As filed with the Securities and Exchange Commission on December 30, 2004
Registration No. 33-47979
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COOPER TIRE & RUBBER COMPANY
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 34-4297750
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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701 Lima Avenue
Findlay, Ohio 45840
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(Address of Principal Executive Offices) (Zip Code)
COOPER TIRE & RUBBER COMPANY
PRE-TAX SAVINGS PLAN AT THE AUBURN PLANT
(Full Title of the Plan)
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James E. Kline, Esq.
Vice President, General Counsel and Secretary
Cooper Tire & Rubber Company
701 Lima Avenue
Findlay, Ohio 45840
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(Name and Address of Agent for Service)
(419) 423-1321
(Telephone Number, Including Area Code, of Agent For Service)
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This Post-Effective Amendment No. 1 is being filed solely to
remove from registration securities that were registered and will not be issued.
This Post-Effective Amendment No. 1 to the Registration Statement shall become
effective upon filing with the Securities and Exchange Commission pursuant to
Rule 464 under the Securities Act of 1933.
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Part II
Termination of Registration
Cooper Tire & Rubber Company (the "Registrant") filed its Registration
Statement No. 33-47979 on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission on May 14, 1992 with respect to the
registration of 10,000 of the Company's Common Shares, $1 par value per share
(the "Common Shares"), which were to be issued to employees under the
Registrant's Pre-Tax Savings Plan at the Auburn Plant (the "Plan").
The Company will no longer issue Common Shares under the Plan. Pursuant to
the undertaking included in the Registration Statement, this Post-Effective
Amendment No. 1 is being filed to remove from registration the Common Shares
that have not been issued under the Plan and, accordingly, remain unsold upon
termination of the offering pursuant to the Plan.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to Registration Statement No. 33-47979 on Form S-8
("Post-Effective Amendment No. 1") to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Findlay, State of Ohio,
on December 23, 2004.
COOPER TIRE & RUBBER COMPANY
By: /s/Philip G. Weaver
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Philip G. Weaver, Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 has been executed by the following persons in the
capacities indicated as of December 23, 2004.
Signature Title
/s/Thomas A. Dattilo Chairman of the Board, President, Chief Executive
-------------------------- Officer and Director (principal executive officer)
Thomas A. Dattilo
/s/Philip G. Weaver Vice President and Chief Financial Officer (principal
-------------------------- financial officer)
Philip G. Weaver
/s/Eileen B. White Corporate Controller (principal accounting officer)
--------------------------
Eileen B. White
/s/Arthur H. Aronson Director
--------------------------
Arthur H. Aronson
/s/Laurie B. Breininger Director
--------------------------
Laurie B. Breininger
/s/Dennis J. Gormley Director
--------------------------
Dennis J. Gormley
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/s/John J. Holland Director
--------------------------
John J. Holland
/s/John F. Meier Director
--------------------------
John F. Meier
/s/Byron O. Pond Director
--------------------------
Byron O. Pond
/s/John H. Shuey Director
--------------------------
John H. Shuey
/s/Richard L. Wambold Director
--------------------------
Richard L. Wambold
THE PRE-TAX SAVINGS PLAN AT THE AUBURN PLANT. Pursuant to the requirements
of the Securities Act, the plan administrator has duly caused this
Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Findlay, State of Ohio, on December
23, 2004.
PRE-TAX SAVINGS PLAN AT THE AUBURN PLANT
By: /s/Philip G. Weaver
---------------------------------------------
Philip G. Weaver
By: /s/Stephen O. Schroeder
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Stephen O. Schroeder
By: /s/Charles F. Nagy
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Charles F. Nagy
As members of the Pre-Tax Savings Plan Committee
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