SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 17, 2010
COOPER TIRE & RUBBER COMPANY
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
701 Lima Avenue, Findlay, Ohio 45840
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: 419-423-1321
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:
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
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
On March 17, 2010, Cooper Tire & Rubber Company (the Company) entered into a settlement
agreement with Cooper Standard Holdings, Inc., et al. to resolve an adversary proceeding in the
U.S. Bankruptcy Court for the District of Delaware.
The settlement agreement is the result of litigation that began on August 3, 2009, when the
Companys former auto-parts subsidiary, Cooper-Standard Automotive Inc. (CSA), along with CSAs
parent company, Cooper-Standard Holdings Inc. (CSA-Holdings), and eleven of CSAs subsidiaries,
filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S.
Bankruptcy Court for the District of Delaware. On August 4, 2009, CSAs wholly owned Canadian
subsidiary, Cooper Standard Automotive Canada Limited (CSA-Canada), a former indirect subsidiary
of the Company, filed for similar protection in Ontario, Canada. On August 19, 2009, the Company
commenced an adversary proceeding against CSA and CSA-Holdings in the U.S. Bankruptcy Court for the
District of Delaware, and subsequently named CSA-Canada as an additional defendant in the adversary
If the settlement agreement is approved by the Court and becomes final and non-appealable, CSA
will then become obligated under the settlement agreement to pay the Company approximately $17.6
million. Under the settlement agreement, CSA also must obtain a release of the Company from all
liability in connection with the Companys guaranty of a lease for certain property in
Surgoinsville, Tennessee, or alternatively, cause a letter of credit to be issued for the benefit
of the Company in the initial amount of $7 million which will be reduced by $1 million annually.
The letter of credit will be payable to the Company for amounts that the Company is called upon to
pay in connection with the Companys guaranty. The settlement agreement also provides that the
Company has no obligation for any payments made under a pension plan covering certain employees of
a former subsidiary.
When CSA has satisfied these conditions, the Company is obligated to request the dismissal of
all proceedings related to this matter. All parties have agreed to certain mutual releases.
Certain limited obligations under a 2004 stock purchase agreement by
which CSA-Holdings acquired CSA and CSA-Canada will remain in force.
On March 19, 2010, the Company received an adverse jury verdict in a trial in the Iowa
District Court for Polk County. The jury found that the Company was liable for a vehicle accident
allegedly caused by tire failure involving tread separation. The jury awarded damages
of approximately $33 million. The Company believes
that a number of legal rulings were in error, and the Company intends to pursue post-verdict
relief, including appeal.
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.
||COOPER TIRE & RUBBER COMPANY
||/s/ Jack Jay McCracken
||Jack Jay McCracken
Date: March 24, 2010