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): May 15, 1998
COOPER TIRE & RUBBER COMPANY
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or other Jurisdiction of Incorporation or Organization)
1-4329 34-4297750
(Commission File Number) (I.R.S. Employer 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)
(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On February 10, 1998, the Board of Directors of the Registrant
(the "Board") authorized the amendment and restatement of its stockholder rights
plan, dated May 27, 1988, resulting in an Amended and Restated Rights Agreement,
dated May 11, 1998 (the "Amended Rights Agreement"), between the Registrant and
The Fifth Third Bank, as rights agent.
The Amended Rights Agreement was adopted in the normal course
of updating and extending the predecessor stockholder rights plan which was
scheduled to expire on May 27, 1998 and not in response to any acquisition
proposal.
In the Amended Rights Agreement, the Registrant has extended
the expiration date of its stockholder rights plan to May 11, 2008, and has
amended it to reflect prevailing stockholder rights plan terms. These amendments
include, without limitation, the following: (a) the threshold beneficial
ownership level of the common stock which triggers (i) the exercise of the
rights, (ii) the "flip-in" feature of the rights and (iii) the "flip-over"
feature of the rights has been reduced from 20% to 15%; (b) the threshold
beneficial ownership level of the common stock sought in a commenced or in an
announced tender or exchange offer that triggers the exerciseability of the
rights has been lowered from 30% to 15%; and (c) the independent director
provision in the predecessor stockholder rights plan has been omitted from the
Amended Rights Agreement.
A copy of the Amended Rights Agreement is attached hereto as
Exhibit 4 and is incorporated herein by reference. The foregoing discussion does
not purport to be complete and is qualified in its entirety by reference to such
Exhibit.
Item 7. Exhibits.
Exhibit 4 Form of Amended and Restated Rights Agreement
dated as of May 11, 1998, between the
Registrant and The Fifth Third Bank, as rights
agent, including Form of Rights Certificate as
Exhibit A, Summary of Rights to purchase
Preferred Stock as Exhibit B and the Form of
Certificate of Designation for the Preferred
Stock as Exhibit C.
Exhibit 99 Form of Press Release, dated May 15, 1998.
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SIGNATURE
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 duly hereunto authorized.
COOPER TIRE & RUBBER COMPANY
By: /s/ Stan C. Kaiman
------------------------------------------
Name: Stan C. Kaiman
Title: Secretary
Date: May 15, 1998
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EXHIBIT INDEX
Exhibit Description
4 Form of Amended and Restated Rights Agreement
dated as of May 11, 1998, between the Registrant
and The Fifth Third Bank, as rights agent,
including Form of Rights Certificate as Exhibit
A, Summary of Rights to purchase Preferred Stock
as Exhibit B and the Form of Certificate of
Designation for the Preferred Stock as Exhibit
C.
99 Form of Press Release, dated May 15, 1998.