-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, l7aBWIjP3EQAm8pJlKzDr7KYZ+4v03+bLCY5ZByL78PjuIxS4fPi0YMFSb4JWWW/ 4FaH/9MRV0hiIVX2rDRLcQ== 0000084748-94-000020.txt : 19940705 0000084748-94-000020.hdr.sgml : 19940705 ACCESSION NUMBER: 0000084748-94-000020 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940102 FILED AS OF DATE: 19940629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROGERS CORP CENTRAL INDEX KEY: 0000084748 STANDARD INDUSTRIAL CLASSIFICATION: 3679 IRS NUMBER: 060513860 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04347 FILM NUMBER: 94536553 BUSINESS ADDRESS: STREET 1: ONE TECHNOLOGY DR STREET 2: P.O. BOX 188 CITY: ROGERS STATE: CT ZIP: 06263-0188 BUSINESS PHONE: 2037749605 10-K/A 1 ROGERS CORPORATION FORM 10-KA 1993 AMENDMENT 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K/A AMENDMENT 1 (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, 1994 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 Exact name of Registrant as specified in its charter: ROGERS CORPORATION State or other jurisdiction of I.R.S. Employer incorporation or organization: Identification No.: Massachusetts 06-0513860 Address of principal executive offices: One Technology Drive Rogers, Connecticut 06263 Registrant's telephone number, including area code: (203) 774-9605 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered Capital Stock, American Stock Exchange $1 Par Value Pacific Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None 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. [X] Indicate by check mark whether the Registrant (1) has filed all reports required to befiled 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 The aggregate market value of the voting stock held by non-affiliates of the Registrant as of February 1, 1994: Capital Stock, $1 Par Value--$91,708,790 The number of shares outstanding of the Registrant's classes of capital stock as of February 1, 1994: Capital Stock, $1 Par Value--3,227,126 shares DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's annual report to shareholders for the fiscal year ended January 2, 1994 are incorporated by reference into Parts I and II. Portions of the proxy statement for the Registrant's 1994 annual meeting of shareholders to be held April 28, 1994, are incorporated by reference into Part III. FORM 10-K--ITEM EXHIBIT INDEX ROGERS CORPORATION AND CONSOLIDATED SUBSIDIARIES The following exhibits to the consolidated financial statements of Rogers Corporation and subsidiaries are included in Item 14(c): Page --------- Exhibit 3a - Restated Articles of Organization filed with the Secretary of the Commonwealth of Massachusetts on April 6, 1966. (Exhibit 3a) Exhibit 3b - Articles of Amendment filed with the Secretary of the Commonwealth of Massachusetts on August 10, 1966. (Exhibit 3b) Exhibit 3c - Articles of Merger of Parent and Subsidiary Corporations filed with the Secretary of the Commonwealth of Massachusetts on December 31, 1975. (Exhibit 3c) Exhibit 3d - Articles of Amendment filed with the Secretary of the Commonwealth of Massachusetts on March 29, 1979. (Exhibit 3d) Exhibit 3e - Articles of Amendment filed with the Secretary of the Commonwealth of Massachusetts on March 29, 1979. (Exhibit 3e) Exhibit 3f - Articles of Amendment filed with the Secretary of the Commonwealth of Massachusetts on April 2, 1982. (Exhibit 3f) Exhibit 3g - Articles of Merger of Parent and Subsidiary Corporations filed with the Secretary of the Commonwealth of Massachusetts on December 31, 1984. (Exhibit 3g) Exhibit 3h - Articles of Amendment filed with the Secretary of the Commonwealth of Massachusetts on March 31, 1988. (Exhibit 3h) Exhibit 3i - By-Laws of the Company as amended on March 28, 1991 and September 10, 1991. Exhibit 4a - Long-Term Debt Instruments - includes Agreement to furnish to the Securities and Exchange Commission a copy of any instrument defining the rights of holders of long-term debt of the Company and all of its subsidiaries. F-7 Exhibit 4b - Shareholders' Rights Plan adopted on March 20, 1987. (Exhibit 4b) Exhibit 10a - Rogers Corporation Incentive Stock Option Plan (1979, as amended July 9, 1987). (Exhibit 10c) Exhibit 10b - Description of the Company's Life Insurance Program. (Exhibit K) Exhibit 10c - Rogers Corporation Annual Incentive Compensation Plan (1988, as amended February 24, 1994). F-11 Exhibit 10d - Rogers Corporation Stock Option Plan (1988, as amended December 17, 1988). (Exhibit 10d) Exhibit 10e - Rogers Corporation Stock Option Plan (1990). (Exhibit 10e) Exhibit 10f - Rogers Corporation Deferred Compensation Plan (1983). (Exhibit O) Exhibit 10g - Rogers Corporation Deferred Compensation Plan (1986). (Exhibit 10e) Exhibit 11 - Statement Re: Computation of Per Share Earnings. F-8 Exhibit 13 - Rogers Corporation 1993 Annual Report to Shareholders F-18 Exhibit 22 - Subsidiaries of the Registrant. F-9 Exhibit 23 - Consent of Independent Auditors. F-10 Exhibit 29a - Rogers Inoac Corporation Audited Financial Statements. F-62 Exhibit 29b - Smartflex Systems 1992 and 1991 Financial Statements. Exhibit 29c - Rogers Corporation Form 11-K (RESIP I) F-77 Exhibit 29d - Rogers Corporation Form 11-K (RESIP II) F-93 Exhibit 29e - Rogers Corporation Form 11-K (RESIP III) F-110 [FN] Incorporated by reference to the indicated Exhibit to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 28, 1980 (File No. 1-4347). Incorporated by reference to the indicated Exhibit to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 1, 1984 (File No. 1-4347). Incorporated by reference to Report on Form 8-K dated March 20, 1987 (File No. 1-4347). Incorporated by reference to the indicated Exhibit to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 3, 1988 (File No. 1-4347). Incorporated by reference to the indicated Exhibit to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 1, 1989 (File No. 1-4347). Incorporated by reference to the indicated Exhibit to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1989 (File No. 1-4347). Incorporated by reference to the indicated Exhibit to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 30, 1990 (File No. 1-4347). Incorporated by reference to the indicated Exhibit to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1991 (File No. 1-4347). Incorporated by reference to the indicated Exhibit to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 3, 1993 (File No. 1-4347). F-6 F-77 Exhibit 28c 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, 1993 ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN I (Full title of the plan) ROGERS CORPORATION (Name of issuer of the securities held pursuant to the plan) One Technology Drive Rogers, Connecticut 06263 (address of principal executive offices) F-78 Audited Financial Statements ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN I December 31, 1993 Report of Ernst & Young, Independent Auditors.............................1 Statements of Net Assets Available for Plan Benefits......................2 Statements of Changes in Net Assets Available for Plan Benefits...........4 Notes to Financial Statements.............................................6 Schedule of Assets Held for Investment Purposes..........................11 Schedule of Reportable Transactions......................................12 Consent of Independent Auditors..........................................14 F-79 REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS Rogers Employee Savings and Investment Plan Committee Rogers Employee Savings and Investment Plan I Rogers Corporation We have audited the accompanying statements of net assets available for plan benefits of Rogers Employee Savings and Investment Plan I as of December 31, 1993 and 1992, and the related statements of changes in net assets available for plan 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 generally accepted auditing standards. 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 plan benefits of the Plan at December 31, 1993 and 1992, and the changes in its net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made 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 as of December 31, 1993 and reportable transactions for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the 1993 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1993 financial statements taken as a whole. Providence, Rhode Island June 23, 1994 ERNST & YOUNG -1- F-80 STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN I
December 31, 1993 ----------------------------------------------------------- Fixed Rogers Equity Income Stock Loan Combined Fund Fund Fund Fund Funds ----------- ----------- ----------- --------- ------------ ASSETS Investments--Note C: Capital stock of Rogers Corporation $1,398,236 $1,398,236 Fidelity Equity-Income Fund $4,189,987 4,189,987 Shawmut Bank Prime Money Market Fund 3,382 $ 8,047 832 12,261 New York Life Insurance Company Group Annuity Contract with interest guarantee 2,012,260 2,012,260 Prudential Life Insurance Company Group Annuity Contract with interest guarantee 4,160,151 4,160,151 Principal Mutual Life Insurance Company Group Annuity Contract with interest guarantee 1,920,287 1,920,287 ----------- ----------- ----------- ------------ Total investments 4,193,369 8,100,745 1,399,068 13,693,182 Accounts receivable--loans to participants $553,288 553,288 Accrued income 25,393 14 25,407 ----------- ----------- ----------- --------- ------------ TOTAL ASSETS 4,193,369 8,126,138 1,399,082 553,288 14,271,877 LIABILITIES Withdrawals payable to participants 102,769 61,793 3,126 167,688 ----------- ----------- ----------- --------- ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS $4,090,600 $8,064,345 $1,395,956 $553,288 $14,104,189 =========== =========== =========== ========= ============
See notes to financial statements. -2- F-81 STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN I
December 31, 1992 -------------------------------------------------------- Fixed Rogers Equity Income Stock Loan Combined Fund Fund Fund Fund Funds ----------- ----------- --------- --------- ------------ ASSETS Investments--Note C: Capital stock of Rogers Corporation $769,076 $ 769,076 Fidelity Equity-Income Fund $2,840,692 2,840,692 Shawmut Bank Prime Money Market Fund 1,634 $3,427,473 364 3,429,471 Provident National Assurance Company Group Annuity Contract with interest guarantee 3,325,067 3,325,067 New York Life Insurance Company Group Annuity Contract with interest guarantee 2,532,169 2,532,169 ----------- ----------- --------- ------------ Total investments 2,842,326 9,284,709 769,440 12,896,475 Accounts receivable--loans to participants $685,576 685,576 Accrued income 35,967 1 35,968 Contribution receivable 8,162 8,162 ----------- ----------- --------- --------- ------------ TOTAL ASSETS 2,842,326 9,320,676 777,603 685,576 13,626,181 LIABILITIES Withdrawals payable to participants 8,401 160,444 1,634 170,479 ----------- ----------- --------- --------- ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS $2,833,925 $9,160,232 $775,969 $685,576 $13,455,702 =========== =========== ========= ========= ============
See notes to financial statements. -3- F-82 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN I
Year Ended December 31, 1993 ----------------------------------------------------------- Fixed Rogers Equity Income Stock Loan Combined Fund Fund Fund Fund Funds ----------- ----------- ----------- --------- ------------ ADDITIONS Investment income: Interest $ 388 $ 581,495 $40,903 $ 622,786 Dividends--other 131,246 131,246 Capital gains 14,413 14,413 ----------- ----------- --------- ------------ 146,047 581,495 40,903 768,445 Contributions: Employees 541,359 727,895 $109,001 1,378,255 Rogers Corporation 33,002 49,140 8,122 90,264 ----------- ----------- ----------- ------------ 574,361 777,035 117,123 1,468,519 Interfund transfers 734,827 (674,864) (61,920) 1,957 Interplan transfers 245 9,330 688 4,465 14,728 ----------- ----------- ----------- --------- ------------ 1,455,480 692,996 55,891 47,325 2,251,692 DEDUCTIONS Withdrawals and forfeitures 716,175 1,788,883 171,500 179,613 2,856,171 ----------- ----------- ----------- --------- ------------ 739,305 (1,095,887) (115,609) (132,288) (604,479) ----------- ----------- ----------- --------- ------------ Net realized and unrealized appreciation in fair value of invest- ments--Note C 517,370 735,596 1,252,966 ----------- ----------- ----------- --------- ------------ NET INCREASES 1,256,675 (1,095,887) 619,987 (132,288) 648,487 Net assets available for plan benefits at beginning of year 2,833,925 9,160,232 775,969 685,576 13,455,702 ----------- ----------- ----------- --------- ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $4,090,600 $8,064,345 $1,395,956 $553,288 $14,104,189 =========== =========== =========== ========= ============
See notes to financial statements. -4- F-83 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN I
Year Ended December 31, 1992 -------------------------------------------------------- Fixed Rogers Equity Income Stock Loan Combined Fund Fund Fund Fund Funds ----------- ----------- --------- --------- ------------ ADDITIONS Investment income: Interest $ 497 $ 702,629 $53,689 $ 756,815 Dividends on capital stock of Rogers Corporation $ 1,374 1,374 Dividends--other 90,203 90,203 ----------- ----------- --------- --------- ------------ 90,700 702,629 1,374 53,689 848,392 Contributions: Employees 412,729 990,773 121,353 1,524,855 Rogers Corporation 26,313 64,600 8,265 99,178 ----------- ----------- --------- ------------ 439,042 1,055,373 129,618 1,624,033 Interfund transfers 524,441 (595,216) 92,528 (21,753) ----------- ----------- --------- --------- ------------ 1,054,183 1,162,786 223,520 31,936 2,472,425 DEDUCTIONS Withdrawals and forfeitures 207,151 1,001,826 93,721 89,152 1,391,850 ----------- ----------- --------- --------- ------------ 847,032 160,960 129,799 (57,216) 1,080,575 ----------- ----------- --------- --------- ------------ Net realized and unrealized appreciation in fair value of invest- ments--Note C 218,650 (92,008) 126,642 ----------- ----------- --------- --------- ------------ NET INCREASES 1,065,682 160,960 37,791 (57,216) 1,207,217 Net assets available for plan benefits at beginning of year 1,768,243 8,999,272 738,178 742,792 12,248,485 ----------- ----------- --------- --------- ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $2,833,925 $9,160,232 $775,969 $685,576 $13,455,702 =========== =========== ========= ========= ============
See notes to financial statements. -5- F-84 NOTES TO FINANCIAL STATEMENTS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN I December 31, 1993 NOTE A--SIGNIFICANT ACCOUNTING POLICIES 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. The investments in the Fidelity Equity-Income Fund and the Shawmut Bank Prime Money Market Fund are valued at the year-end market value of each participation unit held, which is based upon the market value of the underlying assets in each fund. The investments in the group annuity contracts, which consist primarily of guaranteed investment contracts, are valued at contract value as estimated by the insurance companies. 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. Interplan transfers represent amounts received from Rogers Employee Savings and Investment Plan II (RESIP II) due to certain hourly employees becoming salaried employees. All costs and expenses incurred in connection with the operation of the Plan have been borne by Rogers Corporation (the Company). Shawmut Bank is the trustee of the Plan. NOTE B--DESCRIPTION OF THE PLAN The Rogers Employee Savings and Investment Plan I (RESIP) is a contributory defined contribution plan covering all salaried employees of the Company employed in the United States or of United States citizenship who have completed at least one year of continuous service. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Participants may contribute up to the lesser of $8,994 ($8,728 in 1992), 18% of their annual compensation, or highly compensated limitations mandated by non-discrimination testing. Contributions are allocated in multiples of 10% to any combination of three available investment options: A. Equity Fund, which is primarily invested in a mutual fund. B. Fixed Income Fund, which is primarily invested in group annuity contracts consisting of guaranteed investments contract with various insurance companies. C. Rogers Stock Fund, which is primarily invested in the capital stock of Rogers Corporation. -6- F-85 NOTES TO FINANCIAL STATEMENTS--CONTINUED ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN I NOTE B--DESCRIPTION OF THE PLAN--CONTINUED The Company may contribute any factor from 0% to 50% of each participant's contribution up to the first 4% of each participant's annual compensation. The factor the Company contributed was 12.5% in 1993 and 1992. The Plan also contains provisions for a Loan Fund under which participants can borrow, within certain constraints, from their Plan account balance. All loans require approval by the RESIP Committee. Loans made in 1993 and 1992 amounted to $373,558 and $398,269, respectively. Payroll deductions are required to repay the loans generally over a period of one to five years, as elected by the participant, with interest at a rate determined by the RESIP Committee. Each participant's account reflects the individual's contribution, the Company's contribution and an allocation of Plan earnings. Total earnings by fund are allocated quarterly to individual accounts based on a ratio, the numerator of which is a participant's beginning fund balance less the participant's withdrawals plus 1/3 of the participant's contributions (employee's and employer's) and the participant's loan repayments to the fund for that quarter and the denominator of which is the sum of all participants' beginning fund balances less all withdrawals plus 1/3 of all participants' contributions (employees' and employer's) and all participants' loan repayments to that fund for that quarter. Participants are immediately 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. 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 reemployed with the Company within one year of termination forfeits his or her interest in the nonvested portion of the Company contribution. If reemployed within one year, the participant will recover his or her rights in this nonvested portion. -7- F-86 NOTES TO FINANCIAL STATEMENTS--CONTINUED ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN I NOTE B--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. A participant may borrow against vested balances, subject to Plan limitations. 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 as of the next quarterly valuation date offset by any outstanding Plan loans. 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 C--INVESTMENTS During 1993 and 1992 the Plan's investments (including investments bought, sold, as well as held during the year) appreciated in fair value by $1,252,966 and $126,642, as follows: Net Appreciation (Depreciation) Fair Value in Fair Value at End During Year of Year -------------- ---------- YEAR ENDED DECEMBER 31, 1993 Equity Fund: Fidelity Equity-Income Fund $ 517,370 $4,189,987 Rogers Stock Fund: Rogers Corporation capital stock 735,596 1,398,236 ---------- $1,252,966 ========== YEAR ENDED DECEMBER 31, 1992 Equity Fund: Fidelity Equity-Income Fund $ 218,650 $2,840,692 Rogers Stock Fund: Rogers Corporation capital stock (92,008) 769,076 ---------- $ 126,642 ========== The group annuity contracts mature at various dates subsequent to December 31, 1993. These contracts may be subject to certain penalties if discontinued prior to their maturity date. -8- F-87 NOTES TO FINANCIAL STATEMENTS--CONTINUED ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN I NOTE C--INVESTMENTS--CONTINUED The individual investments that represent 5% or more of the Plan's net assets are as follows: December 31 1993 1992 ---------------------------- Insurance Contracts at contract value: Provident National Assurance Company Group Annuity Contract #027046 2702A, 8.50%, due December 31, 1993 $3,325,067 New York Life Insurance Company Group Annuity Contract #GA06430, 6.30%, due January 2, 1995 $2,012,260 2,532,169 Prudential Insurance Company Group Annuity Contract #GA 7544-211, 5.630%, due January 2, 1996 4,160,151 Principal Mutual Life Insurance Company Group Annuity Contract #4-10396, 4.820%, due December 31, 1996 1,920,287 Investments at fair value: Fidelity Equity-Income Fund (123,817.012 units and 97,920.777 units) 4,189,987 2,840,692 Rogers Corporation capital stock (53,521 and 54,934 shares) 1,398,236 769,076 Shawmut Bank Prime Money Market Fund ($3,429,471 face amount) 3,429,471 The cost of investments is as follows: December 31 1993 1992 ---------------------------- Provident National Assurance Company Group Annuity Contracts with interest guarantees $ 3,325,067 New York Life Insurance Company Group Annuity Contract with interest guarantee $ 2,012,260 2,532,169 Prudential Life Insurance Company Group Annuity Contract with interest guarantee 4,160,151 Principal Mutual Life Insurance Company Group Annuity Contract with interest guarantee 1,920,287 Fidelity Equity-Income Fund 3,536,314 2,625,504 Rogers Corporation capital stock 1,051,174 1,132,638 Shawmut Bank Prime Money Market Fund 12,261 3,429,471 ----------- ----------- $12,692,447 $13,044,849 =========== =========== -9- F-88 NOTES TO FINANCIAL STATEMENTS--CONTINUED ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN I NOTE D--TRANSACTIONS WITH PARTIES-IN-INTEREST During the years ended December 31, 1993 and 1992, the Plan entered into the following transactions with parties-in-interest: December 31 1993 1992 ---------------------- ---------------------- Units/ Units/ Shares Amount Shares Amount ---------------------------------------------- Shawmut Bank Prime Money Market Fund: Purchases of face amount 5,088,317 $5,088,317 6,175,949 $6,175,949 Sales of face amount 8,505,527 8,505,527 4,788,258 4,788,258 Investment income 2,611 2,076 Rogers Corporation: Purchases of capital stock 12,788 195,910 13,644 209,952 Distributions of capital stock to participants 42 863 3,106 65,929 Sales of capital stock 14,159 276,511 753 16,109 Dividend income 1,374 NOTE E--PLAN AMENDMENT During 1993, the Plan Sponsor disposed of its Flexible Interconnections Division (the Division). Prior to this disposition, the Plan was amended to provide participants who ceased participation in the Plan as a result of the disposition to become 100% vested in their Company match as of the date of the disposition of the Division. Also as a result of this disposition, $1,497,000 was transferred from the Plan to a trust sponsored by the company that acquired the Division. NOTE F--INCOME TAX STATUS The Internal Revenue Service has ruled 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- F-89 ASSETS HELD FOR INVESTMENT PURPOSES ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN I December 31, 1993 Description of Invest- ment Including Maturity Identity of Issue Date, Rate of Interest, Current or Borrower Par or Maturity Value Cost Value - - -------------------------- ----------------------- ----------- ----------- Equity Fund - - ----------------- Fidelity Equity-Income 123,817.012 units of Fund participation $ 3,536,314 $ 4,189,987 Shawmut Bank Prime Money Market Fund $3,382 face amount 3,382 3,382 ----------- ----------- 3,539,696 4,193,369 Fixed Income Fund - - ----------------- Group Annuity Contracts with interest guarantees: New York Life New York Life Insurance Insurance Company Company Contract #GA06430, 6.30%, due January 2, 1995 2,012,260 2,012,260 Prudential Life Prudential Life Insurance Insurance Company Company Contract #GA 7544-211, 5.630%, due January 2, 1996 4,160,151 4,160,151 Principal Mutual Principal Mutual Life Life Insurance Insurance Company Contract Company #4-10396, 4.820%, due December 31, 1996 1,920,287 1,920,287 ----------- ----------- 8,092,698 8,092,698 Shawmut Bank Prime Money Market Fund $8,047 face amount 8,047 8,047 ----------- ----------- 8,100,745 8,100,745 Rogers Stock Fund - - ----------------- Capital Stock: Rogers Corporation 53,521 shares 1,051,174 1,398,236 Shawmut Bank Prime Money Market Fund $832 face amount 832 832 ---------- ---------- 1,052,006 1,399,068 Loan Fund - - ----------------- Participant loans Participant loans, interest from 6.5% to 12.0% 553,288 553,288 ----------- ----------- $13,245,735 $14,246,470 =========== =========== [FN] Indicates party-in-interest to the Plan. -11- F-90 SCHEDULE OF REPORTABLE TRANSACTIONS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN I Year Ended December 31, 1993
Current Value of Asset on Identity of Purchase Selling Cost of Transaction Net Party Involved Description of Assets Price Price Asset Date Gain - - ---------------------------- --------------------------------------- ----------- ---------- ---------- ---------- ------- Category (i)--A single transaction in excess of 5% of plan assets - - ----------------------------------------------------------------- Shawmut Bank Shawmut Bank Prime Money Market Fund: $891,043 face amount $ 891,043 $ 891,043 $ 891,043 $891,043 face amount $ 891,043 891,043 891,043 $3,419,882 face amount 3,419,882 3,419,882 3,419,882 Provident National Assurance Company Provident National Assurance Company Contract #027046 2702A, 8.50%, due December 31, 1993 $2,804,548 face amount 2,804,548 2,804,548 2,804,548 New York Life Insurance Company Prudential Life Insurance Company Contract #GA7544-221, 5.630%, due January 2, 1996 $884,261 face amount 884,261 884,261 884,261 $3,419,882 face amount 3,419,882 3,419,882 3,419,882 Principal Mutual Life Insurance Company Principal Mutual Life Insurance Company Contract #GA 4-10396, 4.820%, due December 31, 1996 $1,920,287 face amount 1,920,287 1,920,287 1,920,287 Category (iii)--A series of securities transactions in excess of 5% of plan assets - - ------------------------------------------------------------------------------------ Shawmut Bank Shawmut Bank Prime Money Market Fund: Purchased $5,088,317 face amount in 138 transactions $ 5,088,317 $5,088,317 $5,088,317 Sold $8,505,527 face amount in 111 transactions $8,505,527 8,505,527 8,505,527 New York Life Insurance Company New York Life Insurance Company Contract #GA06430, 6.30%, due January 2, 1995 Purchased $142,075 face amount in 12 transactions 142,075 142,075 142,075 Sold $661,984 face amount in 8 transactions 661,984 661,984 661,984 Indicates party-in-interest to the Plan.
-12- F-91 SCHEDULE OF REPORTABLE TRANSACTIONS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN I Year Ended December 31, 1993
Current Value of Asset on Identity of Purchase Selling Cost of Transaction Net Party Involved Description of Assets Price Price Asset Date Gain - - ---------------------------- --------------------------------------- ----------- ---------- ---------- ---------- ------- Category (iii)--A series of securities transactions in excess of 5% of plan assets continued: - - ---------------------------------------------------------------------------------------------- Provident National Assurance Company Provident National Assurance Company Contract #027046 2702A, 8.50%, due December 31, 1993 Purchased $278,867 face amount in 13 transactions 278,867 278,867 278,867 Sold $3,603,934 face amount in 8 transactions 3,603,934 3,603,934 3,603,934 Prudential Life Insurance Company Prudential Life Insurance Company Contract #GA7544-221, 5.630%, due January 2, 1996 Purchased $5,037,008 face amount in 22 transactions 5,037,008 5,037,008 5,037,008 Sold $876,857 face amount in 7 transactions 876,857 876,857 876,857 Fidelity Equity-Income Fund Fidelity Equity-Income Fund Purchased 41,215.415 units in 16 transactions $ 1,334,642 $1,334,642 $1,334,642 Sold 15,319.180 units in 3 transactions $ 502,728 423,821 502,728 $78,907 There were no category (ii) or (iv) reportable transactions during 1993.
-13- F-92 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in Registration Statements (Form S-8 Nos. 2-84992, 33-15119, 33-21121, 33-26177, 33-38219, 33-14347, 33-44087 and 33-53353) pertaining to employee benefit plans of Rogers Corporation and in Registration Statement (Form S-3 No. 33-53369) pertaining to warrants of Rogers Corporation of our report dated June 23, 1994, with respect to the financial statements and schedules of the Rogers Employee Savings and Investment Plan I included in this Annual Report (Form 11-K) for the year ended December 31, 1993. Providence, Rhode Island June 23, 1994 ERNST & YOUNG -14- F-93 Exhibit 28d 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, 1993 ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN II (Full title of the plan) ROGERS CORPORATION (Name of issuer of the securities held pursuant to the plan) One Technology Drive Rogers, Connecticut 06263 (address of principal executive offices) F-94 Audited Financial Statements ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN II December 31, 1993 Report of Ernst & Young, Independent Auditors.............................1 Statements of Net Assets Available for Plan Benefits......................2 Statements of Changes in Net Assets Available for Plan Benefits...........4 Notes to Financial Statements.............................................6 Schedule of Assets Held for Investment Purposes..........................11 Schedule of Reportable Transactions......................................12 Consent of Independent Auditors..........................................15 F-95 REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS Rogers Employee Savings and Investment Plan II Committee Rogers Employee Savings and Investment Plan II Rogers Corporation We have audited the accompanying statements of net assets available for plan benefits of Rogers Employee Savings and Investment Plan II as of December 31, 1993 and 1992, and the related statements of changes in net assets available for plan 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 generally accepted auditing standards. 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 plan benefits of the Plan at December 31, 1993 and 1992, and the changes in its net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made 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 as of December 31, 1993 and reportable transactions for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the 1993 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1993 financial statements taken as a whole. Providence, Rhode Island June 23, 1994 ERNST & YOUNG -1- F-96 STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN II
December 31, 1993 -------------------------------------------------------- Fixed Rogers Equity Income Stock Loan Combined Fund Fund Fund Fund Funds ----------- ----------- --------- --------- ----------- ASSETS Investments--Note C: Capital stock of Rogers Corporation $21,945 $ 21,945 Fidelity Equity-Income Fund $177,379 177,379 Shawmut Bank Prime Money Market Fund 689 $ 3,690 474 4,853 New York Life Insurance Company Group Annuity Contract with interest guarantee 166,306 166,306 Prudential Life Insurance Company Group Annuity Contract with interest guarantee 206,979 206,979 Principal Mutual Life Insurance Company Group Annuity Contract with interest guarantee 152,148 152,148 ----------- ----------- --------- ----------- Total investments 178,068 529,123 22,419 729,610 Accounts receivable--loans to participants $117,596 117,596 Accrued income 1,474 1 1,475 Contribution receivable 0 ----------- ----------- --------- --------- ----------- TOTAL ASSETS 178,068 530,597 22,420 117,596 848,681 LIABILITIES Withdrawals payable to participants 3,465 11,302 14,767 ----------- ----------- --------- --------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $174,603 $519,295 $22,420 $117,596 $833,914 =========== =========== ========= ========= ===========
See notes to financial statements. -2- F-97 STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN II
December 31, 1992 ------------------------------------------------------- Fixed Rogers Equity Income Stock Loan Combined Fund Fund Fund Fund Funds ----------- ----------- --------- --------- ----------- ASSETS Investments--Note C: Capital stock of Rogers Corporation $23,884 $ 23,884 Fidelity Equity-Income Fund $243,407 243,407 Shawmut Bank Prime Money Market Fund 616 $ 328,605 381 329,602 Provident National Assurance Company Group Annuity Contract with interest guarantee 779,648 779,648 New York Life Insurance Company Group Annuity Contract with interest guarantee 621,912 621,912 ----------- ----------- --------- ----------- Total investments 244,023 1,730,165 24,265 1,998,453 Accounts receivable--loans to participants $292,550 292,550 Accrued income 1 1 Contribution receivable 8,427 1,022 9,449 ----------- ----------- --------- --------- ----------- TOTAL ASSETS 244,023 1,738,592 25,288 292,550 2,300,453 LIABILITIES Withdrawals payable to participants 11,010 129,844 1,975 142,829 ----------- ----------- --------- --------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $233,013 $1,608,748 $23,313 $292,550 $2,157,624 =========== =========== ========= ========= ===========
See notes to financial statements. -3- F-98 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN II
Year Ended December 31, 1993 -------------------------------------------------------- Fixed Rogers Equity Income Stock Loan Combined Fund Fund Fund Fund Funds ----------- ----------- --------- --------- ----------- ADDITIONS Investment income: Interest $ 73 $ 83,892 $ 12,012 $ 95,977 Dividends--other 7,954 7,954 Capital gains 602 602 ----------- ----------- --------- ----------- 8,629 83,892 12,012 104,533 Contributions: Employees 46,122 143,502 $ 5,021 194,645 Rogers Corporation 3,566 11,655 448 15,669 ----------- ----------- --------- ----------- 49,688 155,157 5,469 210,314 Interfund transfers 48,258 (81,160) (980) 33,882 ----------- ----------- --------- --------- ----------- 106,575 157,889 4,489 45,894 314,847 DEDUCTIONS Withdrawals and forfeitures 203,374 1,238,012 18,255 216,383 1,676,024 Interplan transfers 245 9,330 688 4,465 14,728 ----------- ----------- --------- --------- ----------- 203,619 1,247,342 18,943 220,848 1,690,752 ----------- ----------- --------- --------- ----------- (97,044) (1,089,453) (14,454) (174,954) (1,375,905) Net realized and unrealized appreciation in fair value of invest- ments--Note C 38,634 13,561 52,195 ----------- ----------- --------- --------- ----------- NET INCREASES (58,410) (1,089,453) (893) (174,954) (1,323,710) Net assets available for plan benefits at beginning of year 233,013 1,608,748 23,313 292,550 2,157,624 ----------- ----------- --------- --------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $174,603 $ 519,295 $22,420 $ 117,596 $ 833,914 =========== =========== ========= ========= ===========
See notes to financial statements. -4- F-99 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN II
Year Ended December 31, 1992 ------------------------------------------------------- Fixed Rogers Equity Income Stock Loan Combined Fund Fund Fund Fund Funds ----------- ----------- --------- --------- ----------- ADDITIONS Investment income: Interest $ 43 $ 127,645 $ 21,373 $ 149,061 Dividends on capital stock of Rogers Corporation $ 56 56 Dividends--other 7,713 7,713 ----------- ----------- --------- --------- ----------- 7,756 127,645 56 21,373 156,830 Contributions: Employees 54,362 323,262 7,774 385,398 Rogers Corporation 4,228 25,050 684 29,962 ----------- ----------- --------- ----------- 58,590 348,312 8,458 415,360 Interfund transfers 30,481 (90,018) (2,702) 62,239 ----------- ----------- --------- --------- ----------- 96,827 385,939 5,812 83,612 572,190 DEDUCTIONS Withdrawals and forfeitures 34,897 447,933 10,179 62,543 555,552 ----------- ----------- --------- --------- ----------- 34,897 447,933 10,179 62,543 555,552 ----------- ----------- --------- --------- ----------- 61,930 (61,994) (4,367) 21,069 16,638 Net realized and unrealized appreciation in fair value of invest- ments--Note C 18,779 (2,792) 15,987 ----------- ----------- --------- --------- ----------- NET INCREASES 80,709 (61,994) (7,159) 21,069 32,625 Net assets available for plan benefits at beginning of year 152,304 1,670,742 30,472 271,481 2,124,999 ----------- ----------- --------- --------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $ 233,013 $1,608,748 $23,313 $292,550 $2,157,624 =========== =========== ========= ========= ===========
See notes to financial statements. -5- F-100 NOTES TO FINANCIAL STATEMENTS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN II December 31, 1993 NOTE A--SIGNIFICANT ACCOUNTING POLICIES 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. The investments in the Fidelity Equity-Income Fund and the Shawmut Bank Prime Money Market Fund are valued at the year-end market value of each participation unit held, which is based upon the market value of the underlying assets in each fund. The investments in the group annuity contracts, which consist primarily of guaranteed investment contracts, are valued at contract value as estimated by the insurance companies. 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. Interplan transfers represent amounts transferred to Rogers Employee Savings and Investment Plan I (RESIP) due to certain hourly employees becoming salaried employees. All costs and expenses incurred in connection with the operation of the Plan have been borne by Rogers Corporation (the Company). Shawmut Bank is the trustee of the Plan. NOTE B--DESCRIPTION OF THE PLAN The Rogers Employee Savings and Investment Plan II (RESIP II) is a contributory defined contribution plan covering all regular Arizona and California hourly employees of the Company of United States citizenship who have completed at least one year of continuous service. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Participants may contribute up to the lesser of $8,994 ($8,728 in 1992), 18% of their annual compensation, or highly compensated limitations mandated by non-discrimination testing. Contributions are allocated in multiples of 10% to any combination of three available investment options: A. Equity Fund, which is primarily invested in a mutual fund. B. Fixed Income Fund, which is primarily invested in group annuity contracts consisting of guaranteed investment contracts with various insurance companies. C. Rogers Stock Fund, which is primarily invested in the capital stock of Rogers Corporation. -6- F-101 NOTES TO FINANCIAL STATEMENTS--CONTINUED ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN II NOTE B--DESCRIPTION OF THE PLAN--CONTINUED The Company may contribute any factor from 0% to 50% of each participant's contribution up to the first 4% of each participant's annual compensation. The factor the Company contributed was 12.5% in 1993 and 1992. The Plan also contains provisions for a Loan Fund under which participants can borrow, within certain constraints, from their Plan account balance. All loans require approval by the RESIP II Committee. Loans made in 1993 and 1992 amounted to $148,750 and $229,906, respectively. Payroll deductions are required to repay the loans over a period of one to five years, as elected by the participant, with interest at a rate determined by the RESIP II Committee. Each participant's account reflects the individual's contribution, the Company's contribution and an allocation of Plan earnings. Total earnings by fund are allocated quarterly to individual accounts based on a ratio, the numerator of which is a participant's beginning fund balance less the participant's withdrawals plus 1/3 of the participant's contributions (employee's and employer's) and the participant's loan repayments to the fund for that quarter and the denominator of which is the sum of all participants' beginning fund balances less all withdrawals plus 1/3 of all participants' contributions (employees' and employer's) and all participants' loan repayments to that fund for that quarter. Participants are immediately 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. 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 reemployed with the Company within one year of termination forfeits his or her interest in the nonvested portion of the Company contribution. If reemployed within one year, the participant will recover his or her rights in this nonvested portion. -7- F-102 NOTES TO FINANCIAL STATEMENTS--CONTINUED ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN II NOTE B--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. A participant may borrow against vested balances, subject to Plan limitations. 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 as of the next quarterly valuation date offset by any outstanding Plan loans. 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 C--INVESTMENTS During 1993 and 1992 the Plan's investments (including investments bought, sold, as well as held during the year) appreciated (depreciated) in fair value by $52,195 and $15,987, as follows: Net Appreciation (Depreciation) Fair Value in Fair Value at End During Year of Year ----------------------------------- YEAR ENDED DECEMBER 31, 1993 Equity Fund: Fidelity Equity-Income Fund $38,634 $177,379 Rogers Stock Fund: Rogers Corporation capital stock 13,561 21,945 ------- $52,195 ======= YEAR ENDED DECEMBER 31, 1992 Equity Fund: Fidelity Equity-Income Fund $18,779 $243,407 Rogers Stock Fund: Rogers Corporation capital stock (2,792) 23,884 ------- $15,987 ======= The group annuity contracts mature at various dates subsequent to December 31, 1993. These contracts may be subject to certain penalties if discontinued prior to their maturity date. -8- F-103 NOTES TO FINANCIAL STATEMENTS--CONTINUED ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN II NOTE C--INVESTMENTS--CONTINUED The individual investments that represent 5% or more of the Plan's net assets are as follows: December 31 1993 1992 -------------------------- Insurance Contracts at contract value: Provident National Assurance Company Group Annuity Contract #027046 2702B, 8.50%, due December 31, 1993 $779,648 New York Life Insurance Company Group Annuity Contract #GA06430, 6.30%, due January 2, 1995 $166,306 621,912 Prudential Life Insurance Company Group Annuity Contract #GA 7544-221, 5.630%, due January 2, 1996 206,979 Principal Mutual Life Insurance Company Group Annuity Contract #4-10396, 4.820%, due December 31, 1996 152,148 Investments at fair value: Fidelity Equity-Income Fund (5,241.698 and 8,390.469 units) 177,379 243,407 Shawmut Bank Prime Money Market Fund ($329,602 face amount) 329,602 The cost of investments is as follows: December 31 1993 1992 ----------------------------- Provident National Assurance Company Group Annuity Contracts with interest guarantees $ 779,648 New York Life Insurance Company Group Annuity Contract with interest guarantee $166,306 621,912 Prudential Life Insurance Company Group Annuity Contract with interest guarantee 206,979 Principal Mutual Life Insurance Company Group Annuity Contract with interest guarantee 152,148 Fidelity Equity-Income Fund 146,815 220,274 Rogers Corporation capital stock 17,557 35,862 Shawmut Bank Prime Money Market Fund 4,853 329,602 -------- ---------- $694,658 $1,987,298 ======== ========== -9- F-104 NOTES TO FINANCIAL STATEMENTS--CONTINUED ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN II NOTE D--TRANSACTIONS WITH PARTIES-IN-INTEREST During the years ended December 31, 1993 and 1992, the Plan entered into the following transactions with parties-in-interest: December 31 1993 1992 ---------------------------------------- Units/ Units/ Shares Amount Shares Amount ---------------------------------------- Shawmut Bank Prime Money Market Fund: Purchases of face amount 2,106,731 $2,106,731 1,024,012 $1,024,012 Sales of face amount 2,431,480 2,431,480 1,134,797 1,134,797 Investment income 682 506 Rogers Corporation: Purchases of capital stock 286 5,233 270 4,186 Distributions of capital stock to participants 67 1,245 156 3,286 Sales of capital stock 1,091 22,293 226 4,836 Dividend income 56 NOTE E--PLAN AMENDMENT During 1993, the Plan Sponsor disposed of its Flexible Interconnections Division (the Division). Prior to this disposition, the Plan was amended to provide participants who ceased participation in the Plan as a result of the disposition to become 100% vested in their Company match as of the date of the disposition of the Division. Also as a result of this disposition, $1,248,000 was transferred from the Plan to a trust sponsored by the company that acquired the Division. NOTE F--INCOME TAX STATUS The Internal Revenue Service has ruled 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 II 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- F-105 ASSETS HELD FOR INVESTMENT PURPOSES ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN II December 31, 1993 Description of Invest- ment Including Maturity Identity of Issue Date, Rate of Interest, Current or Borrower Par or Maturity Value Cost Value - - -------------------------- ----------------------- ----------- ----------- Equity Fund: Fidelity Equity-Income 5,241.698 units of Fund participation $ 146,815 $ 177,379 Shawmut Bank Prime Money Market Fund $689 face amount 689 689 ----------- ----------- 147,504 178,068 Fixed Income Fund: Group Annuity Contracts with interest guarantees: New York Life New York Life Insurance Insurance Company Company Contract #GA06430, 6.30%, due January 2, 1995 166,306 166,306 Prudential Life Prudential Life Insurance Insurance Company Company Contract #GA 7544-221, 5.630%, due January 2, 1996 206,979 206,979 Principal Mutual Principal Mutual Life Life Insurance Insurance Company Contract Company #4-10396, 4.820%, due December 31, 1996 152,148 152,148 ----------- ----------- 525,433 525,433 Shawmut Bank Prime Money Market Fund $3,690 face amount 3,690 3,690 ----------- ----------- 529,123 529,123 Rogers Stock Fund: Capital Stock: Rogers Corporation 840 shares 17,557 21,945 Shawmut Bank Prime Money Market Fund $474 face amount 474 474 ----------- ----------- 18,031 22,419 Loan Fund Participant loans Paricipant loans, interest from 6.5% to 12.0% 117,596 117,596 ----------- ----------- $ 812,254 $ 847,206 =========== =========== [FN] Indicates party-in-interest to the Plan. -11- F-106 SCHEDULE OF REPORTABLE TRANSACTIONS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN II Year Ended December 31, 1993
Current Value of Asset on Identity of Purchase Selling Cost of Transaction Net Party Involved Description of Assets Price Price Asset Date Gain - - ---------------------------- --------------------------------------- ---------- ---------- ---------- ---------- ------- Category (i)--A single transaction in excess of 5% of plan assets - - ----------------------------------------------------------------- Shawmut Bank Shawmut Bank Prime Money Market Fund: $121,796 face amount $ 121,796 $ 121,796 $ 121,796 $166,615 face amount 166,615 166,615 166,615 $968,439 face amount 968,439 968,439 968,439 $125,048 face amount $ 125,048 125,048 125,048 $166,615 face amount 166,615 166,615 166,615 $325,483 face amount 325,483 325,483 325,483 $968,439 face amount 968,439 968,439 968,439 Provident National Assurance Company Provident National Assurance Company Contract #027046 2702B, 8.50%, due December 31, 1993 $222,209 face amount 222,209 222,209 222,209 $422,637 face amount 422,637 422,637 422,637 New York Life Insurance Company New York Life Insurance Company Contract #GA06430, 6.30%, due January 2, 1995 $322,578 face amount 322,578 322,578 322,578 Prudential Life Insurance Company Prudential Life Insurance Company Contract #GA7544-221, 5.630%, due January 2, 1996 $325,483 face amount 325,483 325,483 325,483 $223,223 face amount 223,223 223,223 223,223 Principal Mutual Life Insurance Company Principal Mutual Life Insurance Company Contract #GA 4-10396, 4.820%, due December 31, 1996 $152,148 face amount 152,148 152,148 152,148 Fidelity Equity-Income Fund Fidelity Equity-Income Fund 5,106.194 units 166,615 138,515 166,615 $28,100 Indicates party-in-interest to the Plan.
-12- F-107 SCHEDULE OF REPORTABLE TRANSACTIONS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN II Year Ended December 31, 1993
Current Value of Asset on Identity of Purchase Selling Cost of Transaction Net Party Involved Description of Assets Price Price Asset Date Gain - - ---------------------------- --------------------------------------- ---------- ---------- ---------- ---------- ------- Category (iii)--A series of securities transactions in excess of 5% of plan assets - - ----------------------------------------------------------------------------------- Shawmut Bank Shawmut Bank Prime Money Market Fund: Purchased $2,106,731 face amount in 115 transactions $2,106,731 $2,106,731 $2,106,731 Sold $2,431,480 face amount in 84 transactions $2,431,480 2,431,480 2,431,480 New York Life Insurance Company New York Life Insurance Company Contract #GA06430, 6.30%, due January 2, 1995 Purchased $27,303 face amount in 13 transactions 27,303 27,303 27,303 Sold $482,890 face amount in 9 transactions 482,890 482,890 482,890 Provident National Assurance Company Provident National Assurance Company Contract #027046 2702B, 8.50%, due December 31, 1993 Purchased $49,450 face amount in 13 transactions 49,450 49,450 49,450 Sold $829,097 face amount in 9 transactions 829,097 829,097 829,097 Prudential Life Insurance Company Prudential Life Insurance Company Contract #GA7544-221, 5.630%, due January 2, 1996 Purchased $521,630 face amount in 20 transactions 521,630 521,630 521,630 Sold $314,651 face amount in 8 transactions 314,651 314,651 314,651 Indicates party-in-interest to the Plan.
-13- F-108 SCHEDULE OF REPORTABLE TRANSACTIONS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN II Year Ended December 31, 1993
Current Value of Asset on Identity of Purchase Selling Cost of Transaction Net Party Involved Description of Assets Price Price Asset Date Gain - - ---------------------------- --------------------------------------- ---------- ---------- ---------- ---------- ------- Category (iii)--A series of securities transactions in excess of 5% of plan assets continued: - - --------------------------------------------------------------------------------------------- Fidelity Equity-Income Fund Fidelity Equity-Income Fund Purchased 2,484.180 units in 16 transactions $ 79,346 $ 79,346 $ 79,346 Sold 5,632.951 units in 2 transactions $ 184,009 152,804 184,009 $31,205 There were no category (ii) or (iv) reportable transactions during 1993.
-14- F-109 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in Registration Statements (Form S-8 Nos. 2-84992, 33-15119, 33-21121, 33-26177, 33-38219, 33-14347, 33-44087 and 33-53353) pertaining to employee benefit plans of Rogers Corporation and in Registration Statement (Form S-3 No. 33-53369) pertaining to warrants of Rogers Corporation of our report dated June 23, 1994, with respect to the financial statements and schedules of the Rogers Employee Savings and Investment Plan II included in this Annual Report (Form 11-K) for the year ended December 31, 1993. Providence, Rhode Island June 23, 1994 ERNST & YOUNG -15- F-110 Exhibit 28e 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, 1993 ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN III (Full title of the plan) ROGERS CORPORATION (Name of issuer of the securities held pursuant to the plan) One Technology Drive Rogers, Connecticut 06263 (address of principal executive offices) F-111 Audited Financial Statements ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN III December 31, 1993 Report of Ernst & Young, Independent Auditors.............................1 Statement of Net Assets Available for Plan Benefits.......................2 Statement of Changes in Net Assets Available for Plan Benefits............4 Notes to Financial Statements.............................................6 Schedule of Assets Held for Investment Purposes..........................10 Schedule of Reportable Transactions......................................11 Consent of Independent Auditors..........................................14 F-112 REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS Rogers Employee Savings and Investment Plan III Committee Rogers Employee Savings and Investment Plan III Rogers Corporation We have audited the accompanying statements of net assets available for plan benefits of Rogers Employee Savings and Investment Plan III as of December 31, 1993 and 1992, and the related statements of changes in net assets available for plan 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 generally accepted auditing standards. 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 plan benefits of the Plan at December 31, 1993 and 1992, and the changes in its net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made 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 as of December 31, 1993 and reportable transactions for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the 1993 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1993 financial statements taken as a whole. Providence, Rhode Island June 23, 1994 ERNST & YOUNG -1- F-113 STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN III
December 31, 1993 -------------------------------------------------------- Fixed Rogers Equity Income Stock Loan Combined Fund Fund Fund Fund Funds ----------- ----------- --------- --------- ----------- ASSETS Investments--Note C: Capital stock of Rogers Corporation $28,372 $ 28,372 Fidelity Equity-Income Fund $236,363 236,363 Shawmut Bank Prime Money Market Fund 27 $ 21 29 77 New York Life Insurance Company Group Annuity Contract with interest guarantee 98,058 98,058 Prudential Life Insurance Company Group Annuity Contract with interest guarantee 117,465 117,465 Principal Mutual Life Insurance Company Group Annuity Contract with interest guarantee 74,621 74,621 ----------- ----------- --------- ----------- Total investments 236,390 290,165 28,401 554,956 Accounts receivable--loans to participants $7,196 7,196 Accrued income 845 845 Contribution receivable 0 ----------- ----------- --------- --------- ----------- TOTAL ASSETS 236,390 291,010 28,401 7,196 562,997 LIABILITIES Withdrawals payable to participants 0 0 0 0 ----------- ----------- --------- --------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $236,390 $291,010 $28,401 $7,196 $562,997 =========== =========== ========= ========= ===========
See notes to financial statements. -2- F-114 STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN III
December 31, 1992 ------------------------------------------------------- Fixed Rogers Equity Income Stock Loan Combined Fund Fund Fund Fund Funds ----------- ----------- --------- --------- ----------- ASSETS Investments--Note C: Capital stock of Rogers Corporation $19,390 $19,390 Fidelity Equity-Income Fund $60,712 60,712 Shawmut Bank Prime Money Market Fund 13 $ 13 2 28 Provident National Assurance Company Group Annuity Contract with interest guarantee 106,913 106,913 New York Life Insurance Company Group Annuity Contract with interest guarantee 102,187 102,187 ----------- ----------- --------- ----------- Total investments 60,725 209,113 19,392 289,230 Accounts receivable--loans to participants $250 250 Accrued income 1,228 1,228 Contribution receivable 1,330 1,330 ----------- ----------- --------- --------- ----------- TOTAL ASSETS 60,725 210,341 20,722 250 292,038 LIABILITIES Withdrawals payable to participants 10,937 10,937 ----------- ----------- --------- --------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $60,725 $199,404 $20,722 $250 $281,101 =========== =========== ========= ========= ===========
See notes to financial statements. -3- F-115 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN III
Year Ended December 31, 1993 -------------------------------------------------------- Fixed Rogers Equity Income Stock Loan Combined Fund Fund Fund Fund Funds ----------- ----------- --------- --------- ----------- ADDITIONS Investment income: Interest $ 16 $ 17,148 $ 86 $ 17,250 Dividends--other 5,578 5,578 Capital gains 792 792 ----------- ----------- --------- ----------- 6,386 17,148 86 23,620 Employee contributions 87,889 124,495 $ 9,611 221,995 Interfund transfers 65,950 (50,037) (22,773) 6,860 ----------- ----------- --------- --------- ----------- 160,225 91,606 (13,162) 6,946 245,615 DEDUCTIONS Withdrawals and forfeitures (19) (19) ----------- ----------- --------- --------- ----------- 160,225 91,606 (13,143) 6,946 245,634 Net realized and unrealized appreciation in fair value of invest- ments--Note C 15,440 20,822 36,262 ----------- ----------- --------- --------- ----------- NET INCREASES 175,665 91,606 7,679 6,946 281,896 Net assets available for plan benefits at beginning of year 60,725 199,404 20,722 250 281,101 ----------- ----------- --------- --------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $236,390 $291,010 $28,401 $7,196 $562,997 =========== =========== ========= ========= ===========
See notes to financial statements. -4- F-116 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN III
Year Ended December 31, 1992 ------------------------------------------------------- Fixed Rogers Equity Income Stock Loan Combined Fund Fund Fund Fund Funds ----------- ----------- --------- --------- ----------- ADDITIONS Investment income: Interest $ 11 $ 11,210 $ 29 $ 11,250 Dividends on capital stock of Rogers Corporation $ 2 2 Dividends--other 1,449 1,449 ----------- ----------- --------- --------- ----------- 1,460 11,210 2 29 12,701 Employee contributions 47,346 113,929 9,619 170,894 Interfund transfers 3,443 (13,639) 9,975 221 ----------- ----------- --------- --------- ----------- 52,249 111,500 19,596 250 183,595 DEDUCTIONS Withdrawals and forfeitures 390 11,327 15 11,732 ----------- ----------- --------- --------- ----------- 51,859 100,173 19,581 250 171,863 Net realized and unrealized appreciation in fair value of invest- ments--Note C 3,308 92 3,400 ----------- ----------- --------- --------- ----------- NET INCREASES 55,167 100,173 19,673 250 175,263 Net assets available for plan benefits at beginning of year 5,558 99,231 1,049 105,838 ----------- ----------- --------- --------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $60,725 $199,404 $20,722 $250 $281,101 =========== =========== ========= ========= ===========
See notes to financial statements. -5- F-117 NOTES TO FINANCIAL STATEMENTS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN III December 31, 1993 NOTE A--SIGNIFICANT ACCOUNTING POLICIES 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. The investments in the Fidelity Equity-Income Fund and the Shawmut Bank Prime Money Market Fund are valued at the year-end market value of each participation unit held, which is based upon the market value of the underlying assets in each fund. The investments in the group annuity contracts, which consist primarily of guaranteed investment contracts, are valued at contract values estimated by the insurance companies. 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. All costs and expenses incurred in connection with the operation of the Plan have been borne by Rogers Corporation (the Company). Shawmut Bank is the trustee of the Plan. NOTE B--DESCRIPTION OF THE PLAN The Rogers Employee Savings and Investment Plan III (RESIP III) is a contributory defined contribution plan covering all regular hourly employees of the Company of United States citizenship who are members of either United Paperworkers International Union Local 46, 683, or 1554 and have completed at least one year of continuous service. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Participants may contribute up to the lesser of $8,994 ($8,728 in 1992), 18% of their annual compensation, or highly compensated limitations mandated by non-discrimination testing. Contributions are allocated in multiples of 10% to any combination of three available investment options: A. Equity Fund, which is invested in a mutual fund. B. Fixed Income Fund, which is primarily invested in group annuity contracts consisting of guaranteed investment contracts with various insurance companies. C. Rogers Stock Fund, which is primarily invested in the capital stock of Rogers Corporation. -6- F-118 NOTES TO FINANCIAL STATEMENTS--CONTINUED ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN III NOTE B--DESCRIPTION OF THE PLAN--CONTINUED The Plan also contains provisions for a Loan Fund under which participants can borrow, within certain constraints, from their Plan account balance. All loans require approval by the RESIP III Committee. Loans made in 1993 and 1992 amounted to $8,259 and $1,000, respectively. Payroll deductions are required to repay the loans over a period of one to five years, as elected by the participant, with interest at a rate determined by the RESIP III Committee. Each participant's account reflects the individual's contribution and an allocation of Plan earnings. Total earnings by fund are allocated quarterly to individual accounts based on a ratio, the numerator of which is a participant's beginning fund balance less the participant's withdrawals plus 1/3 of the participant's contributions and the participant's loan repayments to the fund for that quarter and the denominator of which is the sum of all participants' beginning fund balances less all withdrawals plus 1/3 of all participants' contributions and all participants' loan repayments to that fund for that quarter. Participants are immediately 100% vested in their contributions. 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. A participant may borrow against his or her balances, subject to Plan limitations. 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 his or her total account as of the next quarterly valuation date offset by any outstanding Plan loans. Although it has not expressed any intent to do so, the Company has the right to terminate the Plan subject to the provisions of ERISA. -7- F-119 NOTES TO FINANCIAL STATEMENTS--CONTINUED ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN III NOTE C--INVESTMENTS During 1993 and 1992, the Plan's investments (including investments bought, sold, as well as held during the year) appreciated in fair value by $36,262 and $3,400, as follows: Net Appreciation (Depreciation) Fair Value in Fair Value at End During Year of Year ---------------- ---------- YEAR ENDED DECEMBER 31, 1993 Equity Fund: Fidelity Equity-Income Fund $15,440 $236,363 Rogers Stock Fund: Rogers Corporation capital stock 20,822 28,372 ------- $36,262 ======= YEAR ENDED DECEMBER 31, 1992 Equity Fund: Fidelity Equity-Income Fund $ 3,308 $60,712 Rogers Stock Fund: Rogers Corporation capital stock 92 19,390 ------- $ 3,400 ======= The group annuity contracts mature subsequent to December 31, 1993. These contracts may be subject to certain penalties if discontinued prior to maturity date. The individual investments that represent 5% or more of the Plan's net assets are as follows: December 31 1993 1992 -------------------------------- Insurance Contracts at contract value: Provident National Assurance Company Group Annuity Contract #027046 2702C, 8.50%, due December 31, 1993 $106,913 New York Life Insurance Company Group Annuity Contract #GA06430, 6.30%, due January 2, 1995 $ 98,058 102,187 Prudential Insurance Company Group Annuity Contract #GA 7544-231, 5.63%, due January 2, 1996 117,465 Principal Mutual Life Insurance Company Group Annuity Contract #4-10396, 4.820%, due December 31, 1996 74,621 Investments at fair value: Fidelity Equity-Income Fund (6,984.657 and 2,092.777 units) 236,363 60,712 Rogers Corporation Capital Stock (1,086 and 1,385 units) 28,372 19,390 -8- F-120 NOTES TO FINANCIAL STATEMENTS--CONTINUED ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN III NOTE C--INVESTMENTS--CONTINUED The cost of investments is as follows: December 31 1993 1992 -------------------------------- Provident National Assurance Company Group Annuity Contract with interest guarantee $106,913 New York Life Insurance Company Group Annuity Contract with interest guarantee $ 98,058 102,187 Prudential Life Insurance Company Group Annuity Contract with interest guarantee 117,465 Principal Mutual Life Insurance Company Group Annuity Contract with interest guarantee 74,621 Fidelity Equity-Income Fund 217,301 57,092 Rogers Corporation capital stock 16,905 19,508 Shawmut Bank Prime Money Market Fund 77 28 -------- -------- $524,427 $285,728 ======== ======== NOTE D--TRANSACTIONS WITH PARTIES-IN-INTEREST During the years ended December 31, 1993 and 1992, the Plan entered into the following transactions with parties-in-interest: December 31 1993 1992 ---------------------------------------- Units/ Units/ Shares Amount Shares Amount ---------------------------------------- Shawmut Bank Prime Money Market Fund: Purchases of face amount 208,948 $208,948 82,427 $ 82,427 Sales of face amount 208,899 208,899 82,412 82,412 Investment income 20 19 Rogers Corporation: Purchases of capital stock 547 9,470 1,325 18,331 Sales of capital stock 846 12,073 Dividend income 2 NOTE E--INCOME TAX STATUS The Company has not yet applied for a determination from the Internal Revenue Service (IRS) as to its qualification under Section 401(a) of the Internal Revenue Code (IRC). The Rogers Employee Savings and Investment Plan III Committee is not aware of any course of action or series of events that have occurred that might adversely affect the Plan's ability to qualify under Section 401(a) of the IRC. Once the Plan is qualified by the IRS, the Plan will be required to continue to operate in conformity with the IRC to maintain its qualification. -9- F-121 ASSETS HELD FOR INVESTMENT PURPOSES ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN III December 31, 1993 Description of Invest- ment Including Maturity Identity of Issue Date, Rate of Interest, Current or Borrower Par or Maturity Value Cost Value - - -------------------------- ----------------------- ----------- ----------- Equity Fund: Fidelity Equity-Income 6,984.657 units of Fund participation $ 217,301 $ 236,363 Shawmut Bank Prime Money Market Fund $27 face amount 27 27 ----------- ----------- 217,328 236,390 Fixed Income Fund: Group Annuity Contracts with interest guarantees: New York Life New York Life Insurance Insurance Company Company Contract #GA06430, 6.30%, due January 2, 1995 98,058 98,058 Prudential Life Prudential Life Insurance Insurance Company Company Contract #GA 7544-231, 5.630%, due January 2, 1996 117,465 117,465 Principal Mutual Principal Mutual Life Life Insurance Insurance Company Contract Company #4-10396, 4.820%, due December 31, 1996 74,621 74,621 ----------- ----------- 290,144 290,144 Shawmut Bank Prime Money Market Fund $21 face amount 21 21 ----------- ----------- 290,165 290,165 Rogers Stock Fund: Capital Stock: Rogers Corporation 1,086 shares 16,905 28,372 Shawmut Bank Prime Money Market Fund $29 face amount 29 29 ----------- ----------- 16,934 28,401 Loan Fund Participant loans Paricipant loans, interest from 6.5% to 12.0% 7,196 7,196 ----------- ----------- $ 531,623 $ 562,152 =========== =========== [FN] Indicates party-in-interest to the Plan. -10- F-122 SCHEDULE OF REPORTABLE TRANSACTIONS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN III Year Ended December 31, 1993
Current Value of Asset on Identity of Purchase Selling Cost of Transaction Net Party Involved Description of Assets Price Price Asset Date Gain - - ---------------------------- --------------------------------------- ---------- ---------- ---------- ---------- ------- Category (i)--A single transaction in excess of 5% of plan assets - - ----------------------------------------------------------------- Shawmut Bank Shawmut Bank Prime Money Market Fund: $53,004 face amount $ 53,004 $ 53,004 $ 53,004 $23,439 face amount 23,439 23,439 23,439 $21,310 face amount 21,310 21,310 21,310 $16,555 face amount 16,555 16,555 16,555 $14,595 face amount 14,595 14,595 14,595 $53,003 face amount $ 53,003 53,003 53,003 $23,439 face amount 23,439 23,439 23,439 $21,657 face amount 21,657 21,657 21,657 $21,285 face amount 21,285 21,285 21,285 $15,988 face amount 15,988 15,988 15,988 $14,595 face amount 14,595 14,595 14,595 $14,555 face amount 14,555 14,555 14,555 Provident National Assurance Company Provident National Assurance Company Contract #027046 2702C, 8.50%, due December 31, 1993 $108,983 face amount 108,983 108,983 108,983 Prudential Life Insurance Company Prudential Life Insurance Company Contract #GA7544-231, 5.630%, due January 2, 1996 $34,362 face amount 34,362 34,362 34,362 $14,650 face amount 14,650 14,650 14,650 Principal Mutual Life Insurance Company Principal Mutual Life Insurance Company Contract #GA 4-10396, 4.820%, due December 31, 1996 $74,621 face amount 74,621 74,621 74,621 Fidelity Equity-Income Fund Fidelity Equity-Income Fund 1,580.805 units 53,004 53,004 53,004 736.390 units 23,439 23,439 23,439 471.698 units 15,000 15,000 15,000 449.772 units 14,595 14,595 14,595 475.617 units 15,000 15,000 15,000 Rogers Corporation Rogers Corp. Common Stock 846.00 shares 21,310 12,073 21,310 9,237 Indicates party-in-interest to the Plan.
-11- F-123 SCHEDULE OF REPORTABLE TRANSACTIONS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN III Year Ended December 31, 1993
Current Value of Asset on Identity of Purchase Selling Cost of Transaction Net Party Involved Description of Assets Price Price Asset Date Gain - - ---------------------------- --------------------------------------- ---------- ---------- ---------- ---------- ------- Category (iii)--A series of securities transactions in excess of 5% of plan assets - - ----------------------------------------------------------------------------------- Shawmut Bank Shawmut Bank Prime Money Market Fund: Purchased $208,948 face amount in 28 transactions $ 208,948 $ 208,948 $ 208,948 Sold $208,899 face amount in 18 transactions $ 208,899 208,899 208,899 New York Life Insurance Company New York Life Insurance Company Contract #GA06430, 6.30%, due January 2, 1995 Purchased $6,093 face amount in 12 transactions 6,093 6,093 6,093 Sold $10,222 face amount in 2 transactions 10,222 10,222 10,222 Provident National Assurance Company Provident National Assurance Company Contract #027046 2702C, 8.50%, due December 31, 1993 Purchased $9,681 face amount in 13 transactions 9,681 9,681 9,681 Sold $116,594 face amount in 2 transactions 116,594 116,594 116,594 Prudential Life Insurance Company Prudential Life Insurance Company Contract #GA7544-231, 5.630%, due January 2, 1996 Purchased $120,967 face amount in 22 transactions 120,967 120,967 120,967 Sold $3,502 face amount in 1 transaction 3,502 3,502 3,502 Indicates party-in-interest to the Plan.
-12- F-124 SCHEDULE OF REPORTABLE TRANSACTIONS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN II Year Ended December 31, 1993
Current Value of Asset on Identity of Purchase Selling Cost of Transaction Net Party Involved Description of Assets Price Price Asset Date Gain - - ---------------------------- --------------------------------------- ---------- ---------- ---------- ---------- ------- Category (iii)--A series of securities transactions in excess of 5% of plan assets continued: - - --------------------------------------------------------------------------------------------- Fidelity Equity-Income Fund Fidelity Equity-Income Fund Purchased 5,367.497 units in 18 transactions $ 175,209 $ 175,209 $ 175,209 Sold 475.617 units in 1 transaction $ 15,000 15,000 15,000 Rogers Corporation Rogers Corp. Common Stock Sold 846.00 shares in 1 transaction 21,310 12,073 21,310 $9,237 Purchased 547.00 shares in 12 transactions 9,470 9,470 9,470 There were no category (ii) or (iv) reportable transactions during 1993. Indicates party-in-interest to the Plan.
-13- F-125 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in Registration Statements (Form S-8 Nos. 2-84992, 33-15119, 33-21121, 33-26177, 33-38219, 33-14347, 33-44087 and 33-53353) pertaining to employee benefit plans of Rogers Corporation and in Registration Statement (Form S-3 No. 33-53369) pertaining to warrants of Rogers Corporation of our report dated June 23, 1994, with respect to the financial statements and schedules of the Rogers Employee Savings and Investment Plan III included in this Annual Report (Form 11-K) for the year ended December 31, 1993. Providence, Rhode Island June 23, 1994 ERNST & YOUNG -14- SIGNATURES 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 thereunto duly authorized. ROGERS CORPORATION (Registrant) By s/DONALD F. O'LEARY Donald F. O'Leary Authorized Officer Assistant Controller Dated: June 29, 1994 -----END PRIVACY-ENHANCED MESSAGE-----