<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended June 30, 2000
Commission File No. 1-4329
Standard Products
Individual Retirement and Investment Trust Plan
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)
(419) 423-1321
(Registrant's telephone number, including area code)
<PAGE> 2
Standard Products
Individual Retirement and Investment Trust Plan
ITEM 1. Not applicable.
ITEM 2. Not applicable.
ITEM 3. Not applicable.
ITEM 4. FINANCIAL STATEMENTS OF THE PLAN
The Financial Statements of the Standard Products Individual Retirement and
Investment Trust Plan for the fiscal year ended June 30, 1999, together with the
report of Ernst & Young LLP, independent auditors, are attached to this Annual
Report on Form 11-K. The Financial Statements and the notes thereto are
presented in lieu of the financial statements required by items 1, 2 and 3 of
Form 11-K and were prepared in accordance with the financial reporting
requirements of the Employee Retirement Income Security Act of 1974.
EXHIBITS:
(23) Consent of Independent Auditors
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan Administrator has duly caused this Annual Report to be signed by the
undersigned, thereunto duly authorized.
COOPER TIRE & RUBBER COMPANY
/s/ Richard N. Jacobson
------------------------------------
RICHARD N. JACOBSON
Assistant General Counsel
Assistant Secretary
Date: December 21, 2000
-----------------
<PAGE> 3
FINANCIAL STATEMENTS AND SCHEDULES
Standard Products Company
Individual Retirement and Investment Trust Plan
Years Ended June 30, 2000 and 1999
with Report of Independent Auditors
<PAGE> 4
Standard Products
Individual Retirement and Investment Trust Plan
Financial Statements and Schedules
Years Ended June 30, 2000 and 1999
CONTENTS
Report of Independent Auditors........................................ 1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits....................... 2
Statements of Changes in Net Assets Available for Benefits............ 3
Notes to Financial Statements......................................... 4
SCHEDULES
Schedule H, Line 4(i)-Schedule of Assets
Held for Investment Purposes at End of Year...................... 9
Schedule H, Line 4(j)-Schedule of Reportable Transactions............. 10
<PAGE> 5
Report of Independent Auditors
Pension Committee
The Standard Products Company
Individual Retirement and Investment Trust Plan
We have audited the accompanying statements of net assets available for benefits
of the Standard Products Individual Retirement and Investment Trust Plan as of
June 30, 2000 and 1999 and the related statements of changes in net assets
available for 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 auditing standards generally accepted
in the United States. 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 net assets available for benefits of the Plan as of
June 30, 2000 and 1999, and the changes in its net assets available for benefits
for the years then ended, in conformity with accounting principles generally
accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes at end of year as of June 30, 2000, and reportable
transactions for the year then ended, are presented for purposes of additional
analysis and are not a required part of the financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These supplemental schedules are the responsibility of the
Plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in our audits of the financial statements and, in
our opinion, are fairly stated in all material respects in relation to the
financial statements taken as a whole.
December 18, 2000
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<PAGE> 6
Standard Products
Individual Retirement and Investment Trust Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
June 30
2000 1999
----------- ------------
<S> <C> <C>
INVESTMENTS:
Standard Products Company Stock Fund $ 0 $20,752,273
Cooper Tire and Rubber Company Stock Fund 1,150,260 0
Standard Products PAYSOP Fund 0 285,632
Vanguard Windsor II Fund 16,085,636 19,583,526
Vanguard 500 Index Fund 15,035,602 5,034,178
Vanguard Prime Money Market Fund 25,641,908 6,497,618
Vanguard STAR Fund 9,729,086 8,771,852
Vanguard Retirement Savings Trust 5,930,942 5,461,036
Participant Loans 3,246,328 2,802,041
----------- ------------
Total investments 76,819,762 69,188,156
----------- ------------
RECEIVABLES:
Employer's contributions 410,912 432,974
Participants' contributions 502,158 522,071
Interest and dividends 0 275,972
Loan repayments 137,446 116,607
----------- -----------
Total receivables 1,050,516 1,347,624
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $77,870,278 $70,535,780
=========== ===========
</TABLE>
See accompanying notes.
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<PAGE> 7
Standard Products
Individual Retirement and Investment Trust Plan
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
Year Ended June 30
2000 1999
----------- -----------
<S> <C> <C>
ADDITIONS:
Contributions-
Employer's $ 2,414,911 $2,267,363
Participants' 6,661,741 6,971,453
----------- -----------
Total contributions 9,076,652 9,238,816
----------- -----------
Net appreciation in fair value of investments 3,568,180 1,183,336
Interest and dividends 4,870,734 3,905,871
----------- -----------
Total additions 17,515,566 14,328,023
----------- -----------
DEDUCTIONS:
Benefit payments 9,964,128 5,528,859
Other deductions 216,940 201,849
----------- -----------
Total deductions 10,181,068 5,730,708
----------- -----------
NET INCREASE BEFORE TRANSFER 7,334,498 8,597,315
TRANSFER FROM OTHER PLAN 0 2,043,320
NET ASSETS AVAILABLE FOR BENEFITS AT BEGINNING
OF YEAR 70,535,780 59,895,145
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $77,870,278 $70,535,780
=========== ===========
</TABLE>
See accompanying notes.
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<PAGE> 8
Standard Products
Individual Retirement and Investment Trust Plan
Notes to Financial Statements
Years Ended June 30, 2000 and 1999
(1) DESCRIPTION OF PLAN
The following description of The Standard Products Individual
Retirement and Investment Trust Plan (the Plan) provides only
general information. Participants should refer to the Summary Plan
Description for a more complete description of the Plan's
provisions.
General
-------
The Plan is a defined contribution plan covering all salaried and
non-union hourly employees of The Standard Products Company
(Standard Products or the Company) and its wholly-owned
subsidiaries Oliver Rubber Company, Holm Industries, Inc., and
Westborn Warehouse, Inc. The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974 (ERISA).
On October 27, 1999, all of the outstanding common shares of
Standard Products were acquired by Cooper Tire & Rubber Company
(Cooper) for $36.50 per share and Standard Products became a
wholly-owned subsidiary of Cooper. The proceeds from the
redemption of the Standard Products Company Stock Fund were
deposited into the Vanguard Prime Money Market Fund.
On June 30, 2000, Cooper completed the sale of its Holm
Industries, Inc. subsidiary. In connection with the sale,
approximately 12% of Plan participants were impacted and
expected to rollover their accounts to the buyer's benefit
plan.
Pursuant to an acquisition by Holm Industries, Inc., a wholly
owned subsidiary of the Company, participants of the OEM/Miller
Corporation Savings Plan became participants of this Plan.
During the 1999 Plan year, assets totaling approximately
$2,040,000, including participant loans of approximately
$105,000 were transferred from the OEM/Miller Corporation
Savings Plan to this Plan.
Contributions
-------------
Each year, participants may contribute up to 15 percent of their
pretax compensation. The Company contributes 75 percent of the
first 2 percent and 25 percent of the next 3 percent (up to 5
percent) of base compensation that the participant contributes
to the Plan. All employer matching contributions made through
October 27, 1999 were invested in the Standard Products Company
Common Stock Fund. All employer contributions after that date
were invested in the Vanguard Prime Money Market Fund.
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<PAGE> 9
Standard Products
Individual Retirement and Investment Trust Plan
Notes to Financial Statements (Continued)
Years Ended June 30, 2000 and 1999
(1) DESCRIPTION OF PLAN, continued
Contributions, continued
------------------------
The Company may make a special employer contribution on behalf of
each eligible non-union hourly employee, whether or not they
are depositing participants. For the Plan years ended June 30,
2000 and 1999, respectively, the special employer contributions
were $236,779 and $250,400. All special employer contributions
are invested in the Vanguard Prime Money Market Fund.
In previous years, some employer contributions were held in a
Payroll Stock Ownership Plan (PAYSOP). Contributions are no
longer made to the PAYSOP by the employer due to changes in tax
legislation. During 2000, this stock was redeemed and the
proceeds were deposited in the Vanguard Prime Money Market
Fund.
Upon enrollment, a participant may direct their contributions to
any of the Plan's investment fund options.
Participant Accounts
--------------------
Individual accounts are maintained for each participant in the
Plan. Each participant's account is credited with the
participant's contributions, their allocation of the Company's
contributions and Plan earnings.
Vesting
-------
The participants are immediately vested in both their
contributions and the Company's contributions plus actual
earnings thereon.
Participant Loans
-----------------
Participants may borrow the lesser of 100 percent of their
participant elected contributions account or 50 percent of the
vested value of their entire account. In no event should the
maximum loan exceed $50,000. The interest rate is established
based on the prime rate. Interest rates as of June 30, 2000 and
1999 range from 8.25 percent to 9.50 percent. The loan
repayment schedule can be no longer than 54 months. Principal
and interest is paid ratably through payroll deductions.
Payment of Benefits
-------------------
In the event of retirement, death, termination, permanent
disability or other separation from service, participants shall
be entitled to receive an amount equal to the value of the
vested value of their account. Payment of benefits may be taken
in a lump sum cash distribution or in various annuity options.
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<PAGE> 10
Standard Products
Individual Retirement and Investment Trust Plan
Notes to Financial Statements (Continued)
Years Ended June 30, 2000 and 1999
(1) DESCRIPTION OF PLAN, continued
Termination of the Plan
-----------------------
Although it has not expressed any intent to do so, the Company has
the right, under the Plan, to terminate the Plan subject to the
provisions of ERISA.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
-------------------
The accompanying financial statements are prepared on the accrual
basis of accounting.
Investment Valuation and Recognition
------------------------------------
The accompanying statements of net assets available for benefits
reflect the Plan's investments at fair value which equals the
quoted market price on the last business day of the Plan year.
The shares of registered investment companies are valued at
quoted market prices which represent the net asset value of
shares held by the Plan at year-end. The participant loans are
valued at their outstanding balances, which approximate fair
value.
Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recognized when earned. Dividends
are recorded on the ex-dividend date.
Administrative Expenses
-----------------------
All costs and expenses incurred in administering the Plan are
charged to the Plan, unless otherwise paid by the Company.
Use of Estimates
----------------
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates that affect the amounts reported in the
financial statements and accompanying notes. Actual results
could differ from those estimates.
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<PAGE> 11
Standard Products
Individual Retirement and Investment Trust Plan
Notes to Financial Statements (Continued)
Years Ended June 30, 2000 and 1999
(3) INVESTMENTS
During 2000 and 1999, the Plan's investments (including investments
purchased, sold as well as held during the year) appreciated in
fair value as determined by quoted market prices as follows:
<TABLE>
<CAPTION>
Net Appreciation
(Depreciation) in
Fair Value of Investments
-------------------------------
2000 1999
----------- ----------
<S> <C> <C>
Common Stock $ 8,842,913 $ 109,180
Shares of Registered Investment Companies (5,274,733) 1,074,156
----------- ----------
$ 3,568,180 $1,183,336
=========== ==========
</TABLE>
(4) NON PARTICIPANT-DIRECTED INVESTMENTS
Effective October 27, 1999, the Cooper Tire & Rubber Company Stock
Fund, Standard Products Company Stock Fund, Standard Products
PAYSOP Fund, and the Vanguard Prime Money Market Fund were non
participant-directed investments. Prior to October 27, 1999, the
non participant-directed investments were the Standard Products
Company Stock Fund, Standard Products PAYSOP Fund and the Vanguard
Prime Money Market Fund. Information about the significant
components of changes in net assets related to the non
participant-directed investments is as follows:
<TABLE>
<CAPTION>
Year Ended June 30
2000 1999
----------- ----------
<S> <C> <C>
Contributions $ 3,329,025 $ 2,267,363
Interest and dividends 1,161,220 534,052
Net appreciation in fair value of investment
8,954,193 15,013
Benefit payments (4,287,802) (699,099)
Other deductions (136,000) (37,565)
Transfers to other funds (9,659,623) (710,774)
</TABLE>
(5) FEDERAL INCOME TAXES
The Plan has received a determination letter from the Internal Revenue
Service dated February 7, 1997, stating that the Plan is qualified
under Section 401(a) of the Internal Revenue Code (the Code) and,
therefore, the related trust is exempt from taxation. Once
qualified, the Plan is required to operate in conformity with the
Code to maintain its qualification. The Plan administrator
believes the Plan is being operated in compliance with the
applicable requirements of the Code and, therefore, believes that
the Plan is qualified and the related trust is tax exempt.
-7-
<PAGE> 12
Standard Products
Individual Retirement and Investment Trust Plan
Notes to Financial Statements (Continued)
Years Ended June 30, 2000 and 1999
(6) RELATED-PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by the
Trustee, and, therefore, these transactions qualify as
party-in-interest transactions. There have been no known
prohibited transactions with a party-in-interest.
(7) RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits
according to the financial statements to the Form 5500:
<TABLE>
<CAPTION>
June 30
2000 1999
----------- -----------
<S> <C> <C>
Net assets available for benefits per the financial statements $77,870,278 $70,535,780
Amounts allocated to withdrawing participants (1,249,445) (813,551)
----------- -----------
Net assets available for benefits per the Form 5500 $76,620,833 $69,722,229
=========== ===========
</TABLE>
The following is a reconciliation of benefits paid to participants
according to the financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year Ended June 30
2000 1999
----------- -----------
<S> <C> <C>
Benefits paid to participants per the financial statements $ 9,964,128 $ 5,528,859
Add-Amounts allocated to withdrawing participants at June 30,
2000 and 1999 1,249,445 813,551
Less-Amounts allocated to withdrawing participants at June 30,
1999 and 1998 (813,551) (381,036)
----------- -----------
Benefits paid to participants per the Form 5500 $10,400,022 $ 5,961,374
=========== ===========
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form
5500 for benefit claims that have been processed and approved for
payment prior to June 30 but not yet paid as of that date.
(8) SUBSEQUENT EVENTS
Effective July 1, 2000, the employer matching contribution will be
invested in the Cooper Tire and Rubber Company Stock Fund.
-8-
<PAGE> 13
Standard Products
Individual Retirement and Investment Trust Plan
EIN: 34-0549970 - Plan: 011
Schedule H, Line 4(i)-Schedule of Assets Held for Investment Purposes
at End of Year
As of June 30, 2000
<TABLE>
<CAPTION>
Shares/ Current
Par Value Description Cost Value
---------- ----------------------------------------------- ------------------ ------------
<S> <C> <C> <C>
103,394 *Cooper Tire and Rubber Company Stock Fund $ 1,261,539 $ 1,150,260
656,021 *Vanguard Windsor II Fund 16,350,094 16,085,636
112,080 *Vanguard 500 Index Fund 13,732,050 15,035,602
25,641,908 *Vanguard Prime Money Market Fund 25,641,908 25,641,908
552,475 *Vanguard STAR Fund 9,159,070 9,729,086
5,930,942 *Vanguard Retirement Savings Trust 5,930,942 5,930,942
N/A *Participant Loans, interest rates
ranging from 8.25% to 9.50% - 3,246,328
----------- -----------
Total $72,075,603 $76,819,762
=========== ===========
</TABLE>
*Represents a party-in-interest
-9-
<PAGE> 14
Standard Products
Individual Retirement and Investment Trust Plan
EIN: 34-0549970 - Plan: 011
Schedule H, Line 4(j)-Schedule of Reportable Transactions
Year Ended June 30, 2000
During the year ended June 30, 2000, the Plan had the following "reportable
transactions", as defined, involving an amount in excess of 5% of the
net assets available for plan benefits at the beginning of the year,
July 1, 1999:
<TABLE>
<CAPTION>
Sale Proceeds/ Historical
Description Purchase Cost Gain (Loss)
------------------------------------------------------- -------------- ---------- ------------
<S> <C> <C> <C>
Category (iii) Series of transactions in excess of 5%:
Standard Products Company
Stock Fund
Sales $31,120,661 $19,123,089 $11,997,572
Purchases 1,529,905 1,529,905 N/A
Vanguard Windsor II Fund
Sales 5,979,070 6,028,823 (49,753)
Purchases 7,596,843 7,596,843 N/A
Vanguard Prime Money Market Fund
Sales 14,705,234 14,705,234 -
Purchases 33,849,562 33,849,562 N/A
Vanguard STAR Fund
Sales 2,433,216 2,212,629 220,587
Purchases 4,127,997 4,127,997 N/A
Vanguard Retirement Savings
Trust
Sales 1,984,125 1,984,125 -
Purchases 2,454,033 2,454,033 N/A
Vanguard Index Trust-
500 Portfolio
Sales 2,313,482 2,077,590 235,892
Purchases 11,736,390 11,736,390 N/A
</TABLE>
Note: The purchase and selling price for each reportable transaction represents
its fair value at the time of acquisition or disposition.
-10-
