As filed with the Securities and Exchange Commission on November 23, 1999
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 23, 1999
COOPER TIRE & RUBBER COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 1-4329 34-4297750
(State or other (Commission (I.R.S. employer
jurisdiction of File Number) identification no.)
incorporation)
Lima and Western Avenues, Findlay, Ohio 45840
(Address of principal executive offices)
(Zip Code)
(419) 423-1321
(Registrant's telephone number, including area code)
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Item 5. Other Events.
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On November 23, 1999, Cooper Tire & Rubber Company ("Cooper") announced an
agreement to acquire the automotive fluid handling division of Invensys plc,
for a purchase price of $244.5 million. This transaction has been approved by
Cooper's Board of Directors and is subject to the satisfaction of customary
closing conditions, including regulatory clearances.
Item 7. Financial Statements and Exhibits.
- ------ ---------------------------------
(c) The following exhibit is filed as part of this report:
Cooper's press release dated November 23, 1999 announcing its
acquisition of the automotive fluid handling division of Invensys plc.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, Cooper
has duly caused this Current Report on Form 8-K to be signed on its behalf by
the undersigned thereunto duly authorized.
COOPER TIRE & RUBBER COMPANY
By: /S/ Eileen B. White
----------------------
Corporate Controller
(Principal Accounting Officer)
November 23, 1999
- -----------------
(Date)
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INDEX TO EXHIBITS
DESCRIPTION
Item 7.(c)
Cooper's press release dated November 23, 1999 announcing its acquisition
of the automotive fluid handling division of Invensys plc.
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COMPANY CONTACT: PHILIP G. WEAVER FOR IMMEDIATE RELEASE
419-424-4320 NOVEMBER 23, 1999
COOPER TIRE & RUBBER COMPANY TO ACQUIRE
---------------------------------------
AUTOMOTIVE FLUID HANDLING DIVISION OF INVENSYS
----------------------------------------------
FINDLAY, OHIO, NOVEMBER 23, 1999 - COOPER TIRE & RUBBER COMPANY (NYSE:CTB)
today announced an agreement to acquire the automotive fluid handling division
of Invensys plc, for a purchase price of $244.5 million.
For the twelve months ending September 30, 1999, this automotive fluid
handling division reported sales of approximately $400 million and earnings
before certain restructuring charges and interest, taxes, depreciation and
amortization (EBITDA) of approximately $34 million. Net operating assets of
the business, measured on a US GAAP basis and without regard to goodwill, are
approximately $163 million.
The division, which operates under the name Siebe Automotive, is headquartered
in Southfield, Michigan and manufactures fluid handling automotive components,
modules and sub-systems, selling directly to most major vehicle manufacturers.
The company employs nearly 4000 people in 16 operating locations with business
extending across North and South America, Europe and Australia. North America
and Europe represent 53 percent and 37 percent of sales, respectively.
Cooper Chairman and CEO, Patrick W. Rooney said, "This acquisition is
consistent with our Cooper 21 strategic plan to grow our automotive
operations. Last month we finalized our purchase of The Standard Products
Company and enhanced our growth in sealing products. This acquisition will
give us the ability to grow another of our core product groups. We are
pleased to enhance our own hose manufacturing capabilities with the fine
products and good people who come with this business unit."
Thomas A. Dattilo, Cooper President and COO, commented further, "This
acquisition fits strategically into our growth plans. Not only do we gain an
experienced global management team already in place, but there are significant
growth opportunities already underway for this automotive business. The
business now in place should enable us to increase sales in this unit at a
compounded annual growth rate of 10% over 1999 levels through 2002. We are
fortunate that Invensys plc's decision to exit this field has opened this
opportunity for Cooper. It is our expectation that this business will be
slightly accretive for the year 2000 and will further enhance earnings in the
years thereafter.
Continuing, Dattilo said, "Adding this fluid handling business to our own hose
division creates an enormous global capability for Cooper to supply the world
automotive industry. We will now concentrate on managing the integration of
both new business units and expanding the capability of each to create value
for our shareholders."
This transaction has been approved by Cooper's board of directors and is
subject to the satisfaction of customary closing conditions, including
regulatory clearances. Completion of this acquisition is expected to take
place early in 2000.
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Company Description
Cooper Tire & Rubber Company is headquartered in Findlay, Ohio and specializes
in the manufacture and marketing of rubber and plastic products. Products for
Cooper's tire group include automobile, motorcycle and truck tires, inner
tubes, tread rubber and equipment for the replacement market. In the
automotive group, Cooper is an original equipment supplier of sealing, trim,
vibration control and hose systems for the automotive industry in North
America, Europe and South America. Other products for this group include
rubber and plastic sealing components for the refrigeration industry in North
America. Cooper has more than 20,000 employees and 50 manufacturing
facilities in nine countries. For more information, visit the company's web
site at: www.coopertire.com.
Forward-Looking Statements
This report contains forward-looking statements regarding expectations for
future financial performance which involve uncertainty and risk. It is
possible the company's future financial performance may differ from
expectations due to a variety of factors including, but not limited to:
changes in economic and business conditions in the world, increased
competitive activity, achieving sales levels to fulfill revenue expectations,
consolidation among its competitors and customers, technology advancements,
unexpected costs and charges, fluctuations in raw material and energy prices,
changes in interest and foreign exchange rates, regulatory and other
approvals, the cyclical nature of the automotive industry, risks associated
with integrating the operations of The Standard Products Company and the
automotive fluid handling division of Invensys, and the failure to achieve
synergies or savings anticipated in both acquisitions, and other unanticipated
events and conditions.
It is not possible to foresee or identify all such factors. Any forward-
looking statements in this report are based on certain assumptions and
analyses made by the company in light of its experience and perception of
historical trends, current conditions, expected future developments and other
factors it believes are appropriate in the circumstances. Prospective
investors are cautioned that any such statements are not a guarantee of future
performance and actual results or developments may differ materially from
those projected. The company makes no commitment to update any forward-
looking statement included herein, or to disclose any facts, events or
circumstances that may affect the accuracy of any forward-looking statement.
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