UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 30, 2006
COOPER TIRE & RUBBER COMPANY
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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1-04329
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34-4297750 |
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| (State or Other Jurisdiction
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(Commission
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(IRS Employer |
| of Incorporation)
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File Number)
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Identification No.) |
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| 701 Lima Avenue, Findlay, Ohio
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45840 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (419) 423-1321
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2.):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On August 30, 2006, Cooper Tire & Rubber Company, a Delaware corporation (the “Company”),
established a $175 million accounts receivable securitization facility. Pursuant to a Purchase and
Sale Agreement, dated as of August 30, 2006 (the “Purchase and Sale Agreement”), by and among the
Company, Oliver Rubber Company, a California corporation and wholly-owned subsidiary of the Company
(“Oliver”), and Cooper Receivables LLC, a
Delaware limited liability company and wholly-owned subsidiary of the Company (“CRLLC”), the
Company will sell certain of its and Oliver’s domestic trade receivables, on a continuous basis, to
CRLLC in exchange for cash or a short-term note. In turn, CRLLC intends to sell from time to time
senior undivided ownership interests in the purchased trade receivables, without recourse, to PNC
Bank, National Association pursuant to a Receivables Purchase Agreement, dated as of August 30,
2006 (the “Receivables Purchase Agreement”), for the benefit of the purchasers named in such
Receivables Purchase Agreement. The beneficial owners of these senior undivided ownership
interests will receive payment of collections received on the purchased trade receivables, less
certain fees and discounts, according to their respective ownership interests. The Company will
act as the servicer of the purchased trade receivables, and will be compensated for doing so on
terms generally consistent with what would be charged by an unrelated servicer. The accounts
receivable securitization facility expires in August 2009. At the present time, no receivables
have been sold to CRLLC.
The summary of the accounts receivable securitization facility described above is qualified in
its entirety by reference to the Purchase and Sale Agreement and the Receivables Purchase Agreement
attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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Exhibit Number |
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Description |
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10.1
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Purchase and Sale Agreement, dated as of August 30, 2006, by and among Cooper
Tire & Rubber Company, Oliver Rubber Company and Cooper Receivables LLC |
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10.2
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Receivables Purchase Agreement, dated as of August 30, 2006, by and among
Cooper Receivables LLC, Cooper Tire & Rubber Company, PNC Bank, National Association, and the
various purchaser groups from time to time party thereto |
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