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): March 9, 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
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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.):
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))
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 agreed to 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 agreed 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. This transaction
was reported on a Current Report on Form 8-K filed by the Company on August 31, 2006.
On November 30, 2006, the Company, CRLLC and PNC Bank, National Association, amended the
calculation of the percentage of consolidated indebtedness to consolidated capitalization covenant
in the $175 million accounts receivable securitization facility pursuant to a First Amendment to
Receivables Purchase Agreement by and among the Company, CRLLC, Market Street Funding LLC (“Market
Street”) and PNC Bank, National Association (the “First Amendment to Receivables Purchase
Agreement” and, the Receivables Purchase Agreement, as amended by the First Amendment to
Receivables Purchase Agreement, the “Amended Receivables Purchase Agreement”). This amendment was
made in anticipation of the adoption of Financial Accounting Standards Board Statement No. 158,
“Employers’ Accounting for Defined Benefit Pension and Other Post Retirement Plans, as of December
31, 2006.” This amendment was reported on a Current Report on Form 8-K filed by the Company on
December 1, 2006.
As of March 9, 2007, the Company, CRLLC, Market Street and PNC Bank, National Association
entered into a Second Amendment to Receivables Purchase Agreement (the “Second Amendment to
Receivables Purchase Agreement”) by which the parties amended the definition of “Specifically
Reserved Dilution Amount” contained in the Amended Receivables Purchase Agreement and the Company
and CRLLC renewed certain representations and warranties.
The summary of the Second Amendment to Receivables Purchase Agreement described above is
qualified in its entirety by reference to the Second Amendment to Receivables Purchase Agreement
attached hereto as Exhibit 10.1 and incorporated herein by reference.
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