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): July 30, 2007
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
of Incorporation)
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(Commission
File Number)
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(IRS Employer
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) |
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Registrant’s telephone number, including area code:
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(419) 423-1321 |
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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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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On
July 30, 2007, Cooper Tire & Rubber Company, a Delaware corporation (the “Company”),
entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Michelin North America,
Inc., a New York corporation (the “Buyer”), to purchase all of the issued and outstanding capital
stock of Oliver Rubber Company, a California corporation and wholly owned subsidiary of the Company, and its subsidiaries (“Oliver Rubber”). Oliver Rubber, which has annual sales of approximately $100 million, produces
tread rubber and retreading equipment.
The Purchase Agreement provides that the Company will receive gross proceeds of $69 million
for the sale of 100% of the issued and outstanding Oliver Rubber capital stock (the “Transaction”).
As part of the Transaction, the Company will also transfer the Salisbury Machine Company division
to the Buyer and will enter into a transition services agreement with the Buyer for a period of up
to 6 months following the closing of the Transaction. Under the Purchase Agreement, the Company
has agreed to indemnify the Buyer for certain matters. Such indemnification has an initial
threshold of $2.5 million, is capped at $69 million, and will not apply to losses equal to or less
than $25,000. The Purchase Agreement also contemplates a working capital adjustment after closing.
The closing of the Transaction, which the Purchase Agreement contemplates will occur no later
than September 30, 2007, is subject to customary closing conditions, regulatory approvals, including under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the completion of a Phase II environmental investigation by the
Buyer at Oliver Rubber’s Asheboro facility the results of which investigation must be satisfactory
to the Buyer.
The Company and the Buyer currently have certain business relationships. The Company currently supplies
the Buyer with certain rubber mixes and finished tread rolls.
The summary of the Purchase Agreement and the Transaction described above is qualified in its
entirety by reference to the Company's press release, which press
release is filed by the Company
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit Number |
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Description |
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99.1
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Press release, dated July 31, 2007 |
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