As filed with the Securities and Exchange Commission on June 26, 2000
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):
June 23, 2000
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)
The Exhibit Index is located at page 3.
1
<PAGE>
Item 5. Other Events
------ ------------
Cooper Tire & Rubber Company announced that it has reached a
definitive agreement to sell all of the shares of its Holm
Industries, Inc. subsidiary to a unit of Madison Capital Partners.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
------ ------------------------------------------------------------------
(c) Exhibits. The following exhibit is filed herewith:
Exhibit No. Description
----------- -----------
99 Cooper Tire & Rubber Company press release issued
June 23, 2000
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COOPER TIRE & RUBBER COMPANY
By: /S/ Richard N. Jacobson
----------------------
RICHARD N. JACOBSON
Assistant General Counsel
Assistant Secretary
June 26, 2000
--------------
(Date)
2
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT DESCRIPTION
------- -----------
99 Cooper Tire & Rubber Company press release issued June 23, 2000
3
<PAGE>
Exhibit 99
COMPANY CONTACT: Roger S. Hendriksen FOR IMMEDIATE RELEASE
(419) 427-4768 June 23, 2000
COOPER TIRE & RUBBER COMPANY TO SELL ADDITIONAL UNITS OF PLASTICS DIVISION
--------------------------------------------------------------------------
FINDLAY, OHIO, June 23, 2000 - COOPER TIRE & RUBBER COMPANY (NYSE: CTB) today
announced that it has reached a definitive agreement to sell all of the shares
of its Holm Industries, Inc. subsidiary to a unit of Madison Capital Partners,
a Chicago-based investment firm with holdings in plastics and capital
equipment.
Holm, which had revenues of approximately $120 million in 1999, is a leading
producer of extruded plastic sealing products for the appliance and
construction industries. Holm is also a leading producer of corrugated plastic
tubing for the appliance and automotive industries through its OEM/Miller
business unit, which is included in the sale. Holm is the largest business
unit in Cooper Tire & Rubber Company's Plastics Division, which Cooper
previously announced would be sold.
Terms of the transaction, including the purchase price, were not disclosed,
although the company did say that the consideration would be paid primarily in
cash at the closing. The sale is expected to close by June 30.
Commenting on the pending sale, Thomas A. Dattilo, Cooper's chairman,
president and CEO, said, "This sale represents an important piece in the
execution of our plan to divest our Plastics Division. The attractive price to
be received for this business will benefit our shareholders, and our ability
to complete the transaction in a timely fashion will allow us to focus all of
our resources on creating value in our core tire and automotive parts
businesses."
The company will continue its efforts to sell the remaining portion of its
Plastics Division, which now consists only of its extruded plastic trim
operations. Related announcements could be made in the third quarter.
Company Description
Cooper Tire & Rubber Company is headquartered in Findlay, Ohio and specializes
in the manufacture and marketing of automotive products. Products for
Cooper's Tire Group include automotive, motorcycle and truck tires, inner
tubes, tread rubber and equipment. In the Automotive Group, Cooper is an
original equipment supplier of sealing, trim, NVH control systems and fluid
handling systems for the automotive industry in North America, Europe,
Australia 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 25,000 employees and 77 manufacturing facilities in 13
countries. For more information, visit the Company's web site at
www.coopertire.com.
Forward-Looking Statements
This report contains "forward-looking statements," as that term is defined
under the Private Securities Litigation Reform Act of 1995, regarding
expectations for future financial performance, which involve uncertainty and
risk. It is possible the Company may not close the transaction by the date
estimated or at all.
4
<PAGE>
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
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.
Further information covering issues that could materially affect financial
performance is contained in the Company's periodic filings with the U.S.
Securities and Exchange Commission.
5
