CUSIP No. 216831107 | 13G/A | Page 1 of 5 Pages |
UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
SCHEDULE 13G/A |
Under the Securities Exchange Act of 1934 |
(Amendment No. 3)* |
Cooper Tire and Rubber Co. |
(Name of Issuer) |
Common Stock, $1 par value |
(Title of Class of Securities) |
216831107 |
(CUSIP Number) |
December 31, 2010 |
(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
x Rule 13d-1(b) |
¨ Rule 13d-1(c) |
¨ Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form |
with respect to the subject class of securities, and for any subsequent amendment containing |
information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the |
purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the |
liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see |
the Notes). |
CUSIP No. 216831107 | 13G/A | Page 2 of 5 Pages |
1. Name of Reporting Persons. | |
I.R.S. Identification No. of above persons (entities only). | |
Delaware Charter Guarantee & Trust Company dba Principal Trust Company as | |
Trustee for the Cooper Tire & Rubber Company Pre-Tax Savings Plan-Findlay, the | |
Cooper Tire & Rubber Company Spectrum Investment Savings Plan and the Cooper Tire | |
& Rubber Company Pre-Tax Savings Plan-Texarkana, IRS No. 51-0099493. | |
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2. Check the Appropriate Box if a Member of a Group: | |
(a) ¨ | |
(b) ¨ | |
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3. SEC Use Only | |
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4. Citizenship or Place of Organization: | |
Delaware | |
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Number of Shares Beneficially Owned by Each Reporting Person With: | |
5. Sole Voting Power: | |
0 | |
Number of | 6. Shared Voting Power: |
Shares | 3,513,514 |
Beneficially | |
Owned By | 7. Sole Dispositive Power: |
Each | 0 |
Reporting | |
Person With: | 8. Shared Dispositive Power: |
3,513,514 | |
9. Aggregate Amount Beneficially owned by Each Reporting Person | |
3,513,514 | |
10. Check if Aggregate Amount in Row (9) Excludes Certain Shares: | |
¨ | |
11. Percent of Class Represented by Amount in Row (9): | |
5.70% | |
12. Type of Reporting Person: | |
EP | |
CUSIP No. 216831107 | 13G/A | Page 3 of 5 Pages |
Item 1. | |||
(a) Name of Issuer: | Cooper Tire and Rubber Company | ||
(b) Address of Issuers Principal Executive Offices: | 701 Lima Ave | ||
Findlay, OH 45840-2315 | |||
Item 2. | |||
(a) (c) Name, Principal Business Address and Citizenship of Person Filing: | |||
Delaware Charter Guarantee & Trust Company dba Principal Trust Company as Trustee | |||
for the Cooper Tire & Rubber Company Pre-Tax Savings Plan-Findlay, the Cooper Tire & | |||
Rubber Company Spectrum Investment Savings Plan and the Cooper Tire & Rubber | |||
Company Pre-Tax Savings Plan-Texarkana | |||
1013 Centre Road | |||
Wilmington, Delaware 19805 | |||
Citizenship: | Delaware | ||
(d) Title of Class of Securities: | Common Stock, $1 par value | ||
(e) CUSIP Number: | 216831107 | ||
Item 3. If this statement is filed pursuant to Rule 13D-1(b) or 13D-2(b) or (c), check whether the | |||
person filing is a: | |||
(f) x An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | |||
Item 4. Ownership - Provide the following information regarding the aggregate number and | |||
percentage of the class of securities of the issuer identified in Item 1. | |||
(a) The Cooper Tire & Rubber Company Pre-Tax Savings Plan-Findlay (Findlay Plan), the | |||
Cooper Tire & Rubber Company Spectrum Investment Savings Plan (Spectrum Plan) and | |||
the Cooper Tire & Rubber Company Pre-Tax Savings Plan-Texarkana (Texarkana Plan) | |||
(collectively, the Plans) are each subject to the Employee Retirement Income Security Act | |||
of 1974 (ERISA). Delaware Charter Guarantee & Trust Company dba Principal Trust | |||
Company acts as the Trustee for the Findlay Plan Trust, the Spectrum Plan Trust and the | |||
Texarkana Plan Trust (collectively, the Trusts). As of December 31, 2010, the Findlay Plan | |||
Trust held 586,425 shares of the Issuers common stock, the Spectrum Plan Trust held | |||
2,329,809 shares of the Issuers common stock and the Texarkana Plan Trust held 597,280 | |||
shares of the Issuers common stock for an aggregate of 3,513,514 shares of the Issuers | |||
common stock. The securities reported include all shares held of record by the Trustee as | |||
trustee of the Trusts. The Trustee follows the directions of the Employer, Cooper Tire and | |||
Rubber Company (the Employer), or other parties designated in the trust agreement | |||
between the Employer and the Trustee, with respect to voting and disposition of shares | |||
and/or Plan participants with respect to voting and disposition of shares. The Trustee, | |||
however, is subject to fiduciary |
CUSIP No. 216831107 | 13G/A | Page 4 of 5 Pages |
duties under ERISA. The Trustee disclaims beneficial ownership of the shares of common | |
stock that are the subject of this Schedule 13-G. | |
(b) The 3,513,514 shares of common stock represent 5.70% of the Issuers outstanding shares of | |
common stock. The percent of class is based on shares outstanding as of December 31, 2010, | |
as provided by the Issuer. | |
(c) Number of shares as to which such person has: | |
(i) | Sole power to vote or direct the vote: 0 |
(ii) | Shared power to vote or direct the vote: 3,513,514 |
(iii) | Sole power to dispose or direct the disposition of: 0 |
(iv) | Shared power to dispose or direct the disposition of: 3,513,514 |
Item 5. Ownership of Five Percent or Less of Class | |
Not Applicable | |
Item 6. Ownership of More Than Five Percent on Behalf of Another Person | |
Not Applicable | |
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being | |
Reported on by the Parent Holding Company | |
Not Applicable | |
Item 8. Identification and Classification of Members of the Group | |
Not Applicable | |
Item 9. Notice of Dissolution of Group | |
Not Applicable | |
Item 10. Certification | |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above | |
were acquired and are held in the ordinary course of business and were not acquired and are not held | |
for the purpose of or with the effect of having or influencing the control of the issuer of the securities | |
and are not acquired and are not held in connection with or as a participant in any transaction having | |
that purpose or effect. |
CUSIP No. 216831107 | 13G/A | Page 5 of 5 Pages |
SIGNATURE |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set |
forth in this statement is true, complete and correct. |
Delaware Charter Guarantee & Trust Company |
/s/ Kristin M. Camp________________________ |
Kristin M. Camp |
Vice President, Operations |
February 7, 2011 |