-----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, SiYEk6INgU8YzQOYhe7CsmPKtaRMQWvblQ3XSxMCXgMOlP51fC2GLMxJTQwOPWZB FuPQi7EEB7ds+PR+yB6EZQ== 0000084748-99-000007.txt : 19990624 0000084748-99-000007.hdr.sgml : 19990624 ACCESSION NUMBER: 0000084748-99-000007 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990103 FILED AS OF DATE: 19990623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROGERS CORP CENTRAL INDEX KEY: 0000084748 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 060513860 STATE OF INCORPORATION: MA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-04347 FILM NUMBER: 99650534 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 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 3, 1999 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 February 25, 1999 was $194,740,286. The number of shares of Capital Stock, $1 par value, outstanding as of February 25, 1999 was 7,621,266. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's annual report to shareholders for the fiscal year ended January 3, 1999 are incorporated by reference into Parts I and II. Portions of the proxy statement for the Registrant's 1999 annual meeting of stockholders to be held April 22, 1999, 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), was filed as Registration Statement No. 333-14419 on Form S-8 dated October 18, 1996*. 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 December 6, 1996 and amended on December 18, 1997). The 1996 plan, as amended and restated on December 6, 1996, was filed as Exhibit 10h to the 1996 Form 10-K*. The 1997 amendment is filed herewith. 10i Rogers Corporation Voluntary Deferred Compensation Plan for Non-Employee Directors** (1994, as amended December 26, 1995 and December 27, 1996). The 1994 plan, the December 26, 1995 and December 27, 1996 amendments were filed as Exhibit 10i to the 1994 Form 10-K, 1995 Form 10-K, and 1996 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, and April 16, 1996). The 1993 plan and the 1994 amendments were filed as Exhibit 10j to the 1994 Form 10-K. The 1995 and 1996 amendments were filed as Exhibit 10j to the 1995 Form 10-K and 1996 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** was filed as Registration Statement No. 333-50901 on April 24, 1998*. 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, 1998 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, 1998 Report of Ernst & Young LLP, 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 Line 27a - Schedule of Assets Held for Investment Purposes.... .......12 Line 27d - Schedule of Reportable Transactions........................13 Consent of Independent Auditors.......................................15 REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS Rogers Employee Savings and Investment Plan Committee Rogers Employee Savings and Investment Plan Rogers Corporation We have audited the accompanying statements of net assets available for plan benefits of Rogers Employee Savings and Investment Plan as of December 31, 1998 and 1997, 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, 1998 and 1997, 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 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 as of December 31, 1998, 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 audit of the 1998 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1998 financial statements taken as a whole. ERNST & YOUNG LLP Providence, Rhode Island May 14, 1999 - 1 - STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
December 31, 1998 --------------------------------------------------------- Fixed Rogers Equity Income Stock Loan Funds Fund Fund Fund Total ----------- ----------- ----------- --------- ----------- ASSETS Investments--Note B: CIGNA Pooled Separate Accounts: 55Q - Fidelity Puritan Fund $ 3,250,732 $ 3,250,732 55P - Fidelity Equity- Income II Fund 6,742,073 6,742,073 55A - Fidelity Advisor Growth Opportunities Fund 5,730,519 5,730,519 55F - Warburg-Pincus Advisor International Equity Fund 1,089,805 1,089,805 SA-55EV - Janus Worldwide Fund 1,104,520 1,104,520 SA-55E3 - Lazard Small Cap Portfolio 336,136 336,136 SA-B - CIGNA Stock Index Account 1,039,934 1,039,934 SA-55NM - Neuberger & Berman Partners Account 605,531 605,531 CIGNA Guaranteed Long-Term Fund $13,164,211 13,164,211 Capital stock of Rogers Corporation $ 5,581,094 5,581,094 Participants Notes Receivable $ 907,607 907,607 ----------- ----------- ----------- --------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $19,899,250 $13,164,211 $ 5,581,094 $ 907,607 $39,552,162 =========== =========== =========== ========= ===========
See notes to financial statements. - 2 - STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
December 31, 1997 --------------------------------------------------------- Fixed Rogers Equity Income Stock Loan Funds Fund Fund Fund Total ----------- ----------- ----------- --------- ----------- ASSETS Investments--Note B: CIGNA Pooled Separate Accounts: 55Q - Fidelity Puritan Fund $ 2,959,549 $ 2,959,549 55P - Fidelity Equity- Income II Fund 5,454,744 5,454,744 55A - Fidelity Advisor Growth Opportunities Fund 4,564,818 4,564,818 55F - Warburg-Pincus Advisor International Equity Fund 1,098,402 1,098,402 SA-55EV - Janus Worldwide Fund 594,794 594,794 SA-55E3 - Lazard Small Cap Portfolio 275,443 275,443 SA-B - CIGNA Stock Index Account 520,277 520,277 SA-55NM - Neuberger & Berman Partners Account 482,284 482,284 CIGNA Guaranteed Long-Term Fund $12,121,263 12,121,263 Capital stock of Rogers Corporation $ 5,872,830 5,872,830 Participants Notes Receivable $ 807,112 807,112 ----------- ----------- ----------- --------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $15,950,311 $12,121,263 $ 5,872,830 $ 807,112 $34,751,516 =========== =========== =========== ========= ===========
See notes to financial statements. - 3 - STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
Year Ended December 31, 1998 --------------------------------------------------------- Fixed Rogers Equity Income Stock Loan Funds Fund Fund Fund Total ----------- ----------- ----------- --------- ----------- ADDITIONS Investment income: Interest $ 735,971 $ 75,366 $ 811,337 Contributions: Employees and rollovers $ 2,094,398 743,196 $ 376,882 3,214,476 Rogers Corporation 702,675 702,675 ----------- ----------- ----------- ----------- 2,094,398 743,196 1,079,557 3,917,151 Interfund transfers, net (709,202) 282,999 353,919 72,284 -- ----------- ----------- ----------- --------- ----------- Total additions 1,385,196 1,762,166 1,433,476 147,650 4,728,488 DEDUCTIONS Administrative expenses 4,534 4,534 Withdrawals and forfeitures 522,003 719,266 144,226 47,155 1,432,650 ----------- ----------- ----------- --------- ----------- Total deductions 522,003 719,266 148,760 47,155 1,437,184 ----------- ----------- ----------- --------- ----------- Net additions 863,193 1,042,900 1,284,716 100,495 3,291,304 Net realized and unrealized appreciation (depreciation) in fair value of investments 3,085,746 48 (1,576,452) -- 1,509,342 ----------- ----------- ----------- --------- ----------- NET INCREASE (DECREASE) 3,948,939 1,042,948 (291,736) 100,495 4,800,646 Net assets available for plan benefits at beginning of year 15,950,311 12,121,263 5,872,830 807,112 34,751,516 ----------- ----------- ----------- --------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $19,899,250 $13,164,211 $ 5,581,094 $ 907,607 $39,552,162 =========== =========== =========== ========= ===========
See notes to financial statements. - 4 - STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
Year Ended December 31, 1997 --------------------------------------------------------- Fixed Rogers Equity Income Stock Loan Funds Fund Fund Fund Total ----------- ----------- ----------- --------- ----------- ADDITIONS Investment income: Interest $ 665,827 $ 61,765 $ 727,592 Contributions: Employees and rollovers $ 2,407,421 930,111 $ 374,717 3,712,249 Rogers Corporation 161,690 59,712 284,802 506,204 ----------- ----------- ----------- --------- ----------- 2,569,111 989,823 659,519 4,218,453 Interfund transfers, net (81,051) (40,460) 52,449 69,062 -- ----------- ----------- ----------- --------- ----------- Total additions 2,488,060 1,615,190 711,968 130,827 4,946,045 DEDUCTIONS Administrative expenses 4,858 4,858 Withdrawals and forfeitures 304,245 536,881 40,545 27,517 909,188 ----------- ----------- ----------- --------- ----------- Total deductions 304,245 536,881 45,403 27,517 914,046 ----------- ----------- ----------- --------- ----------- Net additions 2,183,815 1,078,309 666,565 103,310 4,031,999 Net realized and unrealized appreciation (depreciation) in fair value of investments 2,621,090 (10,789) 1,863,817 -- 4,474,118 ----------- ----------- ----------- --------- ----------- NET INCREASE 4,804,905 1,067,520 2,530,382 103,310 8,506,117 Net assets available for plan benefits at beginning of year 11,145,406 11,053,743 3,342,448 703,802 26,245,399 ----------- ----------- ----------- --------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $15,950,311 $12,121,263 $ 5,872,830 $ 807,112 $34,751,516 =========== =========== =========== ========= ===========
See notes to financial statements. - 5 - NOTES TO FINANCIAL STATEMENTS ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN Years Ended December 31, 1998 and 1997 NOTE A--SIGNIFICANT ACCOUNTING POLICIES The accounts of the Rogers Employee Savings and Investment Plan (the Plan or RESIP) are reported on the accrual basis. The preparation of financial statements in conformity with GAAP requires the use of management's estimates. 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 the Fixed Income Fund, which consist primarily of 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 6.13% for 1998 and 6.03% for 1997. The crediting interest rate was 6.20% for the first six months of 1998 and 6.05% for the final six months of 1998. The majority of the costs and expenses incurred in connection with the operation of the Plan have been borne by Rogers Corporation. NOTE B--DESCRIPTION OF THE PLAN The 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 1998 and $9,500 in 1997, 18% of their annual compensation, or highly compensated limitations mandated by non-discrimination testing. Since July 1, 1997, contributions are allocated in any combination of the following ten available investment options. A. Fixed Income Fund - portfolio of a guaranteed investment contract with an insurance company and the CIGNA Guaranteed Long-Term Fund which is invested primarily in intermediate-term bonds and commercial mortgages. As of January 2, 1997, all remaining guaranteed investment contracts were rolled into the CIGNA Guaranteed Long-Term Fund. - 6 - NOTES TO FINANCIAL STATEMENTS--CONTINUED ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN NOTE B--DESCRIPTION OF THE PLAN--CONTINUED B. Equity Funds - the following equity fund options represent pooled separate accounts of CIGNA: 1. Account 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. 2. Account 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 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 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. 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. (Contributions effective July 1, 1997.) 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. (Contributions effective July 1, 1997.) 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. (Contributions effective July 1, 1997.) 8. Account SA-B - invested solely in the CIGNA Stock Index Account, a mutual fund consisting of investments in common stocks representing the S&P 500 Index and S&P 500 Index futures instruments. (Contributions effective July 1, 1997.) 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 up to the first 4% of each participant's annual compensation. Effective January 1, 1998 the percentage may be determined by the Board of Directors. The Company contributed 50% of the first 4% in 1997 and 50% of the first 5% in 1998. Effective January 1,1998, 100% of the Company's contribution is invested in Company stock. In 1997 one-half of the Company's contribution was invested in Company stock and the other half was invested at the participant's direction. Company contributions invested in Rogers Corporation Stock were $702,715 and $253,101 for 1998 and 1997, respectively. Additionally, participants chose to allocate $31,701 of the remaining 1997 Company match to Rogers Corporation Stock. - 7 - NOTES TO FINANCIAL STATEMENTS--CONTINUED ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN NOTE B--DESCRIPTION OF THE PLAN--CONTINUED 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 transactions are treated as a transfer to (from) the investment fund from (to) the Participant Notes fund. Loan terms range from one 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. 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 as of the next valuation date 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. - 8 - NOTES TO FINANCIAL STATEMENTS - CONTINUED ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN NOTE C-INVESTMENTS: The activity for the individual accounts comprising the Equity Funds in the Statement of Changes in Net Assets Available for Plan Benefits is shown below:
Year Ended December 31, 1998 ------------------------------------------------------------------------------------------------------------ Account Account 55F - Account 55A - Warburg- Account Account Account 55P - Fidelity Pincus Account Account SA - B SA - 55NM 55Q - Fidelity Advisor Advisor SA - 55EV SA - 55E3 CIGNA Neuberger Fidelity Equity- Growth Int'l Janus Lazard Stock & Berman Puritan Income Opportunities Equity Worldwide Small Cap Index Partners Fund II Fund Fund Fund Fund Portfolio Account Account Total ---------- ---------- ------------- ---------- ---------- --------- ---------- --------- ----------- ADDITIONS Contributions: Employees and rollovers $ 296,326 $ 570,656 $ 536,775 $ 178,540 $ 182,160 $ 82,820 $ 130,793 $116,328 $ 2,094,398 Interfund transfers, net (279,238) (372,032) (405,822) (93,539) 191,564 34,314 232,751 (17,200) (709,202) ------------------------------------------------------------------------------------------------------------ Total additions 17,088 198,624 130,953 85,001 373,724 117,134 363,544 99,128 1,385,196 DEDUCTIONS Withdrawals and forfeitures 181,743 99,241 62,475 138,619 26,598 1,728 10,889 710 522,003 ------------------------------------------------------------------------------------------------------------ Total deductions 181,743 99,241 62,475 138,619 26,598 1,728 10,889 710 522,003 ------------------------------------------------------------------------------------------------------------ Net additions (deductions) (164,655) 99,383 68,478 (53,618) 347,126 115,406 352,655 98,418 863,193 Net realized and unrealized appreciation (depreciation) in fair value of investments 455,838 1,187,946 1,097,223 45,021 162,600 (54,713) 167,002 24,829 3,085,746 ------------------------------------------------------------------------------------------------------------ NET INCREASE (DECREASE) 291,183 1,287,329 1,165,701 (8,597) 509,726 60,693 519,657 123,247 3,948,939 Net assets available for plan benefits at beginning of year 2,959,549 5,454,744 4,564,818 1,098,402 594,794 275,443 520,277 482,284 15,950,311 ------------------------------------------------------------------------------------------------------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $3,250,732 $6,742,073 $5,730,519 $1,089,805 $1,104,520 $336,136 $1,039,934 $605,531 $19,899,250 ============================================================================================================
- 9 - NOTES TO FINANCIAL STATEMENTS - CONTINUED ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN NOTE C-INVESTMENTS-CONTINUED: The activity for the individual accounts comprising the Equity Funds in the Statement of Changes in Net Assets Available for Plan Benefits is shown below:
Year Ended December 31, 1997 ------------------------------------------------------------------------------------------------------------ Account Account 55F - Account 55A - Warburg- Account Account Account 55P - Fidelity Pincus Account Account SA - B SA - 55NM 55Q - Fidelity Advisor Advisor SA - 55EV SA - 55E3 CIGNA Neuberger Fidelity Equity- Growth Int'l Janus Lazard Stock & Berman Puritan Income Opportunities Equity Worldwide Small Cap Index Partners Fund II Fund Fund Fund Fund Portfolio Account Account Total ---------- ---------- ------------- ---------- ---------- --------- ---------- --------- ----------- ADDITIONS Contributions: Employees and rollovers $ 366,848 $ 664,022 $ 811,847 $ 263,789 $ 68,216 $ 26,952 $174,254 $ 31,493 $ 2,407,421 Rogers Corporation 26,976 51,618 49,629 21,459 4,239 2,261 3,020 2,488 161,690 ------------------------------------------------------------------------------------------------------------ 393,824 715,640 861,476 285,248 72,455 29,213 177,274 33,981 2,569,111 Interfund transfers, net (8,640) (773,764) (387,144) (445,959) 542,587 242,348 318,740 430,781 (81,051) ------------------------------------------------------------------------------------------------------------ Total additions 385,184 (58,124) 474,332 (160,711) 615,042 271,561 496,014 464,762 2,488,060 DEDUCTIONS Withdrawals and forfeitures 79,227 103,302 94,041 27,545 31 11 66 22 304,245 ------------------------------------------------------------------------------------------------------------ Total deductions 79,227 103,302 94,041 27,545 31 11 66 22 304,245 ------------------------------------------------------------------------------------------------------------ Net additions (deductions) 305,957 (161,426) 380,291 (188,256) 615,011 271,550 495,948 464,740 2,183,815 Net realized and unrealized appreciation (depreciation) in fair value of investments 508,567 1,154,322 969,484 (36,832) (20,217) 3,893 24,329 17,544 2,621,090 ------------------------------------------------------------------------------------------------------------ NET INCREASE (DECREASE) 814,524 992,896 1,349,775 (225,088) 594,794 275,443 520,277 482,284 4,804,905 Net assets available for plan benefits at beginning of year 2,145,025 4,461,848 3,215,043 1,323,490 -- -- -- -- 11,145,406 ------------------------------------------------------------------------------------------------------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $2,959,549 $5,454,744 $4,564,818 $1,098,402 $594,794 $275,443 $520,277 $482,284 $15,950,311 ============================================================================================================
- 10 - NOTES TO FINANCIAL STATEMENTS--CONTINUED ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN NOTE D--TRANSACTIONS WITH PARTIES-IN-INTEREST During the years ended December 31, 1998 and 1997, the Plan entered into the following transactions with parties-in-interest: December 31 ---------------------------------------------- 1998 1997 ---------------------------------------------- Shares Amount Shares Amount ---------------------------------------------- Rogers Corporation: Purchases of capital stock 60,069.098 $1,913,606 46,213.915 $1,620,502 Sales of capital stock, at market value 19,102.599 672,218 27,049.511 1,005,103 There were no other transactions with parties-in-interest that were prohibited by ERISA Section 406 and for which there was no statutory or administrative exceptions. NOTE E--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. NOTE F--YEAR 2000 ISSUE (UNAUDITED) The Plan Sponsor has determined that it will be necessary to take certain steps in order to ensure that the Plan's information systems are prepared to handle year 2000 dates. The Plan Sponsor is taking a two phase approach. The first phase addresses internal systems that must be modified or replaced to function properly. Both internal and external resources are being utilized to replace or modify existing software applications, and test the software and equipment for the year 2000 modifications. The Plan Sponsor anticipates substantially completing this phase of the project by June 1999. Costs associated with modifying software and equipment are not estimated to be significant and will be paid by the Plan Sponsor. For the second phase of the project, Plan management established formal communications with its third party service providers to determine that they have developed plans to address their own year 2000 problems as they relate to the Plan's operations. All third party service providers have indicated that they will be year 2000 compliant by early 1999. If modification of data processing systems of either the Plan, the Plan Sponsor, or its service providers are not completed timely, the year 2000 problem could have a material impact on the operations of the Plan. Plan management has not developed a contingency plan, because they are confident that all systems will be year 2000 ready. - 11 - Supplemental Schedules LINE 27a - ASSETS HELD FOR INVESTMENT PURPOSES EIN NO: 06-0513860 PLAN NO: 006 ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN December 31, 1998 Description of Invest- ment Including Maturity Identity of Issuer Date, Rate of Interest, Current or Borrower Par or Maturity Value Cost Value - ---------------------------- ----------------------- ----------- ----------- Equity Funds CIGNA Pooled Separate Accounts:* 55Q - Fidelity Puritan 106,235.802 units of Fund participation $ 2,319,554 $ 3,250,732 55P - Fidelity Equity- 157,233.675 units of Income II Fund participation 4,356,191 6,742,073 55A - Fidelity Advisor Growth Opportunities 73,609.324 units of Fund participation 3,722,502 5,730,519 55F - Warburg Pincus Advisor Int'l 46,423.996 units of Equity Fund participation 1,059,041 1,089,805 SA - 55EV - Janus Worldwide 20,565.303 units of Fund participation 1,008,119 1,104,520 SA - 55E3 - Lazard Small 16,447.120 units of Cap Portfolio participation 372,261 336,136 SA - 55NM - Neuberger & Berman Partners 28,517.623 units of Account participation 573,154 605,531 SA-B - CIGNA Stock Index 15,934.083 units of Account participation 886,195 1,039,934 ----------- ----------- 14,297,017 19,899,250 Fixed Income Fund CIGNA Guaranteed Long-Term 405,098.350 units of Fund* participation 13,164,211 13,164,211 Rogers Stock Fund Capital Stock: Rogers Corporation* 183,343.998 shares 5,440,389 5,581,094 Loan Fund Participant loans, Participant loans interest from 6.5% to 10.0% -- 907,607 ----------- ----------- $32,901,617 $39,552,162 =========== =========== * Indicates party-in-interest to the Plan. - 12 -
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS EIN NO: 06-0513860 PLAN NO: 006 ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN Year Ended December 31, 1998 Current Value Identity of Asset on Net of Party Purchase Selling Cost of Transaction Gain/ Involved Description of Assets Price Price Asset Date (Loss) - ------------ --------------------- ---------- ---------- ---------- ----------- -------- Category (iii)--A series of securities transactions in excess of 5% of plan assets - ---------- CIGNA* CIGNA Guaranteed Long-Term Fund Purchased 144,837.527 units in 113 transactions $4,512,746 $4,512,746 $4,512,746 Sold 139,545.854 units in 150 transactions $4,205,771 4,205,771 4,205,771 Pooled Separate Accounts: 55P - Fidelity Equity- Income II Fund Purchased 35,965.677 units in 61 transactions 1,393,729 1,393,729 1,393,729 Sold 34,264.127 units in 128 transactions 1,336,325 957,628 1,336,325 $328,697 55A - Fidelity Advisor Growth Opportunities Fund Purchased 17,099.235 units in 59 transactions 1,151,951 1,151,951 1,151,951 Sold 16,199.255 units in 113 transactions 1,083,473 785,500 1,083,473 297,973 SA-55EV - Janus Worldwide Fund Purchased 29,543.949 units in 79 transactions 1,484,867 1,484,867 1,484,867 Sold 22,852.551 units in 59 transactions 1,135,800 1,078,441 1,135,800 57,359 Rogers Rogers Corporation Corporation* Common Stock Purchased 60,069.098 shares in 81 transactions 1,913,607 1,913,607 1,913,607 Sold 19,102.599 shares in 118 transactions 672,218 567,851 672,218 104,367
- 13 - 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 14, 1999, 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, 1998. ERNST & YOUNG LLP Providence, Rhode Island June 17, 1999 - 14 - -----END PRIVACY-ENHANCED MESSAGE-----