SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
COOPER TIRE & RUBBER COMPANY
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 34-4297750
(State of Incorporation or Organization) (I.R.S. Employee Identification No.)
LIMA AND WESTERN AVENUES
FINDLAY, OHIO 45840
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. |X|
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. |_|
Securities Act registration statement file number to which this form
relates:
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS TO BE SO NAME OF EXCHANGE ON WHICH
REGISTERED EACH CLASS IS TO BE REGISTERED
Rights to Purchase Series A Preferred Stock New York Stock Exchange
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
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Item 1. Description of Registrant's Securities to be
Registered.
Reference is hereby made to the Registration Statement filed
with the Securities and Exchange Commission on Form 8-A, dated June 3, 1988 (the
"Original Form 8-A"), by Cooper Tire & Rubber Company (the "Registrant"),
relating to the rights distributed to the stockholders of the Registrant (the
"Rights") in connection with the Rights Agreement dated as of May 27, 1988 (the
"Original Rights Agreement"), between the Registrant and The Fifth Third Bank,
as successor rights agent. The Original Form 8-A is incorporated by reference
herein.
On February 10, 1998, the Board of Directors of the Registrant
(the "Board") authorized the amendment and restatement of the Original Rights
Agreement, resulting in an Amended and Restated Rights Agreement, dated as of
May 11, 1998 (the "Amended Rights Agreement"), between the Registrant and The
Fifth Third Bank, as rights agent.
The Amended Rights Agreement was adopted in the normal course
of updating and extending the Original Rights Agreement which was scheduled to
expire on May 27, 1998, and not in response to any acquisition proposal.
In the Amended Rights Agreement, the Registrant has extended
the expiration date of its rights plan to May 11, 2008, and has amended it to
reflect prevailing stockholder rights plan terms. These amendments include,
without limitation, the following: (a) the threshold beneficial ownership level
of the common stock which triggers (i) the exercise of the rights, (ii) the
"flip-in" feature of the rights and (iii) the "flip-over" feature of the rights
has been reduced from 20% to 15%; (b) the threshold beneficial ownership level
of the common stock sought in a commenced or in an announced tender or exchange
offer that triggers the exerciseability of the rights has been lowered from 30%
to 15%; and (c) the independent director provision in the Original Rights
Agreement has been omitted from the Amended Rights Agreement.
A copy of the Amended Rights Agreement is attached hereto as
Exhibit 4 and is incorporated herein by reference. The foregoing discussion does
not purport to be complete and is qualified in its entirety by reference to such
Exhibit.
Item 2. Exhibits.
Exhibit 4. Form of Amended and Restated Rights
Agreement dated as of May 11, 1998, between
the Registrant and The Fifth Third Bank, as
Rights Agent (incorporated by reference to
Exhibit 4 to the Current Report on Form 8-K
filed by the Registrant with the Securities
and Exchange Commission on May 15, 1998).
<PAGE>
3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereto
duly authorized.
COOPER TIRE & RUBBER COMPANY
By: /s/ Stan C. Kaiman
---------------------------------------
Name: Stan C. Kaiman
Title: Secretary
Date: May 15, 1998
