-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I78maaHaOsOpbKFUABlMoz4mQYtadXpHTxDGBv71jP8eXOUcDKRo8odKG8p0wMQZ CdYW2nq5n1rtyitID0z3kQ== /in/edgar/work/20000621/0000084748-00-000014/0000084748-00-000014.txt : 20000920 0000084748-00-000014.hdr.sgml : 20000920 ACCESSION NUMBER: 0000084748-00-000014 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROGERS CORP CENTRAL INDEX KEY: 0000084748 STANDARD INDUSTRIAL CLASSIFICATION: [2821 ] IRS NUMBER: 060513860 STATE OF INCORPORATION: MA FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-04347 FILM NUMBER: 658301 BUSINESS ADDRESS: STREET 1: P.O. BOX 188 STREET 2: ONE TECHNOLOGY DRIVE CITY: ROGERS STATE: CT ZIP: 06263-0188 BUSINESS PHONE: 860 774-96 10-K/A 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K/A (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 2, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to __________ Commission file number 1-4347 ROGERS CORPORATION [Exact name of Registrant as specified in its charter] Massachusetts 06-0513860 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Technology Drive P.O. Box 188 Rogers, Connecticut 06263-0188 (Address of principal executive offices) (Zip Code) (860) 774-9605 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered ------------------------ ----------------------------- Capital Stock, $1 Par Value American Stock Exchange, Inc. Pacific Exchange, Inc. Rights to Purchase Capital Stock American Stock Exchange, Inc. Pacific Exchange, Inc. Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the Capital Stock, $1 par value, held by non-affiliates of the Registrant as of March 1, 2000 was $427,378,461. The number of shares of Capital Stock, $1 par value, outstanding as of March 1, 2000 was 7,393,179. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's annual report to shareholders for the fiscal year ended January 2, 2000 are incorporated by reference into Parts I and II. Portions of the proxy statement for the Registrant's 2000 annual meeting of stockholders to be held April 18, 2000, are incorporated by reference into Part III. Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (3) Exhibits (numbered in accordance with Item 601 of Regulation S-K): 3a Restated Articles of Organization, filed with the Secretary of State of the Commonwealth of Massachusetts on April 6, 1966, were filed as Exhibit 3a to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 1, 1989 (the 1988 Form 10-K)*. 3b Articles of Amendment, filed with the Secretary of State of the Commonwealth of Massachusetts on August 10, 1966, were filed as Exhibit 3b to the 1988 Form 10-K*. 3c Articles of Merger of Parent and Subsidiary Corporations, filed with the Secretary of State of the Commonwealth of Massachusetts on December 29, 1975, were filed as Exhibit 3c to the 1988 Form 10-K*. 3d Articles of Amendment, filed with the Secretary of State of the Commonwealth of Massachusetts on March 29, 1979, were filed as Exhibit 3d to the 1988 Form 10-K*. 3e Articles of Amendment, filed with the Secretary of State of the Commonwealth of Massachusetts on March 29, 1979, were filed as Exhibit 3e to the 1988 Form 10-K*. 3f Articles of Amendment, filed with the Secretary of State of the Commonwealth of Massachusetts on April 2, 1982, were filed as Exhibit 3f to the 1988 Form 10-K*. 3g Articles of Merger of Parent and Subsidiary Corporations, filed with the Secretary of State of the Commonwealth of Massachusetts on December 31, 1984, were filed as Exhibit 3g to the 1988 Form 10-K*. 3h Articles of Amendment, filed with the Secretary of State of the Commonwealth of Massachusetts on April 6, 1988, were filed as Exhibit 3h to the 1988 Form 10-K*. 3i By-Laws of the Company as amended on March 28, 1991, September 10, 1991, and June 22, 1995 were filed as Exhibit 3i to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995 (the 1995 Form 10-K)*. 3j Articles of Amendment, as filed with the Secretary of State of the Commonwealth of Massachusetts on May 24, 1994, were filed as Exhibit 3j to the 1995 Form 10-K*. 3k Articles of Amendment, as filed with the Secretary of State of the Commonwealth of Massachusetts on May 8, 1998, were filed as Exhibit 3k to the 1998 Form 10-K*. 4a Certain Long-Term Debt Instruments, each representing indebtedness in an amount equal to less than 10 percent of the Registrant's total consolidated assets, have not been filed as exhibits to this Annual Report on Form 10-K. The Registrant hereby undertakes to file these instruments with the Commission upon request. 4b 1997 Shareholder Rights Plan was filed on Form 8-A dated March 24, 1997. The June 19, 1997 and July 7, 1997 amendments were filed on Form 8-A/A dated July 21, 1997*. 10a Rogers Corporation Incentive Stock Option Plan** (1979, as amended July 9, 1987 and October 23, 1996). The 1979 plan and the July 9, 1987 amendment were filed as Exhibit 10c to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 3, 1988 (the 1987 Form 10-K). The October 23, 1996 amendment was filed as Exhibit 10a to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 29, 1996 (the 1996 Form 10-K)*. 10b Description of the Company's Life Insurance Program**, was filed as Exhibit K to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 28, 1980*. 10c Rogers Corporation Annual Incentive Compensation Plan** (as restated and amended on December 18, 1996) was filed as Exhibit 10c to the 1996 Form 10-K*. 10d Rogers Corporation 1988 Stock Option Plan** (as amended December 17, 1988, September 14, 1989, and October 23, 1996). The 1988 plan, the 1988 amendment, and the 1989 amendment were filed as Exhibit 10d to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 1, 1995 (the 1994 Form 10-K)*. The 1996 amendment was filed as Exhibit 10d to the 1996 Form 10-K*. 10e Rogers Corporation 1990 Stock Option Plan** (as restated and amended on October 18, 1996 and December 21, 1999). The October 18, 1996 restatement and amendment was filed as Registration Statement No. 333-14419 on Form S-8 dated October 18, 1996. The December 21, 1999 restatement and amendment was filed as Exhibit 10e to the 1999 Form 10-K.* 10f Rogers Corporation Deferred Compensation Plan** (1983) was filed as Exhibit O to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 1, 1984*. 10g Rogers Corporation Deferred Compensation Plan** (1986) was filed as Exhibit 10e to the 1987 Form 10-K*. 10h Rogers Corporation 1994 Stock Compensation Plan** (as restated and amended on October 17, 1996 and amended on December 18, 1997). The 1994 plan, as amended and restated on October 17, 1996, was filed as Exhibit 10h to the 1996 Form 10-K. The 1997 amendment was filed as Exhibit 10h to the 1997 Form 10-K*. 10i Rogers Corporation Voluntary Deferred Compensation Plan for Non-Employee Directors** (1994, as amended December 26, 1995, December 27, 1996 and as restated and amended December 21, 1999). The 1994 plan, the December 26, 1995, the December 27, 1996 amendments and the December 21, 1999 restatement and amendment were filed as Exhibit 10i to the 1994 Form 10-K, 1995 Form 10-K, 1996 Form 10-K, and the 1999 Form 10-K, respectively*. 10j Rogers Corporation Voluntary Deferred Compensation Plan for Key Employees** (1993, as amended on October 18, 1994, December 22, 1994, December 21, 1995, December 22, 1995, April 16, 1996 and as restated and amended on December 21, 1999). The 1993 plan and the 1994 amendments were filed as Exhibit 10j to the 1994 Form 10-K. The 1995 and 1996 amendments, and the 1999 restatement and amendment were filed as Exhibit 10j to the 1995 , Form 10-K , 1996 Form 10-K, and the 1999 Form 10-K, respectively*. 10k Rogers Corporation Long-Term Enhancement Plan for Senior Executives of Rogers Corporation** dated December 18, 1997. 10l Rogers Corporation 1998 Stock Incentive Plan (1998, as amended September 9, 1999 and December 21, 1999).** The 1998 Plan was filed as Registration Statement No. 333- 50901 on April 24, 1998*. The September 9, 1999 and December 21, 1999 amendments were filed as Exhibit 10l to the 1999 Form 10-K*. 13 Portions of the Rogers Corporation 1998 Annual Report to Shareholders which are specifically incorporated by reference in this Annual Report on Form 10-K. 21 Subsidiaries of the Registrant. 23 Consent of Independent Auditors. 27.1 Financial Data Schedule. 29A Rogers Corporation Form 11-K (RESIP) * In accordance with Rule 12b-23 and Rule 12b-32 under the Securities Exchange Act of 1934, as amended, reference is made to the documents previously filed with the Securities and Exchange Commission, which documents are hereby incorporated by reference. ** Management Contract. Exhibit 29a SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1999 ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN ------------------------------------------- (Full title of the plan) ROGERS CORPORATION ------------------- (Name of issuer of the securities held pursuant to the plan) P.O. Box 188 One Technology Drive Rogers, Connecticut 06263-0188 (address of principal executive offices) Audited Financial Statements ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN December 31, 1999 Report of Ernst & Young LLP, Independent Auditors ....................... 1 Statements of Net Assets Available for Benefits.......................... 2 Statements of Changes in Net Assets Available for Benefits .............. 3 Notes to Financial Statements............................................ 4 Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes at End of Year .............................................. 11 Schedule H, Line 4j - Schedule of Reportable Transactions .............. 12 Consent of Independent Auditors ........................................ 13 REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS Rogers Employee Savings and Investment Plan Committee Rogers Corporation We have audited the accompanying statements of net assets available for benefits of Rogers Employee Savings and Investment Plan as of December 31, 1999 and 1998, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1999 and 1998, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes at end of year as of December 31, 1999, and reportable transactions for the year then ended, are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. ERNST & YOUNG LLP Providence, Rhode Island May 12, 2000 -1- Rogers Employee Savings and Investment Plan Statements of Net Assets Available for Benefits December 31 1999 1998 --------------------------- Assets: Investments (Note C): At fair value $28,559,065 $25,480,344 At contract value 17,561,332 13,164,211 Participant's notes receivable 829,061 907,607 ---------------------------- Net assets available for plan benefits $46,949,458 $39,552,162 ============================ See notes to financial statements. -2- Rogers Employee Savings and Investment Plan Statements of Changes in Net Assets Available for Benefits Year ended December 31 1999 1998 ----------------------- Additions: Investment Income: Net appreciation in fair value of investments (Note C) $ 4,488,928 $ 1,509,342 Interest 869,503 811,337 ------------------------ 5,358,431 2,320,679 ------------------------ Contributions: Participant 3,511,622 3,214,476 Employer 716,253 702,675 ------------------------ 4,227,875 3,917,151 ------------------------ Total additions 9,586,306 6,237,830 ------------------------ Deductions: Distributions to participants 2,180,457 1,432,650 Administrative expenses 8,553 4,534 ------------------------ Total deductions 2,189,010 1,437,184 ------------------------ Net increase 7,397,296 4,800,646 Net assets available for benefits: Beginning of year 39,552,162 34,751,516 ------------------------ End of year $46,949,458 $39,552,162 ======================== See notes to financial statements. -3- NOTES TO FINANCIAL STATEMENTS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN Years Ended December 31, 1999 and 1998 NOTE A--DESCRIPTION OF THE PLAN The Rogers Employee Savings and Investment Plan (the Plan or RESIP) is a contributory defined contribution plan covering all regular U.S. employees who have completed at least one month of continuous service. Effective January 1, 1999, the one month waiting period was eliminated. The plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Participants may contribute up to the lesser of $10,000 in 1999 and 1998, 18% of their annual compensation, or highly compensated limitations mandated by non-discrimination testing. Since July 1, 1999, participant contributions are allocated in any combination of the following fifteen available investment options. A. Fixed Income Fund - invested in the CIGNA Guaranteed Long-Term Fund which is invested primarily in intermediate-term bonds and commercial mortgages. B. Equity Funds - the following equity fund options represent pooled separate accounts of CIGNA: 1. Account SA-55Q - invested solely in Fidelity Puritan Fund, a mutual fund consisting of a broadly diversified portfolio of high-yielding securities, including common stocks, preferred stocks and bonds. (Eliminated effective October 1, 1999). 2. Account SA-55P - invested solely in the Fidelity Equity-Income II Fund, a mutual fund consisting of income-producing equity securities with potential for capital appreciation. 3. Account SA-55A - invested solely in the Fidelity Advisor Growth Opportunities Fund, a mutual fund consisting of primarily common stocks and securities convertible into common stock. 4. Account SA-55F - invested solely in the Warburg Pincus Advisor International Equity Fund, a mutual fund consisting of a broadly diversified portfolio of equity securities of financially strong non-U.S. issuers located in growing international economies. (Eliminated effective October 1, 1999). -4- NOTES TO FINANCIAL STATEMENTS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN (continued) NOTE A--DESCRIPTION OF THE PLAN (continued) 5. Account SA-55EV - invested solely in Janus Worldwide Fund, a mutual fund consisting of investments in foreign and domestic securities in an effort to take advantage of differences in economic trends and market cycles around the globe. 6. Account SA-55E3 - invested solely in Lazard Small Cap Portfolio, a mutual fund consisting of investments in stocks of small-sized companies (under $1 billion market capitalization) that are believed to be inexpensively priced relative to the return on total capital or equity. 7. Account SA-55NM - invested solely in Neuberger & Berman Partners Account, a mutual fund consisting of investments in stocks of mid-sized companies that are selling for less than their perceived market value in an effort to provide capital growth. (Eliminated effective October 1, 1999). 8. Account SA-B - invested solely in the CIGNA Large Company Stock Index Account, a mutual fund consisting of investments in common stock representing the S&P 500 Index and S&P 500 Index futures instruments. 9. Account SA-55E2 - invested solely in the Lazard International Equity Account, a mutual fund consisting of investments primarily in the equity securities of relatively large companies outside the U.S. that are inexpensively priced relative to their earnings, cash flow or asset values. (Contributions effective July 1, 1999). 10. Account SA-CFB - invested solely in the CIGNA Charter Balanced Fund I, a mutual fund that seeks to achieve a high total return on investment through capital appreciation and current income by investing in a combination of equity and fixed income securities. (Contributions effective July 1, 1999). 11. Account SA-CG - investing solely in the CIGNA Charter Large Company Stock-Growth Fund, a mutual fund that seeks to provide investors with consistent, competitive investments results through the selection of large capitalization growth stocks and be managing risk in all market conditions. (Contributions effective July 1, 1999). 12. Account SA-FTF - investing solely in the CIGNA Charter Small Company Stock-Growth Fund, a mutual fund that seeks to achieve long-term capital appreciation. (Contributions effective July 1, 1999). -5- NOTES TO FINANCIAL STATEMENTS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN (continued) NOTE A--DESCRIPTION OF THE PLAN (continued) 13. Account SA-MCG - investing solely in the CIGNA Midsize Company Stock-Growth Fund, a mutual fund that seeks to achieve long-term growth of capital, outperform the Russell Midcap Index over full market cycles and perform in the top half of the peer group of similar style mid cap growth managers. (Contributions effective July 1, 1999). C. Rogers Stock Fund - capital stock of Rogers Corporation. All participants, except those in collective bargaining units, are eligible to receive matching Company contributions. The Company may contribute any factor from 0% to 50% of each participant's contribution, as determined by the Board of Directors. The Company contributed 50% of the first 5% of each participant's annual compensation in 1999 and 1998. The matching Company contribution is invested in Company stock. Participants may borrow from their fund accounts a minimum of $1,000 and to a maximum equal to the lesser of $50,000 or 50 percent of their vested account balance. Loan terms range from one month to five years or up to fifteen years for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with local prevailing rates as determined periodically by the Plan administrator. Principal and interest are paid ratably through payroll deductions. Each participant's account reflects the individual's pretax contribution, the Company's contribution (if applicable), an allocation of Plan earnings, and rollovers (if applicable). Total earnings by fund are allocated daily to individual accounts. Participants are 100% vested in their contributions and to the extent a participant is not eligible for retirement he or she is vested as to the Company's contributions at 25% after two years of continuous service, increased by 25% for each additional year of continuous service up to 100%. Upon early retirement, normal retirement, total disability, as defined by the Plan, or death, a participant is 100% vested as to the Company's contributions. Any participant who is terminated and not re-employed with the Company within one year of termination forfeits his or her interest in the nonvested portion of the Company contribution. If re-employed within one year, the participant will recover his or her rights in this nonvested portion. -6- NOTES TO FINANCIAL STATEMENTS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN (continued) NOTE A--DESCRIPTION OF THE PLAN (continued) A participant's tax-deferred contributions cannot be withdrawn prior to age 59-1/2 except for an immediate financial hardship, as defined by the Plan. Company contributions can be drawn upon after five years in the Plan and a participant can withdraw funds for any reason upon reaching age 59-1/2. Upon early retirement, normal retirement, total disability, as defined by the Plan, death, or any other termination of employment, a participant may receive the value of the vested portion of his or her total account offset by any outstanding Plan loans. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100% vested in their accounts. NOTE B--SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The accounts of the Plan are reported on the accrual basis. Valuation of Investments Securities traded on a national securities exchange are valued at the last reported sales price on the last business day of the plan year. Investments in pooled separate accounts are stated at fair value based on the year end market value of each unit held, which is based upon the market value of the underlying assets of the funds less investment management fees and asset charges. The investments in CIGNA's Guaranteed Long-Term Fund are valued at contract value as estimated by CIGNA, which approximates market. Contract value represents contributions made under the contract plus interest at the contract rate, less funds used to pay termination benefits, in-service withdrawals, and to pay for the insurance company's administrative expenses. The interest rate for CIGNA's guaranteed long-term fund is determined twice a year and is guaranteed not to change for six months. The average interest rate was 5.70% for 1999 and 6.13% for 1998. The crediting interest rate was 6.40% for 1999 and ranged from 6.05% to 6.20% in 1998. -7- NOTES TO FINANCIAL STATEMENTS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN (continued) NOTE B--SIGNIFICANT ACCOUNTING POLICIES (continued) Reclassification The Plan has adopted Statement of Position 99-3, "Accounting for and Reporting of Certain Defined Contribution Benefit Plan Investments and Other Disclosure Matters," for the 1999 financial statement presentation. Accordingly, the 1998 amounts have been reclassified to conform with Statement of Position 99-3. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Administrative Expenses The majority of the costs and expenses incurred in connection with the operation of the Plan have been borne by Rogers Corporation. NOTE C--INVESTMENTS The following presents investments that represent five percent or more of the Plan's net assets. December 31 1999 1998 ------------------------ CIGNA Guaranteed Long-Term Fund $17,561,332 $13,164,211 Fidelity Equity-Income II Fund 6,084,904 6,742,073 Fidelity Advisor Growth Opportunities Fund 5,420,631 5,730,519 Janus Worldwide Fund 3,657,541 1,104,520 Fidelity Puritan Fund - 3,250,732 Rogers Stock Fund 8,355,388* 5,581,094* * Nonparticipant - directed -8- NOTES TO FINANCIAL STATEMENTS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN (continued) NOTE C--INVESTMENTS (continued) During 1999 and 1998, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows: 1999 1998 ------------------------- Equity Funds $2,558,325 $3,085,794 Rogers Stock Fund 1,930,603 (1,576,452) ------------------------- $4,488,928 $1,509,342 ========================= NOTE D--NONPARTICIPANT-DIRECTED INVESTMENTS Information about the net assets available for plan benefits and the significant components of changes in net assets available for benefits related to the nonparticipant-directed investments is as follows: 1999 1998 ------------------------ Net Assets: Rogers Common Stock $8,355,388 $5,581,094 ======================== Changes in Net Assets: Contributions: Participant $ 380,845 $ 376,882 Employer 716,253 702,675 Net appreciation (depreciation) 1,930,603 (1,576,452) Distributions to participants (241,230) (144,226) Transfers to participant-directed investments (3,624) 353,919 Administrative expenses (8,553) (4,534) ------------------------ $2,774,294 $ (291,736) ======================== NOTE E--TRANSACTIONS WITH PARTIES-IN-INTEREST During the years ended December 31, 1999 and 1998, the Plan entered into the following transactions with parties-in-interest: December 31 1999 1998 ---------------------------------------------- Shares Amount Shares Amount ---------------------------------------------- Rogers Corporation: Purchases of capital stock 88,951.769 $2,760,719 60,069.098 $1,913,606 Sales of capital stock, at market value 56,787.246 1,923,627 19,102.599 672,218 -9- NOTES TO FINANCIAL STATEMENTS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN (continued) NOTE F--INCOME TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated November 26, 1996, that the Plan qualifies under Section 401(a) of the Internal Revenue Code (IRC) and is, therefore, not subject to tax under present income tax law. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The RESIP Committee is not aware of any course of action or series of events that have occurred that might adversely affect the Plan's qualified status. -10- Supplemental Schedules SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR EIN NO: 06-0513860 PLAN NO: 006 ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN December 31, 1999 Description of Invest- ment Including Maturity Identity of Issue Date, Rate of Interesr Current or Borrower Par or Maturity Value Cost Value - ---------------------------------------------------------------------------- Equity Funds - ------------ CIGNA Pooled Separate Accounts:* SA-FTF- CIGNA Charter Small Company Stock 37,523.749 units of Growth Fund participation $ 588,348 SA-55P - Fidelity 136,803.370 units of Equity-Income II Fund participation 6,084,904 SA-55A - Fidelity Advisor Growth Opportunities Fund 67,038.370 units of participation 5,420,631 SA-CFB - CIGNA Charter 41,149.813 units of Balanced Fund I participation 435,831 SA - 55EV - Janus 40,876.174 units of Worldwide Fund participation 3,657,541 SA-CG - CIGNA Charter Large Company Stock- 60,421.202 units of Growth Fund participation 1,074,655 SA-MCG- CIGNA Midsize 17,744.271 units of Company Stock-Growth Fund participation 200,437 SA - 55E3 - Lazard Small 21,066.541 units of Cap Portfolio participation 438,619 SA55E2- Lazard International Equity 15,913.767 units of Account participation 345,402 SA-B - CIGNA Large Company 24,851.658 units of Stock Index Account participation 1,957,309 ---------- 20,203,677 Fixed Income Fund - ----------------- CIGNA Guaranteed Long-Term 511,329.056 units of Fund* participation 17,561,332 Rogers Stock Fund (Non- Participant Directed) - ------------------------ Capital Stock: Rogers Corporation* 215,508.522 shares $6,538,493 8,355,388 Loan Fund - ----------------------- Participant loans * Participant loans, interest from 6.5% to 10.0% 829,061 ----------------------- $6,538,493 $46,949,458 ======================= * Indicates party-in-interest to the Plan. -11- Schedule H, Line 4j - SCHEDULE OF REPORTABLE TRANSACTIONS EIN NO: 06-0513860 PLAN NO: 006 ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN Year Ended December 31, 1999 Current value of Asset Identity on Trans- Net of Party Description Purchase Selling Cost action Gain/ Involved of Assets Price Price of Asset Date (Loss) - -------- -------------- --------- ---------- --------- ---------- -------- Category (iii)--A series of securities transactions in excess of 5% of plan assets - ----------------------------------------------------------------- Rogers Rogers Corpor- Corporation ation Common Stock Purchased 88,951.769 shares in 109 transactions $2,760,719 $2,760,719 $2,760,719 Sold 56,787.246 shares in 119 transactions $1,923,627 1,669,214 1,923,627 $254,413 There were no category (i), (ii) or (iv) reportable transactions during 1999. * Indicates party-in-interest to the Plan. -12- CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in Registration Statements (Form S-8 Nos. 2-84992, 33-15119, 33-21121, 33-38219, 33-64314, 33-44087, 33-53353, and 333-14419) pertaining to the Rogers Employee Savings and Investment Plan of Rogers Corporation of our report dated May 12, 2000, with respect to the financial statements and schedules of the Rogers Employee Savings and Investment Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1999. ERNST & YOUNG LLP Providence, Rhode Island June 16, 2000 EX-27 2 0002.txt
5 1000 12-MOS JAN-02-2000 JAN-02-2000 9955 0 33566 318 23319 72547 159721 75069 183406 36740 0 0 0 7715 108702 183406 247839 247839 175964 223490 1626 0 (99) 25877 7246 18631 0 0 0 18631 2.48 2.38
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