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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 4, 1999
REGISTRATION NO. 333-86559
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COOPER TIRE & RUBBER COMPANY
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C> <C>
DELAWARE 3011 34-4297750
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
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701 LIMA AVENUE
FINDLAY, OHIO 45840
(419) 423-1321
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
RICHARD D. TEEPLE, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
701 LIMA AVENUE
FINDLAY, OHIO 45840
(419) 423-1321
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
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<S> <C>
DAVID P. PORTER, ESQ. R. STEVEN KESTNER, ESQ.
JONES, DAY, REAVIS & POGUE BAKER & HOSTETLER LLP
NORTH POINT 3200 NATIONAL CITY CENTER
901 LAKESIDE AVENUE 1900 EAST NINTH STREET
CLEVELAND, OHIO 44114 CLEVELAND, OHIO 44114
(216) 586-3939 (216) 621-0200
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: The merger
of a wholly owned subsidiary of the registrant with and into The Standard
Products Company was consummated on October 27, 1999 as an all cash transaction
and no common shares of the registrant were, or will be, issued.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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THIS POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-4
(REG. NO. 333-86559) WILL BECOME EFFECTIVE IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 8(c) OF THE SECURITIES ACT OF 1933.
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DEREGISTRATION OF SECURITIES
Pursuant to the terms of an Agreement and Plan of Merger, dated as of July
27, 1999 among Cooper Tire & Rubber Company, The Standard Products Company and
CTB Acquisition Company, a wholly owned subsidiary of Cooper, on October 27,
1999, a merger of CTB with and into Standard was consummated and Standard
shareholders received merger consideration of $36.50 in cash for each of their
Standard common shares. As a result, no shares of Cooper common stock were or
will be issued in connection with the merger. Therefore, in accordance with
undertaking (9) of Cooper set forth in Cooper's registration statement on Form
S-4 (Reg. No. 333-86559), declared effective on September 15, 1999, Cooper is
filing this post-effective amendment no. 1 to deregister the 15,169,000 shares
of its common stock, par value $1.00 per share and the associated 15,169,000
preferred share purchase rights, which would, if the stock election merger of
Standard with and into Cooper had occurred, have been issuable to holders of
Standard common shares (a) as merger consideration or (b) upon the exercise of
options to purchase Cooper common stock issuable upon the conversion of any
options to purchase Standard common shares outstanding at the time of such stock
election merger.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Cooper has duly
caused this Post-Effective Amendment to Registration Statement 333-86559 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Findlay, State of Ohio, on November 4, 1999.
COOPER TIRE & RUBBER COMPANY
By: /s/ RICHARD D. TEEPLE
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Richard D. Teeple
Vice President and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to Registration Statement 333-86559 has been signed by
the following persons in the capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
* Chairman of the Board, Chief November 4, 1999
- ---------------------------------- Executive Officer and Director
Patrick W. Rooney (Principal Executive Officer)
* Vice President and Chief Financial November 4, 1999
- ---------------------------------- Officer (Principal Financial
Philip G. Weaver Officer)
* Corporate Controller (Principal November 4, 1999
- ---------------------------------- Accounting Officer)
Eileen B. White
* President, Chief Operating Officer November 4, 1999
- ---------------------------------- and Director
Thomas A. Dattilo
* Vice President and Director November 4, 1999
- ----------------------------------
John Fahl
* Director November 4, 1999
- ----------------------------------
Arthur H. Aronson
* Director November 4, 1999
- ----------------------------------
Edsel D. Dunford
* Director November 4, 1999
- ----------------------------------
Dennis Gormley
Director November 4, 1999
- ----------------------------------
John F. Meier
* Director November 4, 1999
- ----------------------------------
Byron O. Pond
* Director November 4, 1999
- ----------------------------------
Deborah Fretz
* Director November 4, 1999
- ----------------------------------
John Shuey
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* The undersigned, pursuant to a Power of Attorney executed by a majority of the
Directors and officers identified above and filed with the Securities and
Exchange Commission, by signing his name hereto, does hereby sign and execute
this Post-Effective Amendment to Registration Statement 333-86559 on behalf of
each of the persons noted above, in the capacities indicated.
November 4, 1999
By /s/ RICHARD D. TEEPLE
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Richard D. Teeple, Attorney-in-Fact
