Cooper Tire & Rubber Company 8-K
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): October 31, 2006
COOPER TIRE & RUBBER COMPANY
(Exact name of registrant as specified in its charter)
Commission File No. 1-4329
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DELAWARE
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34-4297750 |
(State or other jurisdiction of
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(I.R.S. employer |
incorporation or organization)
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identification no.) |
701 Lima Avenue, Findlay, Ohio 45840
(Address of principal executive offices)
(Zip code)
(419) 423-1321
(Registrants telephone number, including area code)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 7.01. Regulation FD Disclosure.
On October 31, 2006, Mr. Byron O. Pond, Chief Executive Officer of Cooper Tire & Rubber
Company, a Delaware corporation (the Company), made the following slideshow presentation at the
Gabelli Automotive Aftermarket Symposium.
Forward-Looking Statements
This presentation contains what the Company believes are forward-looking statements, as that term
is defined under the Private Securities Litigation Reform Act of 1995, regarding projections,
expectations or matters that the Company anticipates may happen with respect to the future
performance of the industries in which the Company operates, the economies of the United States and
other countries, or the performance of the Company itself, which involve uncertainty and risk.
Such forward-looking statements are generally, though not always, preceded by words such as
anticipates, expects, believes, projects, intends, plans, estimates, and similar
terms that connote a view to the future and are not merely recitations of historical fact. Such
statements are made solely on the basis of the Companys current views and perceptions of future
events, and there can be no assurance that such statements will prove to be true.
It is possible that actual results may differ materially from those projections or expectations due
to a variety of factors, including but not limited to:
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changes in economic and business conditions in the world, especially the continuation of global tensions and risks of
further terrorist incidents that currently exist; |
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increased competitive activity, including the inability to obtain and maintain price increases to offset higher production
or material costs; |
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the failure to achieve expected sales levels; |
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consolidation among the Companys competitors and customers; |
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technology advancements; |
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fluctuations in raw material and energy prices, including those of steel, crude petroleum and natural gas and the
unavailability of such raw materials or energy sources; |
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changes in interest and foreign exchange rates; |
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increases in pension expense resulting from investment performance of the Companys pension plan assets and changes in
discount rate, salary increase rate, and expected return on plan assets assumptions; |
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government regulatory initiatives, including the proposed and final regulations under the TREAD Act; |
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changes in the Companys customer relationships, including loss of particular business for competitive or other reasons; |
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the impact of labor problems, including a strike brought against the Company; |
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litigation brought against the Company; |
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an adverse change in the Companys credit ratings, which could increase its borrowing costs and/or hamper its access to the
credit markets; |
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the inability of the Company to execute the cost reduction/Asian strategies outlined for the coming year; |
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the failure of the Companys suppliers to timely deliver products in accordance with contract specifications; |
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the impact of reductions in the insurance program covering the principal risks to the Company, and other unanticipated
events and conditions; and |
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the failure of the Company to achieve the full cost reduction and profit improvement targets as set forth in a presentation
made by senior management and filed on Form 8-K on September 7, 2006. |
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.
Further information covering issues that could materially affect financial performance is contained
in the Companys periodic filings with the U.S. Securities and Exchange Commission (SEC).
Gabelli Automotive Aftermarket Symposium
October 31, 2006
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Good afternoon. It is a pleasure to be at the Gabelli Conference and have an opportunity to
update you on the progress we are making at Cooper Tire & Rubber Company.
Byron Pond, Chief Executive Officer
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Since our presentation contains information that could be considered Forward-Looking Statements
as defined by the SEC, and, since future results may differ materially from our current
projections, I encourage you to read our SEC filings for more information about our company and
its risk factors.
Safe Harbor Statement
This presentation contains forward-looking statements
related to future financial results and business operations
for Cooper Tire & Rubber Company. Actual results may
differ materially from current management forecasts and
projections as a result of factors over which the company
has no control. Information on these risk factors and
additional information on forward-looking statements are
included in the Company's reports on file with the
Securities and Exchange Commission and are set forth in
the printed copies of this presentation.
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As many of
you know, we had a management change at Cooper on August
3rd; and after being a Company
director for eight years, I became the interim CEO. Since that date, the Board has been searching
for a permanent CEO and we are currently focused on a short list of candidates. The search is being
conducted by Spencer Stuart. It is focused on executives with a background in durable goods or
automotive; a strong operating background and preferably some experience with dealer or distributor
customer organizations. We are determined to find the right person, so there is no rigid
timetable for completing this search.
CEO Search Update
Management change on August 3, 2006
Board retained Spencer Stuart to conduct the
search
Focused on finding the right person
Background in durable goods or automotive
Strong operating experience
Experience with dealer-oriented marketing structure
Currently focused on a short list of candidates
No rigid timetable for completion
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Since
August 3rd, we have been moving aggressively to turn around the Companys performance. Our
primary focus has been on North American Tire, which is about 70% of the Companys revenue. This
units performance has not been good over the past three years, so recovery here is our number one
priority.
In
September, we announced several initiatives to return Cooper to profitability. The three most
important are:
First, to bring our total inventory investment down by $100 million dollars between June of 2006
and December of 2007
Second, we want to implement by the end of 2007, $70 million in cost reductions. We expect to do
this by concentrating on SG&A spending, waste reduction, quality improvements and shorter cycle
times. Our experience with initiatives like these is they generally require low capital
investment.
Third, we expect to implement by the end of 2007 $100 million in profit improvement projects
through a soft restructuring program called Sunrise. This initiative is exclusively for North
American Tire.
Management
Objectives
Reduce inventory by $100 million dollars
Base level of June 30, 2006
Target completion by year end 2007
Implement $70 million in team based cost reductions
Target implementation by the end of 2007
Drive consolidated SG&A spending to less than 6% of revenue
Waste reduction
Quality and cycle time improvements
Implement $100 million in profit improvement projects
Project Sunrise - a soft restructuring project for N. American Tire
Target implementation by the end of 2007
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Looking first at inventory reduction. From our June, 2006 base we have reduced inventory by over
$40 million dollars. Our target is to have inventory of $406 million by the end of this year for a
cumulative reduction of $58 million. To achieve next years
target, we will limit the scope of our
traditional customer loader program called Fast Start. An important project to help accomplish
this is our plan to flex production levels at our Texarkana plant. This should enable us to meet
the seasonal peak demand with less customer loading and greatly reduce our temporary storage cost.
This inventory reduction initiative is not an easy task. We are still rebalancing inventory after
this years Fast Start program and the right mix is required to help us achieve a 6X unit
turnover in 2007. Most important, we want to accomplish this goal without the benefit of taking
out production days. In 2007 we have only three scheduled down days.
Inventory Reduction
Inventory Reduction
6/30/06 (Actual) $464.7 M
9/30/06 (Actual) $424.0 M $40.7 M
12/31/06 (Target) $406.2 M $58.5 M
12/31/07 (Target) $364.7 M $100.0 M
Inventory management strategy:
Reduce scope of "Fast Start Program"
Balance existing inventory to help achieve 6X unit
turnover
In 2007 only take production down on three planned
holidays
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Our initiative to implement $70 million in annualized cost reductions by the end of 2007 is gaining
momentum. Year-over-Year SG&A spending reductions through the budgeting process is now at $10
million. While we do have the benefit of some manufacturing tailwind in GPMS savings, there have
been gains each month. All of these cost initiatives are rolled up monthly in our global profit
management reporting system and they do not include any of the Sunrise initiatives, which we will
be presenting next.
Cost Reduction
Target: Implement $70 million in annualized cost
reduction projects by the end of 2007
($ millions)
NAT SG&A spending reduction 2007 10.0
GPMS cost reductions (excluding Sunrise) 24.3
Total targeted cost reductions 34.3
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On August
8th, the North American Tire management group was challenged to find $100 million in
profit improvement projects. This group formed a team of 25 members, who met for nine straight
days, to develop what we have designated as soft restructuring initiatives. They were required to
follow the ground rules that you see on this panel and they did an excellent job of putting
together initiatives to improve performance in marketing, distribution and manufacturing. As you
might expect the Sunrise name was their idea.
Project Sunrise
$100 million in profit improvement projects
following these guidelines:
$60 million from sales and marketing
$40 million from operations
Implement before the end of 2007
Maintain excellence in customer service
No plant closures
Reduce low end product offering and increase
premium mix
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Looking first at marketing, one of their most important initiatives is reducing product line
complexity by discontinuing redundant specs and SKUs. Culling out these products will reduce
manufacturing cost and help reverse some of the cumulative unfavorable variances we have due to
product proliferation. Our estimate is that complexity has cost us up to seven margin points in
recent years. A new complexity initiative is the consolidation of 1/3 of our product lines by the
end of 2009. We believe implementing Sunrise projects will turn complexity reduction into cost
elimination and help us regain some of our lost margin.
Sales have already closed on new business that will improve operating income by $4.8 million next
year. And, they are rewriting sales policies and programs that will improve profitability by
another $35 million.
Finally, we have eliminated a lot of low value added marketing expense. Most significant is brand
imaging media spending. While this program improved Coopers
brand recognition, it is a very long-term investment that we are replacing with more transaction oriented advertising and promotion.
Marketing Initiatives
Complexity Reduction
14% reduction in specs and 21% in SKUs
Eliminate Mastercraft UHP
Eliminate one house brand
Consolidate 1/3 of the product lines by 2009
New business: $4.8 million additional O.I.
Program adjustments: $35.0 million
Advertising and other marketing expense
reductions: $15.7 million
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In the
second quarter of 2007, we will begin the introduction of a new Cooper tire, the CS4 and
Touring LSR. This will be Coopers best tire ever. This product will perform in the range of Tier
1 tires but be a much better consumer value. CS4 will have the Companys best warranty and we
expect sales to reach 35% of our broadline mix within three years. This product will improve our
premium tire margin and net of launch costs produce $2.4 million in operating income next year.
Marketing Initiatives
CS4 and Touring LSR new product launch
Cooper's best passenger tire ever
Tier 1 performance competitive
75,000 mile warranty
Improved margin
Target mix: 35% of broadline in 3 years
Estimated $ 2.4 million in O.I. net of
launch cost
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Distribution will consolidate all Mastercraft product lines into a single warehouse for an
inventory reduction of $11.6 million and lower operating cost of $3.2 million. In addition,
improved forecasting, better storage management and the benefit of less complexity will lower
distribution cost by $13.5 million. Finally, there is the opportunity to consolidate distribution
centers for additional savings of $3.4 million.
Distribution Initiatives
Consolidate Mastercraft inventory from four distribution
centers into one
Inventory reduction: $11.6 million
Cost reduction: $3.2 million
Complexity reduction, reduced temporary storage and
improved forecasting for savings of $13.5 million
Consolidate distribution centers
Close two, open one
Eliminates unused capacity
Lower wage rates
Savings: $3.4 million
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Manufacturing will receive considerable benefit from Sunrise. As you can see, we have about 5.5
million units of excess capacity in North America. And, with a market growth rate of 2-3%, it
isnt enough to absorb new production coming from our Cooper-Kenda joint venture in China.
Cooper-Kenda production will ramp up from about a million units next year to about 6.5 million in
2009. Most of the production will be entry level tires for North America where we are under
considerable margin compression.
Manufacturing
Background
Production Capacity: 42 million tires
Based on 24/7 operations of 4 major plants
Sales: 39.4 million units
Includes 3 million units imported from LLC
N. American replacement market growth rate: 2-3%
New Cooper-Kenda China JV
Eventual first phase capacity of 6.5 million units
Planned 2007 production: 1-2 million units
Cooper receives 100% of production first five years
Producing entry level product
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We have pursued a strategy of running our four tire plants at virtually full capacity for the last
several years. Our increasing imports from low cost countries and the
Cooper-Kenda start up make
it impossible for us to continue this practice. Our new strategy is to run three plants full and
flex one. Texarkana will be our flex plant and here we will produce slower moving products in small
lot sizes. We will also keep additional high volume lines open to help meet seasonal peak demand.
This strategy will help reduce the need for customer loading programs and improve order fill.
Manufacturing
Background (cont'd)
Previous strategy was to run four plants at full
capacity
New strategy: run three full and flex one
Flex the Texarkana plant
Eventually reduce capacity by 5.3 million units
Design part to run slow moving product efficiently
Maintain high volume lines to flex for seasonal
demand
Run initially at 24/5
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We have already started the Texarkana restructuring and it will be completed in eight months. By
setting up assembly cells close to curing presses, we will shorten lead time and reduce work in
process inventory. At the same time, we will be eliminating labor in green tire and finishing
departments by automating processes. This investment will improve Texarkanas cost and help reduce
our order to dock cycle time for slow moving products.
Texarkana will build about 10 million tires this year. But in May of next year our restructuring
project will be completed. This will result in a 500 person reduction from our August, 2006
manning levels and production will drop to 8.5 million units. The run rate for Texarkana at the
end of next year will be at 6.7 million units.
Texarkana
Restructuring
Consolidate tire assembly before curing
presses
Automate green tire stocking and retrieval
system
Total investment summary
Capital $17.0 million
Savings $12.3 million
Payback 1.4 years
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In carrying out this strategy we will also invest in the three plants we expect to run 24/7. In
these plants we will focus on reducing complexity and producing the right product in the right
plant. Through automation and outsourcing our objective will be to have these plants perform as
they did before we experienced the explosion in specs and SKUs. The capital investment of $19.8
million should have a payback of 2 years. The remaining $11.9 million in savings will come from
pure labor redundancy and process improvements.
General Initiatives
Prepare remaining plants to run at full capacity
Automate labor-intense operations in Albany,
Findlay and Tupelo
Outsource maintenance
Additional manning reductions
-Capital $19.8 million
-Savings $10.1 million
-Payback 2.0 years
Off-take increases: $12.8 million
Other initiatives savings: $11.9 million
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Finally, here is the Sunrise scorecard to date. We have identified projects that have an estimated
value of over $125 million. Most important, we have implemented initiatives with staggered start
dates that have an annualized value of $34.9 million. Because of the costs associated with the
start up of many of these projects, we will only realize about $42 million of operating income from
Sunrise in 2007. However, our profit improvement run rate at year end is expected to be $100
million. Right now, we are forecasting Sunrise to be cash positive by $30 million next year, so we
will be getting some working capital benefit.
Sunrise Scorecard
Savings Value
Target Implemented
Sales & Marketing $57.9 $31.1
Distribution 20.2 N/A
Manufacturing 47.1 3.8
Total $125.2 $34.9
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As you
know, we are starting to develop a presence in China. Our objective
is to use low-cost
product from China to increase our margin in North America. In addition we will also be increasing
penetration in the local market through Cooper Chengshan.
We have a 50/50 joint venture with Kenda Tire Company of Taiwan to construct a new plant, which
will start producing tires for export in January. All of the production from this JV will be
available to Cooper for the next five years. We will use this product in North America and Europe
to improve margin on entry level tires.
Cooper Chengshan Passenger Tire Co. and Cooper Chengshan Tire Company, located in Rongchen City in
Northeastern China, are joint ventures in each of which we have a 51% stake. For convenience, we
refer to them jointly as Cooper Chengshan. Chengshan is one of the top ten tire producers in
China, where they have over 300 tire manufacturing companies. This month we are introducing the
Cooper brand of light vehicle tires into the local market using the Chengshan distribution network.
We think we are well positioned to grow with, or even slightly faster than the total market in
China.
China
Cooper-Kenda
50/50 joint venture with Kenda
Greenfield plant
First phase capacity of 6.5 million units
Planned 2007 production: 1-2 million units
Cooper receives 100% of production first five years
Producing entry level product
On track to begin production in January 2007
Cooper Chengshan Passenger Tire Company and
Cooper Chengshan Tire Company
Cooper has 51% controlling stake in each
Operations are performing to expectations
Expanding production to meet increasing demand
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One of the biggest challenges in the tire industry recently has been the relentless increase in raw
material prices. As you can see in this cost index chart, the increase has been staggering.
Recently, we have been seeing some softening in natural rubber prices and petroleum based materials
used in our production. It appears that the third quarter will be the peak in our raw material
index and we should see improvement in Q4 and Q1 of next year. Since we are on LIFO, lower
material prices should quickly translate into improved margin.
Raw Materials
1Q02 2Q02 3Q02 4Q02 1Q03 2Q03 3Q03 4Q03 1Q04 2Q04 3Q04 4Q04 1Q05 2Q05 3Q05 4Q05 1Q06 2Q06 3Q06 4Q06 est.
89.6 91.3 95.2 96.5 98.8 104.2 101.3 108 110.5 112.7 117.4 121 129.8 137.4 139.1 147 150.5 155.5 165.4 162.4
Base 100 = January 2001
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Pricing in the tire industry has remained fairly rational over the past couple of quarters. This
is in spite of weak consumer demand and high manufacturing inventories. Our latest price increase
was implemented on October 1 and previously we increased prices by 3% in July. So far, prices
appear to be holding and they are enabling us to recover about 90% of the increased raw material
costs incurred this year.
Pricing
Latest price increase implemented
October 1 (1- 5%)
Pricing for the industry overall appears to
be fairly rational
All major manufacturers are raising prices to
offset increasing costs
Pricing is also holding in the face of lower
consumer demand and high manufacturer
inventories
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We expect capital spending to be about $200 million for the full year. In Asia, we plan spending
of $88 million, which includes investments in the new Cooper-Kenda plant and some added capacity
for Cooper Chengshan. Since these are joint venture companies, Cooper will be responsible for
about 50% of the investment.
While we have not yet completed our capital plan for 2007, we expect to spend less than
depreciation in North America and Europe. However, there will be some expansion spending in both
of our Asian plants.
CAPEX
Current expectations for 2006
North America and Europe: $112 million
Asian joint ventures $ 88 million
2007 Initial Submissions
Below depreciation in North America and
Europe
Less than depreciation except for proposed
expansions in Asia
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What about liquidity?
We currently have a $175 million revolving credit facility, which expires in August 2008. It is
used to support letters of credit and short-term borrowings.
In August, we executed an accounts receivable securitization program for an additional $175
million. This facility has an initial term of three years and it contains renewal options.
Both facilities were undrawn at September 30, 2006.
A possible future consideration could be to enter into an asset backed credit agreement secured by
unpledged receivables, inventory and possibly some fixed assets. However, no commitments have been
made at this time.
As you
probably know, we have a $107 million investment in Kumho that we could monetize in February,
2008. Finally, as a reference point, we do have a senior note payment of $192 million due in
December, 2009.
Primary Credit Lines
(millions)
Revolver:
Expires 8-08 $175 $0
Accounts Receivable
Securitization: Exp. 8-09 175 0
Total $350 $0
Future Consideration: Possible asset backed loan
primarily inventory, limited fixed assets and unpledged
receivables
$175 - $250 million to replace the revolver if needed
Maximum
Drawn
9/30/06
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In conclusion, we are working hard to turn Cooper around and achieve more acceptable levels of
profitability. We have been doing this in a weak U.S market with unit volume down about 4.6%
through September. But, things have been improving in recent months and most people feel the
replacement market should be up over 2% next year. Fortunately, our market share has been holding,
to slightly improving, and this should give us some momentum going into the New Year.
The ramp up of our new plant in China will start to improve our overall cost structure in North
America. And, we are confident we can continue to count on Chengshan to grow profitably in their
home market.
Our liquidity is sufficient to get us through the implementation of the initiatives we have talked
about today and we would expect to begin generating sufficient cash to sustain our growth in 2008.
Thank you for your time and I will take questions.
Gabelli Automotive Aftermarket Symposium
October 31, 2006
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The
information contained in this Current Report on Form 8-K, including
the information above, is being furnished to the Securities and
Exchange Commission and shall not be deemed to be filed
for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that
Section. Furthermore, the information contained in this Current
Report on Form 8-K shall not be deemed to be incorporated by
reference into any registration statement or other document filed
pursuant to the Securities Act of 1933, as amended.
SIGNATURES
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.
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COOPER TIRE & RUBBER COMPANY |
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By:
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/s/ James E. Kline |
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Name:
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James E. Kline |
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Title:
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Vice President, General Counsel and Secretary |
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Date: October 31, 2006 |
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