Cooper Tire & Rubber Co – ‘POS AM’ on 11/5/99

On:  Friday, 11/5/99   ·   Accession #:  950152-99-8664   ·   File #:  333-86559

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Cooper Tire & Rubber Company Form POS AM               3     19K 

POS AM
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 4, 1999

                                                      REGISTRATION NO. 333-86559
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933
------------------------

COOPER TIRE & RUBBER COMPANY
(Exact Name of Registrant as Specified in Its Charter)

                                                        [Enlarge/Download Table]
                                                                                     
           DELAWARE                          3011                    34-4297750      
(State or Other Jurisdiction of  (Primary Standard Industrial     (I.R.S. Employer   
Incorporation or Organization)    Classification Code Number)  Identification Number)

701 LIMA AVENUE 
FINDLAY, OHIO 45840 
(419) 423-1321
(Address, including zip code, and telephone number, including area code, of 
Registrant's principal executive offices) 

RICHARD D. TEEPLE, ESQ. 
VICE PRESIDENT AND GENERAL COUNSEL
701 LIMA AVENUE 
FINDLAY, OHIO 45840 
(419) 423-1321
(Name, address, including zip code, and telephone number, including area code,
of agent for service) 
------------------------

COPIES TO:

                                                                [Download Table]
                                                                        
  DAVID P. PORTER, ESQ.                         R. STEVEN KESTNER, ESQ. 
JONES, DAY, REAVIS & POGUE                       BAKER & HOSTETLER LLP  
       NORTH POINT                             3200 NATIONAL CITY CENTER
   901 LAKESIDE AVENUE                           1900 EAST NINTH STREET 
  CLEVELAND, OHIO 44114                          CLEVELAND, OHIO 44114  
      (216) 586-3939                                 (216) 621-0200     

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: The merger
of a wholly owned subsidiary of the registrant with and into The Standard       
Products Company was consummated on October 27, 1999 as an all cash transaction 
and no common shares of the registrant were, or will be, issued.                

If the securities being registered on this form are being offered in    
connection with the formation of a holding company and there is compliance with 
General Instruction G, check the following box. [ ]                             

If this Form is filed to register additional securities for an offering 
pursuant to Rule 462(b) under the Securities Act, check the following box and   
list the Securities Act registration statement number of the earlier effective  
registration statement for the same offering. [ ]                               

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. [ ]                                                      
------------------------

   THIS POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-4
(REG. NO. 333-86559) WILL BECOME EFFECTIVE IN ACCORDANCE WITH THE PROVISIONS OF 
SECTION 8(c) OF THE SECURITIES ACT OF 1933.                                     

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DEREGISTRATION OF SECURITIES

    Pursuant to the terms of an Agreement and Plan of Merger, dated as of July
27, 1999 among Cooper Tire & Rubber Company, The Standard Products Company and  
CTB Acquisition Company, a wholly owned subsidiary of Cooper, on October 27,    
1999, a merger of CTB with and into Standard was consummated and Standard       
shareholders received merger consideration of $36.50 in cash for each of their  
Standard common shares. As a result, no shares of Cooper common stock were or   
will be issued in connection with the merger. Therefore, in accordance with     
undertaking (9) of Cooper set forth in Cooper's registration statement on Form  
S-4 (Reg. No. 333-86559), declared effective on September 15, 1999, Cooper is   
filing this post-effective amendment no. 1 to deregister the 15,169,000 shares  
of its common stock, par value $1.00 per share and the associated 15,169,000    
preferred share purchase rights, which would, if the stock election merger of   
Standard with and into Cooper had occurred, have been issuable to holders of    
Standard common shares (a) as merger consideration or (b) upon the exercise of  
options to purchase Cooper common stock issuable upon the conversion of any     
options to purchase Standard common shares outstanding at the time of such stock
election merger.                                                                

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Cooper has duly
caused this Post-Effective Amendment to Registration Statement 333-86559 to be  
signed on its behalf by the undersigned, thereunto duly authorized, in the City 
of Findlay, State of Ohio, on November 4, 1999.                                 

                                COOPER TIRE & RUBBER COMPANY

                             By: /s/ RICHARD D. TEEPLE
                                            ------------------------------------
                             Richard D. Teeple
                                              Vice President and General Counsel

Pursuant to the requirements of the Securities Act of 1933, this      
Post-Effective Amendment to Registration Statement 333-86559 has been signed by 
the following persons in the capacities and on the dates indicated.             

                                                        [Enlarge/Download Table]

            SIGNATURE                             TITLE                       DATE      
            ---------                             -----                       ----      
                                                                                        
                *                   Chairman of the Board, Chief        November 4, 1999
----------------------------------  Executive Officer and Director                      
        Patrick W. Rooney           (Principal Executive Officer)                       

                *                   Vice President and Chief Financial  November 4, 1999
----------------------------------  Officer (Principal Financial                        
         Philip G. Weaver           Officer)                                            

                *                   Corporate Controller (Principal     November 4, 1999
----------------------------------  Accounting Officer)                                 
         Eileen B. White                                                                

                *                   President, Chief Operating Officer  November 4, 1999
----------------------------------  and Director                                        
        Thomas A. Dattilo                                                               

                *                   Vice President and Director         November 4, 1999
----------------------------------                                                      
            John Fahl                                                                   

                *                   Director                            November 4, 1999
----------------------------------                                                      
        Arthur H. Aronson                                                               

                *                   Director                            November 4, 1999
----------------------------------                                                      
         Edsel D. Dunford                                                               

                *                   Director                            November 4, 1999
----------------------------------                                                      
          Dennis Gormley                                                                

                                    Director                            November 4, 1999
----------------------------------                                                      
          John F. Meier                                                                 

                *                   Director                            November 4, 1999
----------------------------------                                                      
          Byron O. Pond                                                                 

                *                   Director                            November 4, 1999
----------------------------------                                                      
          Deborah Fretz                                                                 

                *                   Director                            November 4, 1999
----------------------------------                                                      
            John Shuey                                                                  

---------------                                                                 

* The undersigned, pursuant to a Power of Attorney executed by a majority of the
Directors and officers identified above and filed with the Securities and   
 Exchange Commission, by signing his name hereto, does hereby sign and execute
  this Post-Effective Amendment to Registration Statement 333-86559 on behalf of
each of the persons noted above, in the capacities indicated.               

November 4, 1999                                                                
By /s/ RICHARD D. TEEPLE                                                        
-------------------------------------------------------                   
Richard D. Teeple, Attorney-in-Fact                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘POS AM’ Filing		Date		First		Last			Other Filings
Filed on:		11/5/99							8-K
		11/4/99		1		3
		10/27/99		1		2
		9/15/99		2
		7/27/99		2
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