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, 1999
Commission File No. 1-4329
The Standard Products Company
(Gaylord, Michigan Plant) UAW Local 388
Collectively Bargained Savings and Retirement 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)
1
<PAGE>
The Standard Products Company
(Gaylord, Michigan Plant) UAW Local 388
Collectively Bargained Savings and Retirement 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 Company (Gaylord, Michigan
Plant) UAW Local 388 Collectively Bargained Savings and Retirement 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: June 8, 2000
--------------
2
<PAGE>
Financial Statements and Schedules
The Standard Products Company
(Gaylord, Michigan Plant) UAW Local 388
Collectively Bargained Savings and Retirement Plan
June 30, 1999 and 1998
and Year Ended June 30, 1999
With Report of Independent Auditors
3
<PAGE>
The Standard Products Company
(Gaylord, Michigan Plant) UAW Local 388
Collectively Bargained Savings and Retirement Plan
Financial Statements and Schedules
June 30, 1999 and 1998
and Year Ended June 30, 1999
CONTENTS
Report of Independent Auditors 1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4
SCHEDULES
Line 27a - Schedule of Assets Held for Investment Purposes 9
Line 27d - Schedule of Reportable Transactions 10
4
<PAGE>
Report of Independent Auditors
Pension Committee
The Standard Products Company
(Gaylord, Michigan Plant) UAW Local 388
Collectively Bargained Savings and Retirement Plan
We have audited the accompanying statements of net assets available for
benefits of The Standard Products Company (Gaylord, Michigan Plant) UAW Local
388 Collectively Bargained Savings and Retirement Plan as of June 30, 1999 and
1998 and the related statement of changes in net assets available for benefits
for the year ended June 30, 1999. 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, 1999 and 1998, and the changes in its net assets available for
benefits for the year ended June 30, 1999, 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 as of June 30, 1999, and
reportable transactions for the year then ended, are presented for purposes of
additional analysis and are not a required part of the basic 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 basic financial statements taken as a whole.
May 31, 2000
5
<PAGE>
<TABLE>
The Standard Products Company
(Gaylord, Michigan Plant) UAW Local 388
Collectively Bargained Savings and Retirement Plan
Statements of Net Assets Available for Benefits
<CAPTION>
June 30
1999 1998
---------- ----------
<S> <C> <C>
INVESTMENTS:
Standard Products Company Stock Fund $ 618,335 $ 384,444
Vanguard Windsor II Fund 644,426 574,516
Vanguard 500 Index Fund 52,962 11,248
Vanguard Prime Money Market Fund 42,149 41,580
Vanguard STAR Fund 207,463 171,616
Vanguard Retirement Savings Trust 87,383 80,921
Participant Loans 62,025 47,930
--------- ---------
Total investments 1,714,743 1,312,255
--------- ---------
RECEIVABLES:
Employer's contributions 6,286 6,369
Participants' contributions 26,236 26,864
Interest and dividends 3,896 2,422
Loan repayments 1,810 2,050
--------- ---------
Total receivables 38,228 37,705
--------- ---------
NET ASSETS AVAILABLE FOR BENEFITS $1,752,971 $1,349,960
========= =========
<FN>
See accompanying notes.
</TABLE>
6
<PAGE>
<TABLE>
The Standard Products Company
(Gaylord, Michigan Plant) UAW Local 388
Collectively Bargained Savings and Retirement Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended June 30, 1999
<S> <C>
ADDITIONS:
Contributions-
Employer's $ 66,808
Participants' 287,664
---------
Total contributions 354,472
---------
Net appreciation in fair value of investments 72,743
Interest and dividends 102,032
---------
Total additions 529,247
---------
DEDUCTIONS:
Benefit payments 122,031
Other deductions 4,205
---------
Total deductions 126,236
---------
NET INCREASE 403,011
NET ASSETS AVAILABLE FOR BENEFITS AT BEGINNING OF YEAR 1,349,960
---------
NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $1,752,971
=========
<FN>
See accompanying notes.
</TABLE>
7
<PAGE>
The Standard Products Company
(Gaylord, Michigan Plant) UAW Local 388
Collectively Bargained Savings and Retirement Plan
Notes to Financial Statements
June 30, 1999 and 1998
and Year Ended June 30, 1999
(1) DESCRIPTION OF PLAN
The following description of The Standard Products Company (Gaylord, Michigan
Plant) UAW Local 388 Company Collectively Bargained Savings and Retirement
Plan (the Plan) provides only general information. Participants should refer
to the Plan agreement for a more complete description of the Plan's
provisions.
General
The Plan is a defined contribution plan covering all employees who have
completed the 90 day probationary period and are covered by the collective
bargaining agreement between UAW Local 388 and The Standard Products Company
(the Company). The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
Contributions
Each year, participants may contribute up to 15 percent of their pretax
compensation. The Company contributes 40 percent of the first 5 percent of
base compensation that the participant contributes to the Plan. All employer
matching contributions are invested in the Standard Products Company Common
Stock 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 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
<continued>
8
<PAGE>
rate is established based on the prime rate and was 8.50 percent for all loans
initiated during the Plan year. 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.
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.
Upon termination of the Plan, participants become fully vested in the total
value of their account.
(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
The Company pays the administrative expenses of the Plan, including any
expenses and fees of Vanguard Fiduciary Trust Company, the Trustee.
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.
<continued>
9
<PAGE>
(3) INVESTMENTS
During 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 Realized
and
Unrealized
Appreciation
in Fair
Value of
Investments
------------
<S> <C>
Common Stock $26,173
Shares of Registered Investment Companies 46,570
------
$72,743
======
</TABLE>
(4) NON PARTICIPANT-DIRECTED INVESTMENTS
The Standard Products Cooper Common Stock Fund is a non participant-directed
investment. Information about the significant components of changes in net
assets related to the non participant-directed investments for the year ended
June 30, 1999 is as follows:
Contributions $66,808
Dividends 6,869
Net appreciation in fair value of investment 26,005
Benefit payment (19,535)
Other deductions (685)
Transfers in from other funds 47,441
(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.
(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.
<continued>
10
<PAGE>
(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
1999 1998
---------- ----------
<S> <C> <C>
Net assets available for benefits per the
financial statements $1,752,971 $1,349,960
Amounts allocated to withdrawing participants (4,016) (6,011)
--------- ---------
Net assets available for benefits per the Form 5500 $1,748,955 $1,343,949
========= =========
</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, 1999
-------------
<S> <C>
Benefits paid to participants per the financial
statements $122,031
Add- Amounts allocated to withdrawing participants
at June 30, 1999 4,016
Less- Amounts allocated to withdrawing participants
at June 30, 1998 (6,011)
-------
Benefits paid to participants per the Form 5500 $120,036
=======
</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
On October 27, 1999, all of the outstanding common stock 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
Plan has not been terminated and it is the Company's intention to continue
operating the Plan as described in the Plan document.
11
<PAGE>
<TABLE>
The Standard Products Company
(Gaylord, Michigan Plant) UAW Local 388
Collectively Bargained Savings and Retirement Plan
EIN: 34-0549970 - Plan: 014
Line 27a - Schedule of Assets Held for Investment Purposes
As of June 30, 1999
<CAPTION>
Shares/ Current
Par Value Description Cost Value
--------- ----------- ----------- ----------
<S> <C> <C> <C>
45,068 *Standard Products Company Stock Fund $ 497,598 $ 618,335
19,623 *Vanguard Windsor II Fund 539,052 644,426
418 *Vanguard 500 Index Fund 44,388 52,962
42,149 *Vanguard Prime Money Market Fund 42,149 42,149
10,868 *Vanguard STAR Fund 185,515 207,463
87,383 *Vanguard Retirement Savings Trust 87,383 87,383
N/A *Participant Loans, interest rate 8.50% - 62,025
--------- ---------
Total $1,396,085 $1,714,743
========= =========
<FN>
*Represents a party-in-interest
</TABLE>
12
<PAGE>
<TABLE>
The Standard Products Company
(Gaylord, Michigan Plant) UAW Local 388
Collectively Bargained Savings and Retirement Plan
EIN: 34-0549970 - Plan: 014
Line 27d - Schedule of Reportable Transactions
For the Year Ended June 30, 1999
During the year ended June 30, 1999, 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, 1998:
<CAPTION>
Sale Proceeds/ Historical
Description Purchase Cost Cost Gain
----------- ------------- ---------- -------
<S> <C> <C> <C>
Category (iii) Series of transactions in excess of 5%:
Standard Products Company
Stock Fund
Sales $ 56,851 $ 55,525 $ 1,326
Purchases 238,564 238,564 N/A
Vanguard Windsor II Fund
Sales 190,156 168,957 21,199
Purchases 251,738 251,738 N/A
Vanguard STAR Fund
Sales 34,696 32,825 1,871
Purchases 66,045 66,045 N/A
<FN>
Note: The purchase and selling price for each reportable transaction
represents its fair value at the time of acquisition or disposition.
</TABLE>
13
<PAGE>
Exhibit (23)
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-01921) pertaining to The Standard Products Company (Gaylord,
Michigan Plant) UAW Local 388 Collectively Bargained Savings and Retirement
Plan (the Plan) of our report dated May 31, 2000, with respect to the Plan's
financial statements and schedules included in this Annual Report (Form 11-K)
for the year ended June 30, 1999.
/s/ Ernst & Young LLP
---------------------
ERNST & YOUNG LLP
Toledo, Ohio
June 8, 2000
14
