- --------- -------- --------- --------
<S> <C> <C> <C> <C>
Armada Government
Portfolio Fund $38,926 $39,001 $39,001 $ -
Cooper Tire & Rubber
Company common stock 42,591 - - -
<FN>
Note: The purchase and selling price for each reportable transaction
represents its fair value at the time of acquisition or disposition.
</TABLE>
12
86
<PAGE>
EXHIBIT (99)
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Sealing)
Financial Statements and Schedules
Years ended December 31, 1996 and 1995
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.
87
<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, 1996 and 1995, 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 (Bowling Green
- - Sealing) at December 31, 1996 and 1995, 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, 1996 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 1996 financial statements and, in
our opinion, are fairly stated in all material respects in relation to
the 1996 basic financial statements taken as a whole.
May 16, 1997
1
88
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Sealing)
Statements of Assets Available for Plan Benefits
<CAPTION>
December 31
1996 1995
---------- ----------
<S> <C> <C>
Assets
Investments:
Value of interest in Pooled Fund (Note 4) $329,039 $162,463
Cooper Tire & Rubber Company common stock 12,979 8,471
------- -------
342,018 170,934
Short-term investment 138 54
------- -------
342,156 170,988
Cash 8,518 9,935
Employer contribution receivable 13,881 6,244
------- -------
Assets available for plan benefits $364,555 $187,167
======= =======
<FN>
See accompanying notes.
</TABLE>
2
89
<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
1996 1995
---------- ----------
<S> <C> <C>
Additions:
Cash contributions:
Participants $171,169 $100,162
Employer 27,145 14,494
------- -------
198,314 114,656
Investment income (loss):
Net gain (loss) from Pooled Fund (Note 4) (11,408) 9,030
Net appreciation in fair value of
Cooper Tire & Rubber Company
common stock 875 254
Dividends 81 17
Interest 13 4
------- -------
(10,439) 9,305
------- -------
Total additions 187,875 123,961
Participants' withdrawals (10,487) (1,240)
------- -------
Increase in assets available for
plan benefits during the year 177,388 122,721
Assets available for plan benefits
at beginning of year 187,167 64,446
------- -------
Assets available for plan
benefits at end of year $364,555 $187,167
======= =======
<FN>
See accompanying notes.
</TABLE>
3
90
<PAGE>
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Sealing)
Notes to Financial Statements
December 31, 1996 and 1995
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 (Union) is
eligible to participate in the Plan if he or she has completed thirty
days of continuous credited service. At December 31, 1996, 113
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 placed in investment
contracts with a diversified group of insurance companies, banks,
and other financial institutions. This option may also include
alternative investment contracts which are backed by high quality
fixed income assets. All contracts have specific individual terms
including interest rate and maturity date.
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 Code (IRC) 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
91
<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). Administrative expenses of
the Plan are paid by the Company.
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 the IRC and regulations thereunder. 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 IRC 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, 1996 or 1995, were pending.
2. Significant Accounting Policies
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of (1) additions and deductions
during the reporting period, and (2) assets and liabilities, as well as
disclosure of contingent assets and liabilities, at the date of the
financial statements. Actual results could differ from those estimates.
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.
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.
Certain investments of the Plan are 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, 1996 and 1995, the contract value of
these contracts approximates fair value.
5
<PAGE> 92
2. Significant Accounting Policies (continued)
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.
Forfeitures
Forfeitures occur when an employee elects a withdrawal from current year
or unvested contributions or is terminated, voluntarily or
involuntarily, before being fully vested. Forfeitures are used to
reduce the Company obligation.
3. Income Tax Status
The Internal Revenue Service issued a determination letter dated
September 9, 1996 advising that the Plan meets the requirements of
Section 401(a) of the IRC 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 Cooper Tire & Rubber Company Pooled Fund are as
follows:
<CAPTION>
December 31, 1996
-------------------------------------------------
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 $ 3,920,716 $ 2,549,491 $ 131,992 $ 77,455
Cooper Tire & Rubber
Company Common Stock 154,672,046
Mutual funds:
The Investment Company
of America Fund 11,216,964
The Washington Mutual
Investors Fund 16,458,231
(continued)
6
93
<PAGE>
Cash with Interest Fund:
New York Life Insurance
Company - 7.65% annuity
contract; matures
January 4, 2000 6,979,869
John Hancock Mutual Life
Insurance Company - 8.27%
annuity contract; matures
October 31, 1997 6,754,591
Provident Life and Accident
Insurance Company - 5.55%
annuity contract; matures
January 30, 1998 6,235,476
* Provident Life and Accident
Insurance Company - 6.17%
annuity contract; matures
August 15, 2000 4,973,573
Principal Mutual Life Insurance
Insurance Company - 4.73%
annuity contract; matures
July 31, 1997 4,211,797
* Allstate Life Insurance
Company - 5.43% annuity
contract; matures
February 18, 2002 3,124,695
* Allmerica Financial Life
Insurance Company - 6.69%
contract, matures
November 15, 2004 3,054,620
* Caisse Des Depots (CDC) BRIC -
6.15% annuity contract;
matures September 25, 2000 2,987,598
* John Hancock Mutual Life
Insurance Company - 6.35%
annuity contract; matures
May 1, 2007 2,500,000
Commonwealth Life Insurance
Company - 3.66% annuity
contract; matures
August 1, 1998 2,449,214
* Peoples Security Life -
5.29% annuity contract
BDA-00217TR-3; matures
December 17, 2001 2,401,106
* Caisse Des Depots (CDC) BRIC -
5.80% annuity contract;
matures May 31, 2000 2,260,633
New York Life Insurance
Company - 7.65% annuity
contract; matures
July 31, 1998 2,010,797
* Peoples Security Life -
6.08% annuity contract
BDA-00217TR-1; matures
December 15, 1999 1,998,773
* Peoples Security Life -
5.36% annuity contract
BDA-00217TR-2; matures
September 15, 1998 1,998,062
(continued)
7
94
<PAGE>
United of Omaha Life
Insurance Company -
variable rate annuity
contract; matures
August 2, 2000 1,995,680
* Peoples Security Life -
5.41% annuity contract
BDA-00217TR-4; matures
December 15, 1999 1,671,599
* Peoples Security Life -
6.17% annuity contract
BDA-00217TR-5; matures
August 15, 2001 1,498,125
----------- ---------- ---------- ----------
Total assets $158,592,762 $61,655,699 $11,348,956 $16,535,686
=========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1995
-------------------------------------------------
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
October 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; matures
January 4, 2000 6,524,348
*Provident Life and Accident
Insurance Company - 6.17%
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
(continued) 8
95
<PAGE>
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 December 15, 1999 2,010,675
United of Omaha Life
Insurance Company -
variable rate annuity
contract; matures
August 2, 2000 2,005,766
New York Life Insurance
Company - 7.65% annuity
contract; matures
July 31, 1998 1,879,568
----------- ---------- --------- ---------
Total assets $210,563,041 $62,807,683 $6,983,308 $9,734,102
=========== ========== ========= =========
<FN>
* Collateralized or synthetic guaranteed investment contract.
</TABLE>
The average yield of the Cash with Interest Fund for the years ended
December 31, 1996 and 1995 was 6.3% and 6.8%, respectively.
The value of the Plan's interest in the Pooled Fund is $329,039 at
December 31, 1996 and $162,463 at December 31, 1995.
The Plan's interest in the Pooled Fund's assets at December 31 is as
follows:
1996 1995
---- ----
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 0.3% 0.2%
(continued)
9
96
<PAGE>
<TABLE>
The net investment gain (loss) of the Cooper Tire & Rubber Company
Pooled Fund is as follows:
<CAPTION>
Year Ended December 31, 1996
-------------------------------------------------
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 $ 107,783 $3,754,969 $ 21,998 $ 22,910
Dividends 2,492,409 672,816 1,182,597
Net realized and
unrealized gain(loss) (38,694,302) 1,167,742 1,802,447
----------- --------- --------- ---------
Net investment gain(loss) $(36,094,110) $3,754,969 $1,862,556 $3,007,954
========== ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
Year ended December 31, 1995
-------------------------------------------------
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>
The Plan's net investment loss from the Pooled Fund is $11,408 for the
year ended December 31, 1996 and a net investment gain of $9,030 for the
year ended December 31, 1995.
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.
10
97
<PAGE>
Schedules
98
<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, 1996
<CAPTION>
Shares, Cost (Plus
Units, or Accrued Fair
Description Face Amount Interest) Value
----------- ----------- ---------- --------
<S> <C> <C> <C>
*Cooper Tire & Rubber
Company common stock 657 $13,211 $12,979
====== ======
Short-term investment:
*Armada Government Portfolio Fund 138 $ 138 $ 138
====== ======
<FN>
* Party-in-interest
</TABLE>
11
99
<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, 1996
<CAPTION>
Sales
-----------------------------
Cost (Plus
Cost of Accrued Gain/
Description of Assets Purchases Proceeds Interest) (Loss)
- ---------------------- --------- -------- --------- --------
<S> <C> <C> <C> <C>
Armada Government
Portfolio Fund $19,566 $19,482 $19,482 $ -
Cooper Tire & Rubber
Company common stock 19,516 - - -
<FN>
Note: The purchase and selling price for each reportable transaction
represents its fair value at the time of acquisition or disposition.
</TABLE>
12
100
