As filed with the Securities and Exchange Commission on February 11, 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):
January 28, 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.
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Item 2. Acquisition of Assets
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On January 28, 2000 Cooper Tire & Rubber Company completed the previously
announced acquisition of the automotive fluid handling division of Invensys
plc, commonly known as Siebe Automotive, for a purchase price of $244.5
million, which was financed using the Company's existing short-term borrowing
arrangements. The purchase price and other terms of the acquisition were
determined through arm's length negotiations between the Company and Invensys
plc.
Additional information on this acquisition may be obtained from the Company's
press releases issued November 23, 1999, as filed on its Form 8-K dated of the
same date, and January 28, 2000, which are hereby incorporated by reference
and included as Exhibits 99.1 and 99.2 of this report on Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits. The following exhibits are filed herewith:
Exhibit No. Description
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99.1 Cooper Tire & Rubber Company press release issued
November 23, 1999
99.2 Cooper Tire & Rubber Company press release issued
January 28, 2000
SIGNATURES
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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/ Eileen B. White
----------------------
Corporate Controller
(Principal Accounting Officer)
February 11, 2000
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(Date)
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION
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(99.1) Cooper Tire & Rubber Company press release issued November 23, 1999
(99.2) Cooper Tire & Rubber Company press release issued January 28, 2000
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Exhibit (99.1)
COMPANY CONTACT: PHILIP G. WEAVER FOR IMMEDIATE RELEASE
419-424-4320 NOVEMBER 23, 1999
COOPER TIRE & RUBBER COMPANY TO ACQUIRE
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AUTOMOTIVE FLUID HANDLING DIVISION OF INVENSYS
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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.
(continued)
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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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Exhibit (99.2)
COMPANY CONTACT: PHILIP G. WEAVER FOR IMMEDIATE RELEASE
419-424-4320 JANUARY 28, 2000
COOPER TIRE & RUBBER COMPANY FINALIZES ACQUISITION
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OF SIEBE AUTOMOTIVE
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FINDLAY, OHIO, JANUARY 28, 2000 - COOPER TIRE & RUBBER COMPANY (NYSE:CTB)
today completed the previously announced acquisition of the automotive fluid
handling division of Invensys plc., commonly known as Siebe Automotive for a
purchase price of $244.5 million, which was financed using the Company's
existing short-term borrowing arrangements.
Commenting on the merger, Thomas Dattilo, president and chief operating
officer, said, "We are excited to add Siebe Automotive to our organization.
The integration of Siebe with Cooper hose allows us to provide complete fluid
systems to our customers."
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 retreading equipment. 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 24,000 employees and 71 manufacturing facilities in thirteen countries.
For more information, visit the company's web site at: www.coopertire.com.
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