<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
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)
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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:
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
-----------------
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FINANCIAL STATEMENTS AND SCHEDULES
The Standard Products Company
(Gaylord, Michigan Plant) UAW Local 388
Collectively Bargained Savings and Retirement Plan
Years Ended June 30, 2000 and 1999
with Report of Independent Auditors
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The Standard Products Company
(Gaylord, Michigan Plant) UAW Local 388
Collectively Bargained Savings and Retirement 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
(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, 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 the 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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The Standard Products Company
(Gaylord, Michigan Plant) UAW Local 388
Collectively Bargained Savings and Retirement Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
June 30
2000 1999
---------- ----------
<S> <C> <C>
INVESTMENTS:
Standard Products Company Stock Fund $ 0 $ 618,335
Cooper Tire and Rubber Company Stock Fund 327,957 0
Vanguard Windsor II Fund 586,454 644,426
Vanguard 500 Index Fund 214,355 52,962
Vanguard Prime Money Market Fund 655,112 42,149
Vanguard STAR Fund 224,327 207,463
Vanguard Retirement Savings Trust 86,052 87,383
Participant Loans 53,529 62,025
---------- ----------
Total investments 2,147,786 1,714,743
---------- ----------
RECEIVABLES:
Employer's contributions 6,010 6,286
Participants' contributions 24,837 26,236
Interest and dividends 0 3,896
Loan repayments 3,729 1,810
---------- ----------
Total receivables 34,576 38,228
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $2,182,362 $1,752,971
========== ==========
</TABLE>
See accompanying notes.
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The Standard Products Company
(Gaylord, Michigan Plant) UAW Local 388
Collectively Bargained Savings and Retirement Plan
Statements of Changes in Net Assets Available from Benefits
<TABLE>
<CAPTION>
Year Ended June 30
2000 1999
---------- ----------
<S> <C> <C>
ADDITIONS:
Contributions-
Employer's $ 65,428 $ 66,808
Participants' 271,322 287,664
---------- ----------
Total contributions 336,750 354,472
---------- ----------
Net appreciation in fair value of investments 50,546 72,743
Interest and dividends 143,567 102,032
Other additions 3,748 0
---------- ----------
Total additions 534,611 529,247
---------- ----------
DEDUCTIONS:
Benefit payments 104,980 122,031
Other deductions 240 4,205
---------- ----------
Total deductions 105,220 126,236
---------- ----------
NET INCREASE 429,391 403,011
NET ASSETS AVAILABLE FOR BENEFITS
AT BEGINNING OF YEAR 1,752,971 1,349,960
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $2,182,362 $1,752,971
========== ==========
</TABLE>
See accompanying notes.
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<PAGE> 8
The Standard Products Company
(Gaylord, Michigan Plant) UAW Local 388
Collectively Bargained Savings and Retirement Plan
Notes to Financial Statements
Years Ended June 30, 2000 and 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 (Standard Products or the
Company). 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.
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
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.
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.
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The Standard Products Company
(Gaylord, Michigan Plant) UAW Local 388
Collectively Bargained Savings and Retirement Plan
Notes to Financial Statements (Continued)
Years Ended June 30, 2000 and 1999
(1) DESCRIPTION OF PLAN, continued
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
range from 8.50 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.
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.
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The Standard Products Company
(Gaylord, Michigan Plant) UAW Local 388
Collectively Bargained Savings and Retirement Plan
Notes to Financial Statements (Continued)
Years Ended June 30, 2000 and 1999
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued
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.
(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 $ 233,349 $26,173
Shares of Registered Investment Companies (182,803) 46,570
--------- -------
$ 50,546 $72,743
========= =======
</TABLE>
(4) NON PARTICIPANT-DIRECTED INVESTMENTS
Effective October 27, 1999, the Cooper Tire and Rubber Company Stock
Fund, Standard Products Company Stock Fund, and the Vanguard Prime
Money Market Fund were non participant-directed investments. Prior
to October 27, 1999, the only non participant-directed investment
was the Standard Products Company Stock 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 $116,613 $ 66,808
Interest and dividends 35,311 6,869
Net appreciation in fair value of investment 233,349 26,005
Other additions 1,624 0
Benefit payments (24,631) (19,535)
Other deductions (20) (685)
Transfer (to) from other funds (41,714) 47,441
</TABLE>
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The Standard Products Company
(Gaylord, Michigan Plant) UAW Local 388
Collectively Bargained Savings and Retirement Plan
Notes to Financial Statements (Continued)
Years Ended June 30, 2000 and 1999
(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.
(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
-------------
<S> <C>
Net assets available for benefits per the financial
statements $1,752,971
Amounts allocated to withdrawing participants
(4,016)
----------
Net assets available for benefits per the Form 5500
$1,748,955
==========
</TABLE>
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The Standard Products Company
(Gaylord, Michigan Plant) UAW Local 388
Collectively Bargained Savings and Retirement Plan
Notes to Financial Statements (Continued)
Years Ended June 30, 2000 and 1999
(7) RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500, continued
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 $ 104,980 $ 122,031
Add-Amounts allocated to withdrawing participants at June 30, 2000
and 1999 0 4,016
Less-Amounts allocated to withdrawing participants at June 30,
1999 and 1998 (4,016) (6,011)
--------- ---------
Benefits paid to participants per the Form 5500 $ 100,964 $ 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
Effective July 1, 2000, the employer matching contribution will be
invested in the Cooper Tire and Rubber Company Stock Fund.
-8-
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The Standard Products Company
(Gaylord, Michigan Plant) UAW Local 388
Collectively Bargained Savings and Retirement Plan
EIN: 34-0549970 - Plan: 014
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>
29,479 *Cooper Tire & Rubber Company Stock Fund $ 352,856 $ 327,957
23,917 *Vanguard Windsor II Fund 657,957 586,454
1,598 *Vanguard 500 Index Fund 198,612 214,355
655,112 *Vanguard Prime Money Market Fund 655,112 655,112
12,739 *Vanguard STAR Fund 220,078 224,327
86,052 *Vanguard Retirement Savings Trust 86,052 86,052
N/A *Participant Loans, interest rates ranging from 8.50% to 9.50% -- 53,529
---------- ----------
Total $2,170,667 $2,147,786
========== ==========
</TABLE>
* Represents a party-in-interest
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<PAGE> 14
The Standard Products Company
(Gaylord, Michigan Plant) UAW Local 388
Collectively Bargained Savings and Retirement Plan
EIN: 34-0549970 - Plan: 014
Schedule H, Line 4(j)-Schedule of Reportable Transactions
For the 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 $929,280 $544,761 $384,519
Purchases 45,719 45,719 N/A
Cooper Tire & Rubber Company
Purchases 352,856 352,856 N/A
Vanguard 500 Index Fund
Sales 215,666 199,729 15,937
Purchases 353,924 353,924 N/A
Vanguard Windsor II Fund
Sales 240,154 251,857 (11,703)
Purchases 369,425 369,425 N/A
Vanguard STAR Fund
Sales 45,109 44,739 370
Purchases 78,836 78,836 N/A
Vanguard Prime Money Market
Sales 253,468 253,468 --
Purchases 866,252 866,252 N/A
</TABLE>
Note: The purchase and selling price for each reportable transaction represents
its fair value at the time of acquisition or disposition.
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