-----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, IxWgeQAh7G1E9zFF5jwG6cLoSfDOAqilXX5dLliVz7c0S/xO4Ej1X9vTzKS1YkAQ swPJVRS+G99ymph2GNQukA== 0000950124-97-006579.txt : 19971223 0000950124-97-006579.hdr.sgml : 19971223 ACCESSION NUMBER: 0000950124-97-006579 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19971222 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: STANDARD PRODUCTS CO CENTRAL INDEX KEY: 0000093448 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 340549970 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-02917 FILM NUMBER: 97741967 BUSINESS ADDRESS: STREET 1: 2401 S GULLEY ROAD CITY: DEARBORN STATE: MI ZIP: 48124 BUSINESS PHONE: 2162818300 MAIL ADDRESS: STREET 1: 2401 S GULLEY RD CITY: DEARBORN STATE: MI ZIP: 48124 10-K/A 1 FORM 10-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 1997 Commission File Number: 1-2917 THE STANDARD PRODUCTS COMPANY (Exact Name of Registrant as Specified in its Charter) OHIO 34-0549970 (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification No.) 2401 SOUTH GULLEY ROAD DEARBORN, MICHIGAN 48124 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (313) 561-1100 Securities Registered Pursuant to Section 12(b) of the Act: NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED ------------------- ------------------- Common Shares, $1 Par Value New York Stock Exchange 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 period 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 voting stock held by non-affiliates of the Registrant as of December 15, 1997 (based on the closing price of the Registrant's Common Stock reported on the New York Stock Exchange Composite Tape on such date), was approximately $424.4 million. The number of shares of Common Stock outstanding as of December 15, 1997, was 16,849,938 shares. Documents incorporated by reference Portions of the Registrant's Proxy Statement related to the 1997 Annual Meeting of Shareholders are incorporated by reference in Part III. The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report for the year ended June 30, 1997 on Form 10-K as set forth on the pages attached hereto: Form 10-K was amended in accordance with Rule 15D-21 to include, as a part thereof, Form 11-K for the annual report and exhibits of: - - Standard Products Individual Retirement and Investment Trust Plan for the fiscal year ended June 30, 1997 - - The Standard Products Company (Gaylord, Michigan Plant) UAW Local 388 Collectively Bargained Savings and Retirement Plan for the fiscal year ended June 30, 1997 - - The Standard Products Company Collectively Bargained Savings and Retirement Plan (Lexington Division) UAW Local 1681 Lexington, KY for the fiscal year ended June 30, 1997 - - The Standard Products Company (Campbell Plastics Division) IUE-AFL-CIO, Local #318 Collectively Bargained Savings and Retirement Plan for the fiscal year ended June 30, 1997 - - The Standard Products Collectively Bargained Savings and Retirement Plan for the Employees of the Reid Division Covered by the Collective Bargaining Agreement with the United Steel Workers of America Local No. 3586 for the fiscal year ended June 30, 1997 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto. THE STANDARD PRODUCTS COMPANY Date: December 22, 1997 By: /s/ Bernard J. Theisen ------------------------------------------- Bernard J. Theisen Principal Accounting Officer and Assistant Secretary 2 Exhibit Index ------------- Exhibit No. Description - ----------- ----------- 99.1 Form 11K for Standard Products Individual Retirement and Investment Trust Plan for the fiscal year ended June 30, 1997 99.2 Form 11K for the Standard Products Company (Gaylord, Michigan Plant) UAW Local 388 Collectively Bargained Savings and Retirement Plan for the fiscal year ended June 30, 1997 99.3 Form 11K for the Standard Products Company Collectively Bargained Savings and Retirement Plan (Lexington Division) UAW Local 1681 Lexington, KY for the fiscal year ended June 30, 1997 99.4 Form 11K for the Standard Products Company (Campbell Plastics Division) IUE-AFL-CIO, Local #318 Collectively Bargained Savings and Retirement Plan for the fiscal year ended June 30, 1997 99.5 Form 11K for the Standard Products Collectively Bargained Savings and Retirement Plan for the Employees of the Reid Division Covered by the Collective Bargaining Agreement with the United Steel Workers of America Local No. 3586 for the fiscal year ended June 30, 1997 EX-99.1 2 FORM 99.1 1 EXHIBIT 99.1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11K ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 1997 A. Full title of plan and the address of the plan, if different from that of the issuer: STANDARD PRODUCTS COMPANY INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN B. Name of issuer of securities held pursuant to the plan and the address of its principal executive office: THE STANDARD PRODUCTS COMPANY 2401 SOUTH GULLEY ROAD, DEARBORN, MICHIGAN 48124 REQUIRED INFORMATION Financial Statements: Report of Independent Public Accountants Statement of Net Assets Available for Plan Benefits --As of June 30, 1997 --As of June 30, 1996 Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended June 30, 1997 Notes to Financial Statements I - Schedule of Assets Held for Investment Purposes as of June 30, 1997 II - Schedule of Reportable Transactions for the Year Ended June 30, 1997 III - Schedule of Non-Exempt Transactions for the Year Ended June 30, 1997 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the members of the Standard Products Individual Retirement and Investment Trust Plan Committee, as administrator of the Standard Products Individual Retirement and Investment Trust Plan, have duly caused this annual report to be signed by the undersigned thereunto duly authorized. Standard Products Individual Retirement and Investment Trust Plan Date: December 22, 1997 By: /s/ Bernard J. Theisen ---------------------------- Committee Member 2 STANDARD PRODUCTS INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN INDEX TO FINANCIAL STATEMENTS Report of Independent Public Accountants Financial Statements- Statement of Net Assets Available for Plan Benefits as of June 30, 1997 Statement of Net Assets Available for Plan Benefits as of June 30, 1996 Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended June 30, 1997 Notes to Financial Statements Schedule I - Item 27a - Schedule of Assets Held for Investment Purposes as of June 30, 1997 Schedule II - Item 27d - Schedule of Reportable Transactions for the Year Ended June 30, 1997 Schedule III - Item 27e - Schedule of Non-Exempt Transactions for the Year Ended June 30, 1997 3 Report of Independent Public Accountants To The Standard Products Company: We have audited the accompanying statements of net assets available for plan benefits of the STANDARD PRODUCTS INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN (the Plan) as of June 30, 1997 and 1996, and the related statement of changes in net assets available for plan benefits for the year ended June 30, 1997. These financial statements and the schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedules 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 as of June 30, 1997 and June 30, 1996, and the changes in net assets available for plan benefits for the year ended June 30, 1997 in conformity with general accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes, reportable transactions, and non-exempt transactions are presented for the purpose of additional analysis and are not a required part of the basic 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. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Arthur Andersen LLP Detroit, Michigan December 8, 1997. 4 STANDARD PRODUCTS INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF JUNE 30, 1997
Participant Directed -------------------------------------------------------------------------------------------- Common Fixed Short Investment Stock Equity Index Income Term Balanced Contract Participant Fund Fund Fund Fund Fund Fund Fund Loans ---- ---- ---- ---- ---- ---- ---- ----- INVESTMENTS, at fair value (Note 2): The Standard Products Company Common Share Fund $6,187,641 $ - $ - $ - $ - $ - $ - $ - The Standard Products Company PAYSOP Fund - - - - - - - - Vanguard Windsor II - 11,770,694 - - - - - - Vanguard Fixed Rate GIC Fund - - - - - - - - Vanguard Index Trust-500 Portfolio - - 1,167,337 - - - - - Vanguard Money Market Reserves-Prime Portfolio - - - - 3,542,502 - - - Vanguard STAR Fund - - - - - 7,204,072 - - Vanguard Retirement Savings Trust - - - - - - 4,233,875 - Participant Notes Receivable - - - - - - - 1,641,376 ---------- ----------- ---------- ------ ---------- ---------- ---------- ----------- Total investments 6,187,641 11,770,694 1,167,337 - 3,542,502 7,204,072 4,233,875 1,641,376 ---------- ----------- ---------- ------ ---------- ---------- ---------- ----------- RECEIVABLES Employer's contributions - - - - - - - - Employees' contributions 44,770 140,734 26,156 - 45,600 75,209 62,771 - Interest and dividends 37,205 - - - - - - - Loan repayments 5,512 14,559 2,021 - 4,204 8,243 7,634 - ---------- ----------- ---------- ------ ---------- ---------- ---------- ----------- Total receivables 87,487 155,293 28,177 - 49,804 83,452 70,405 - ---------- ----------- ---------- ------ ---------- ---------- ---------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $6,275,128 $11,925,987 $1,195,514 $ - $3,592,306 $7,287,524 $4,304,280 $ 1,641,376 ========== =========== ========== ====== ========== ========== ========== ===========
The accompanying notes are an integral part of the financial statements.
Non-Participant Directed --------------------------------------------------------------------------- Common Short Investment Stock PAYSOP Equity Index Term Balanced Contract Fund Fund Fund Fund Fund Fund Fund Total ---- ---- ---- ---- ---- ---- ---- ----- INVESTMENTS, at fair value (Note 2): The Standard Products Company Common Share Fund $ 9,906,628 $ - $ - $ - $ - $ - $ - $16,094,269 The Standard Products Company PAYSOP Fund - 345,288 - - - - - 345,288 Vanguard Windsor II - - 24,254 - - - - 11,794,948 Vanguard Fixed Rate GIC Fund - - - - - - - - Vanguard Index Trust-500 Portfolio - - - 2,021 - - - 1,169,358 Vanguard Money Market Reserves-Prime Portfolio - - - - 1,354,669 - - 4,897,171 Vanguard STAR Fund - - - - - 11,892 - 7,215,964 Vanguard Retirement Savings Trust - - - - - - 5,651 4,239,526 Participant Notes Receivable - - - - - - - 1,641,376 ----------- -------- -------- ------ ---------- -------- ---------- ----------- Total investments 9,906,628 345,288 24,254 2,021 1,354,669 11,892 5,651 47,397,900 ----------- -------- -------- ------ ---------- -------- ---------- ----------- RECEIVABLES Employer's contributions 137,019 - - - 258,774 - - 395,793 Employees' contributions - - - - - - - 395,240 Interest and dividends 63,578 2,338 - - - - - 103,121 Loan repayments - - - - - - - 42,173 ----------- -------- -------- ------ ---------- -------- ---------- ----------- Total receivables 200,597 2,338 - - 258,774 - - 936,327 ----------- -------- -------- ------ ---------- -------- ---------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $10,107,225 $347,626 $ 24,254 $2,021 $1,613,443 $ 11,892 $ 5,651 $48,334,227 =========== ======== ======== ====== ========== ======== ========== ===========
The accompanying notes are an integral part of the financial statements. -2- 5 STANDARD PRODUCTS INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF JUNE 30, 1996
Participant Directed ------------------------------------------------------------------------------------------ Common Fixed Short Investment Stock Equity Index Income Term Balanced Contract Participant Fund Fund Fund Fund Fund Fund Fund Loans ---------- ---- ----- ---------- ---------- ---- ---- ----- INVESTMENTS, at fair value (Note 2): The Standard Products Company Common Share Fund $6,054,204 $ - $ - $ - $ - $ - $ - $ - The Standard Products Company PAYSOP Fund - - - - - - - - Vanguard Windsor II - 8,885,179 - - - - - - Vanguard Fixed Rate GIC Fund - - 1,735,457 - - - - Vanguard Money Market Reserves-Prime Portfolio - - - - 3,602,026 - - - Vanguard STAR Fund - - - - - 5,862,776 - - Vanguard Index Trust-500 Portfolio - - - - - - - Vanguard Investment Contract Trust - - - - - - 2,474,297 - Participant Notes Receivable - - - - - - - - ---------- ---------- ----- ---------- ---------- ---------- ---------- ----------- Total investments 6,054,204 8,885,179 - 1,735,457 3,602,026 5,862,776 2,474,297 - ---------- ---------- ----- ---------- ---------- ---------- ---------- ----------- RECEIVABLES Employer's contributions - - - - - - - - Employees' contributions 50,034 109,225 - - 46,082 67,750 65,193 - Interest and dividends 43,885 - - - - - - - ---------- ---------- ----- ---------- ---------- ---------- ---------- ----------- Total receivables 93,919 109,225 - - 46,082 67,750 65,193 - ---------- ---------- ----- ---------- ---------- ---------- ---------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $6,148,123 $8,994,404 $ - $1,735,457 $3,648,108 $5,930,526 $2,539,490 $ - ========== ========== ===== ========== ========== ========== ========== ===========
Non-Participant Directed ---------------------------------------------------------------------------- Common Short Investment Stock PAYSOP Equity Index Term Balanced Contract Fund Fund Fund Fund Fund Fund Fund Total ---- ---- ---- ---- ---- ---- ---- ----- INVESTMENTS, at fair value (Note 2): The Standard Products Company Common Share Fund $8,166,128 $ - $ - $ - $ - $ - $ - $14,220,332 The Standard Products Company PAYSOP Fund - 345,958 - - - - - 345,958 Vanguard Windsor II - - - - - - - 8,885,179 Vanguard Fixed Rate GIC Fund - - - - - - - 1,735,457 Vanguard Money Market Reserves-Prime Portfolio - - - - 1,174,256 - 4,776,282 Vanguard STAR Fund - - - - - - - 5,862,776 Vanguard Index Trust-500 Portfolio - - - - - - - - Vanguard Investment Contract Trust - - - - - - - 2,474,297 Participant Notes Receivable - - - - - - - - ---------- -------- -------- ------ ---------- -------- ---------- ----------- Total investments 8,166,128 345,958 - - 1,174,256 - - 38,300,281 ---------- -------- -------- ------ ---------- -------- ---------- ----------- RECEIVABLES Employer's contributions 130,326 - 3,500 - 264,685 2,047 1,364 401,922 Employees' contributions - - - - - - - 338,284 Interest and dividends 59,360 2,533 - - - - - 105,778 ---------- -------- -------- ------ ---------- -------- ---------- ----------- Total receivables 189,686 2,533 3,500 - 264,685 2,047 1,364 845,984 ---------- -------- -------- ------ ---------- -------- ---------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $8,355,814 $348,491 $ 3,500 $ - $1,438,941 $ 2,047 $ 1,364 $39,146,265 ========== ======== ======== ====== ========== ======== ========== ===========
The accompanying notes are an integral part of the financial statements. -3- 6 STANDARD PRODUCTS INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED JUNE 30, 1997
Participant Directed -------------------------------------------------------------------------------------------------- Common Fixed Short Investment Stock Equity Index Income Term Balanced Contract Participant Fund Fund Fund Fund Fund Fund Fund Loans ---- ---- ---- ---- ---- ---- ---- ----- ADDITIONS: Contributions- Employer's $ - $ - $ - $ - $ - $ - $ - $ - Employees' 658,824 1,612,524 174,292 - 546,104 927,350 723,587 - ---------- ----------- ---------- ----------- ---------- ---------- ---------- ---------- Total contributions 658,824 1,612,524 174,292 - 546,104 927,350 723,587 - ---------- ----------- ---------- ----------- ---------- ---------- ---------- ---------- Net unrealized appreciation in fair value of investments 453,305 1,917,480 127,603 - - 612,645 - - Realized gains 92,509 164,170 12,064 - - 44,138 - - Interest and dividends 159,102 717,000 11,834 17,331 181,740 608,970 227,462 12,420 Employee rollovers 38,927 314,514 158,993 - 56,122 174,318 48,278 - ---------- ----------- ---------- ----------- ---------- ---------- ---------- ---------- Total additions 1,402,667 4,725,688 484,786 17,331 783,966 2,367,421 999,327 12,420 ---------- ----------- ---------- ----------- ---------- ---------- ---------- ---------- DEDUCTIONS: Benefit payments 700,887 1,077,509 5,288 30,623 423,565 676,092 564,589 26,606 Administrative Expenses 8,902 19,513 836 1,563 8,454 12,514 10,657 - ---------- ----------- ---------- ----------- ---------- ---------- ---------- ---------- Total deductions 709,789 1,097,022 6,124 32,186 432,019 688,606 575,246 26,606 ---------- ----------- ---------- ----------- ---------- ---------- ---------- ---------- INTERFUND TRANSFERS (565,873) (697,083) 716,852 (1,720,602) (407,749) (321,817) 1,340,709 1,655,562 NET INCREASE 127,005 2,931,583 1,195,514 (1,735,457) (55,802) 1,356,998 1,764,790 1,641,376 NET ASSETS AT BEGINNING OF YEAR 6,148,123 8,994,404 - 1,735,457 3,648,108 5,930,526 2,539,490 - ---------- ----------- ---------- ----------- ---------- ---------- ---------- ---------- NET ASSETS AT END OF YEAR $6,275,128 $11,925,987 $1,195,514 $ - $3,592,306 $7,287,524 $4,304,280 $1,641,376 ========== =========== ========== =========== ========== ========== ========== ==========
Non-Participant Directed ------------------------------------------------------------------------------------ Common Short Investment Stock PAYSOP Equity Index Term Balanced Contract Fund Fund Fund Fund Fund Fund Fund Total ---- ---- ---- ---- ---- ---- ---- ----- ADDITIONS: Contributions- Employer's $ 1,661,345 $ - $ 18,557 $1,746 $ 263,172 $ 9,574 $ 4,580 $ 1,958,974 Employees' - - - - - - - 4,642,681 ----------- -------- -------- ------ ---------- -------- -------- ----------- Total contributions 1,661,345 - 18,557 1,746 263,172 $9,574 4,580 6,601,655 ----------- -------- -------- ------ ---------- -------- -------- ----------- Net unrealized appreciation in fair value of investments 742,912 27,148 2,622 315 - 556 - 3,884,586 Realized gains 11,435 1,854 104 - - - - 326,274 Interest and dividends 236,485 9,629 1,089 28 69,594 757 204 2,253,645 Employee rollovers - - - - - - - 791,152 ----------- -------- -------- ------ ---------- -------- -------- ----------- Total additions 2,652,177 38,631 22,372 2,089 332,766 10,887 4,784 13,857,312 ----------- -------- -------- ------ ---------- -------- -------- ----------- DEDUCTIONS: Benefit payments 871,122 37,888 908 56 94,319 468 189 4,510,109 Administrative Expenses 29,644 1,608 716 64 63,940 522 308 159,241 ----------- -------- -------- ------ ---------- -------- -------- ----------- Total deductions 900,766 39,496 1,624 120 158,259 990 497 4,669,350 ----------- -------- -------- ------ ---------- -------- -------- ----------- INTERFUND TRANSFERS - - 6 52 (5) (52) - - NET INCREASE 1,751,411 (865) 20,754 2,021 174,502 9,845 4,287 9,187,962 NET ASSETS AT BEGINNING OF YEAR 8,355,814 348,491 3,500 - 1,438,941 2,047 1,364 39,146,265 ----------- -------- -------- ------ ---------- -------- -------- ----------- NET ASSETS AT END OF YEAR $10,107,225 $347,626 $ 24,254 $2,021 $1,613,443 $ 11,892 $ 5,651 $48,334,227 =========== ======== ======== ====== ========== ======== ======== ===========
The accompanying notes are an integral part of the financial statements. -4- 7 STANDARD PRODUCTS INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN NOTES TO FINANCIAL STATEMENTS (1) SUMMARY OF PLAN General The Standard Products Individual Retirement and Investment Trust (the Plan) is a defined contribution plan covering all Company (the Company) and its wholly-owned subsidiaries Oliver Rubber Company, Holm Industries, Inc., "5" Rubber Corporation, and Westborn Warehouse, Inc. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Administration The Plan is administered by the Standard Products Individual Retirement and Investment Trust Plan Committee. The Plan has a trust agreement with the Vanguard Fiduciary Trust Company to act as trustee and recordkeeper of the Plan's assets. Contributions In the 1996 Plan year participants could contribute up to 10 percent of their pretax compensation. Effective October 1, 1996, participants can contribute up to 15 percent of their pretax compensation. The Company contributes 75 percent of the first 2 percent and 25 percent of the next 3 percent (up to 5 percent) of base compensation that the participant contributes to the Plan. All employer matching contributions shall be invested in the Company Common Stock Fund. The Company may make a special employer contribution on behalf of each eligible non-union hourly employee, whether or not they are depositing participants. For the Plan years ended June 30, 1997 and 1996, respectively, the special employer contributions were $258,774 and $272,698. Participant Accounts Each participant's account is credited with the participant's contributions, their allocation of the Company's contributions and the earnings of their investment funds. Vesting The participants are immediately vested in both their contributions and the Company's contributions plus actual earnings thereon. -5- 8 STANDARD PRODUCTS INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN NOTES TO FINANCIAL STATEMENTS (Continued) Investment Options Upon enrollment in the Plan, a participant may direct employee contributions in 10 percent increments to any of six investment options. Company Common Stock Fund - This fund invests in common stock of The Standard Products Company. Equity Fund - This fund invests in the Vanguard Windsor II Fund which consists of investments in a diversified group of out-of-favor stocks of large-capitalization companies. Index Fund - This fund invests in the Vanguard Index Trust-500 Portfolio which consists of investments in all of the 500 stocks that make up the Standard & Poor's 500 Composite Stock Price Index. Short Term Investment Fund - This fund invests in the Vanguard Money Market Reserves-Prime Portfolio which consists of investments in short-term, high-quality money market instruments. Balanced Fund - This fund invests in the Vanguard STAR Fund which consists of investments in nine Vanguard funds: six stock funds, two bond funds, and one money market fund. Investment Contract Fund - This fund invests in the Vanguard Retirement Savings Trust which consists of investment contracts backed by financial institutions or by high-quality bonds and bond mutual funds owned by the Trust. Prior to April 30, 1997, this fund was known as the Vanguard Investment Contract Trust. Some investments are held in a Payroll Stock Ownership Plan (PAYSOP) which consists of employer contributions in the form of the Company common stock or cash. Contributions are no longer made to the PAYSOP by the Company due to changes in tax legislation. Participant Notes Receivable Participants may borrow the lesser of 100 percent of their participant elected contributions account or 50 percent of the vested value of their entire account. In no event should the maximum loan exceed $50,000. The interest rate is established based on the prime rate. Interest rates as of June 30, 1997 range from 8.25 percent to 8.50 percent. The loan repayment schedule can be no longer than 54 months. Principal and interest is paid ratably through payroll deductions. Payment of Benefits In the event of retirement, death, termination, permanent disability or other separation from service, participants shall be entitled to receive an amount equal to the value of the vested interest in their accounts. Payment of benefits may be taken in a lump sum cash distribution or in various annuity options. -6- 9 STANDARD PRODUCTS INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN NOTES TO FINANCIAL STATEMENTS (Continued) Termination of the Plan Although it has not expressed any intent to do so, the Company has the right, under the Plan, to terminate the Plan subject to the provisions of ERISA. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The accompanying financial statements are prepared on the accrual basis of accounting. Investments The accompanying statements of net assets available for plan benefits reflect the Plan's investments at their fair market values as of June 30, 1997 and 1996. Net change in realized and unrealized appreciation and depreciation of investments is reflected as an adjustment of the Plan's equity balance in the accompanying statement of changes in net assets available for plan benefits. A summary of the Plan's investments at June 30, 1997, is presented in Schedule I. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recognized when earned. Dividends are recorded on the ex-dividend date. Administrative Expenses All costs and expenses incurred in administering the Plan are charged to the Plan, unless otherwise paid by the Company. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications Certain amounts in the 1996 presentation have been reclassified to conform to the 1997 presentation. -7- 10 STANDARD PRODUCTS INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN NOTES TO FINANCIAL STATEMENTS (Continued) (3) FEDERAL INCOME TAXES The Internal Revenue Service has determined and informed the Company by a letter dated February 7, 1997, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. (4) RELATED-PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by the trustee. There have been no known prohibited transactions with a party-in-interest. (5) RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits according to the financial statements to Form 5500:
June 30, -------------------------- 1997 1996 ---- ---- Net assets available for benefits per the financial statements $48,334,227 $39,146,265 Amounts allocated to withdrawing participants 393,028 - ----------- ----------- Net assets available for benefits per Form 5500 $47,941,199 $39,146,265 =========== ===========
The following is a reconciliation of benefits paid to participants according to the financial statements to Form 5500:
Year Ended June 30, 1997 ------------- Benefits paid to participants per the financial statements $4,510,109 Add- Amounts allocated to withdrawing participants at June 30, 1997 393,028 Less- Amounts allocated to withdrawing participants at June 30, 1996 - ---------- Benefits paid to participants per Form 5500 $4,903,137
Amounts allocated to withdrawing participants are recorded on Form 5500 for benefit claims that have been processed and approved for payment prior to June 30 but not yet paid as of that date. -8- 11 STANDARD PRODUCTS INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN EIN: 34-0549970 - PLAN: 011 ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF JUNE 30, 1997
Shares/ Par Value Description Cost Market - --------- ----------- ---- ------ 1,184,273 *The Standard Products Company Common Share Fund $13,957,385 $16,094,269 25,277 *PAYSOP Fund 213,089 345,288 427,818 *Vanguard Windsor II 8,178,772 11,794,948 14,135 *Vanguard Index Trust-500 Portfolio 1,041,445 1,169,358 4,897,171 *Vanguard Money Market Reserves-Prime Portfolio 4,897,171 4,897,171 416,386 *Vanguard STAR Fund 5,854,637 7,215,964 4,239,526 *Vanguard Retirement Savings Trust 4,239,526 4,239,526 Participant Loans, interest rates ranging from N/A 8.25% to 8.50% 1,641,376 1,641,376 ----------- ----------- Total $40,023,401 $47,397,900 =========== ===========
*Represents a party-in-interest The accompanying notes are an integral part of this schedule. -9- 12 SCHEDULE II STANDARD PRODUCTS INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN EIN: 34-0549970 - PLAN: 011 Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED JUNE 30, 1997 During the year ended June 30, 1997, the Plan had the following "reportable transactions", as defined, involving an amount in excess of 5% of the net assets available for plan benefits at the beginning of the year, July 1, 1996:
Purchases ---------------------------------------------------------- Current Value on Number of Shares/ Historical Transaction Description Transactions Par Value Cost Date - ----------- ------------ --------- ---------- ------------- *The Standard Products Company Common Share Fund 51 260,833 $3,313,421 $3,313,421 *Vanguard Windsor II 94 137,926 3,361,108 3,361,108 *Vanguard Money Market Reserves-Prime Portfolio 131 1,517,384 1,517,384 1,517,384 *Vanguard STAR Fund 59 121,868 1,986,792 1,986,792 *Vanguard Retirement Savings Trust 110 3,120,252 3,120,252 3,120,252 Sales ---------------------------------------------------------------------------------- Current Value on Number of Shares/ Historical Transaction Description Transactions Par Value Proceeds Cost Date Gain - ----------- ------------ --------- -------- ---------- ---------- ----------- *The Standard Products Company Common Share Fund 142 210,558 $2,739,618 $2,460,734 $2,739,618 $278,884 *Vanguard Windsor II 144 104,479 2,535,585 2,015,308 2,535,585 520,277 *Vanguard Money Market Reserves-Prime Portfolio 142 1,396,494 1,396,494 1,396,494 1,396,494 - *Vanguard STAR Fund 139 79,145 1,290,892 1,107,758 1,290,892 183,134 *Vanguard Retirement Savings Trust 139 1,355,023 1,355,023 1,355,023 1,355,023 -
*Represents a party-in-interest The accompanying notes are an integral part of this schedule. -10- 13 SCHEDULE III STANDARD PRODUCTS INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN EIN: 34-0549970 - PLAN: 011 Item 27e - SCHEDULE OF NON-EXEMPT TRANSACTIONS FOR THE YEAR ENDED JUNE 30, 1997
Number of Relationship Units Identity of Party Involved to the Plan Description of Asset Purchased Cost - -------------------------- ----------- ----------------------------- ----------- ---------- The Standard Products Company Plan Sponsor The Standard Products Company 260,833 $3,313,421 Common Share Fund The Standard Products Company Plan Sponsor The Standard Products PAYSOP 786 9,824 Fund Current Number of Realized Market Value Identity of Party Involved Units Sold Proceeds Gain of Assets Held - -------------------------- ---------- ---------- -------- ---------------- The Standard Products Company 210,558 $2,739,618 $278,884 $16,094,269 The Standard Products Company 2,988 39,496 14,468 345,288
The accompanying notes are an integral part of this schedule. -11- EX-99.2 3 EXHIBIT 99.2 1 EXHIBIT 99.2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11K ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 1997 A. Full title of plan and the address of the plan, if different from that of the issuer: THE STANDARD PRODUCTS COMPANY (GAYLORD, MICHIGAN PLANT) UAW LOCAL 388 COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN B. Name of issuer of securities held pursuant to the plan and the address of its principal executive office: THE STANDARD PRODUCTS COMPANY 2401 SOUTH GULLEY ROAD, DEARBORN, MICHIGAN 48124 REQUIRED INFORMATION Financial Statements: Report of Independent Public Accountants Statement of Net Assets Available for Plan Benefits --As of June 30, 1997 --As of June 30, 1996 Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended June 30, 1997 Notes to Financial Statements I - Schedule of Assets Held for Investment Purposes as of June 30, 1997 II - Schedule of Reportable Transactions for the Year Ended June 30, 1997 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the members of The Standard Products Company (Gaylord, Michigan Plant) UAW Local 388 Collectively Bargained Savings and Retirement Plan Committee, as administrator of The Standard Products Company (Gaylord, Michigan Plant) UAW Local 388 Collectively Bargained Savings and Retirement Plan, have duly caused this annual report to be signed by the undersigned thereunto duly authorized. The Standard Products Company (Gaylord, Michigan Plant) UAW Local 388 Collectively Bargained Savings and Retirement Plan Date: December 22, 1997 By: /s/ Bernard J. Theisen ---------------------------- Committee Member 2 THE STANDARD PRODUCTS COMPANY (GAYLORD, MICHIGAN PLANT) UAW LOCAL 388 COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN INDEX TO FINANCIAL STATEMENTS Report of Independent Public Accountants Financial Statements- Statement of Net Assets Available for Plan Benefits as of June 30, 1997 Statement of Net Assets Available for Plan Benefits as of June 30, 1996 (unaudited) Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended June 30, 1997 Notes to Financial Statements Schedule I - Item 27a - Schedule of Assets Held for Investment Purposes as of June 30, 1997 Schedule II - Item 27d - Schedule of Reportable Transactions for the Year Ended June 30, 1997 3 Report of Independent Public Accountants To The Standard Products Company: We have audited the accompanying statements of net assets available for plan benefits of THE STANDARD PRODUCTS COMPANY (GAYLORD, MICHIGAN PLANT) UAW LOCAL 388 COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN (the Plan) as of June 30, 1997, and the related statement of changes in net assets available for plan benefits for the year ended June 30, 1997. These financial statements and the schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. The financial statement of the Plan as of June 30, 1996 was not audited by us, and accordingly, we do not express an opinion on it. 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 as of June 30, 1997, and the changes in net assets available for plan benefits for the year ended June 30, 1997 in conformity with general accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic 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. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Arthur Andersen LLP Detroit, Michigan December 8, 1997. 4 THE STANDARD PRODUCTS COMPANY (GAYLORD, MICHIGAN PLANT) UAW LOCAL 388 COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF JUNE 30, 1997
Participant Directed ---------------------------------------------------------------- Common Short Investment Stock Equity Index Term Balanced Contract Participant Fund Fund Fund Fund Fund Fund Loans -------- ---- ----- ------- ---- ---- ------------ INVESTMENTS, at fair value (Note 2): The Standard Products Company Common Share Fund $205,011 $ - $ - $ - $ - $ - $ - Vanguard Windsor II - 312,609 - - - - - Vanguard Index Trust-500 Portfolio - - 270 - - - - Vanguard Money Market Reserves-Prime Portfolio - - - 34,081 - - - Vanguard STAR Fund - - - - 133,953 - - Vanguard Retirement Savings Trust - - - - - 61,789 - Participant Notes Receivable - - - - - - 19,868 -------- -------- ----- ------- -------- --------- --------- Total investments 205,011 312,609 270 34,081 133,953 61,789 19,868 -------- -------- ----- ------- -------- --------- --------- RECEIVABLES Employer's contributions - - - - - - - Employees' contributions 5,046 12,457 702 989 6,091 1,872 - Interest and dividends 1,332 - - - - - - Loan repayments - - - - - - - -------- -------- ----- ------- -------- --------- --------- Total receivables 6,378 12,457 702 989 6,091 1,872 -------- -------- ----- ------- -------- --------- --------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $211,389 $325,066 $ 972 $35,070 $140,044 $ 63,661 $ 19,868 ======== ======== ===== ======= ======== ========= ========= Non-Participant Directed --------------------------------------------------------------- Common Short Investment Stock Equity Index Term Balanced Contract Fund Fund Fund Fund Fund Fund Total -------- ---- ------ ---------- ---- ---- ----- INVESTMENTS, at fair value (Note 2): The Standard Products Company Common Share Fund $ 108,690 $ - $ - $ - $ - $ - $ 313,701 Vanguard Windsor II - - - - - - 312,609 Vanguard Index Trust-500 Portfolio - - - - - - 270 Vanguard Money Market Reserves-Prime Portfolio - - - - - - 34,081 Vanguard STAR Fund - - - - - - 133,953 Vanguard Retirement Savings Trust - - - - - - 61,789 Participant Notes Receivable - - - - - - 19,868 --------- ------- ------ -------- ----- ------- --------- Total investments 108,690 - - - - - 876,271 --------- ------- ------ -------- ----- ------- --------- RECEIVABLES Employer's contributions 6,464 - - - - - 6,464 Employees' contributions - - - - - - 27,157 Interest and dividends 731 - - - - - 2,063 Loan repayments - - - - - - - --------- ------- ------ -------- ----- ------- --------- Total receivables 7,195 - - - - - 35,684 --------- ------- ------ -------- ----- ------- --------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 115,885 $- $ - $ - $ - $ - $ 911,955 ========= ======= ====== ======== ===== ======= =========
The accompanying notes are an integral part of the financial statements. -2- 5 THE STANDARD PRODUCTS COMPANY (GAYLORD, MICHIGAN PLANT) UAW LOCAL 388 COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF JUNE 30, 1996 (UNAUDITED)
Participant Directed --------------------------------------------------------------------- Common Short Investment Stock Equity Index Term Balanced Contract Participant Fund Fund Fund Fund Fund Fund Loans -------- ---- ----- ------- ---- ---- ----- INVESTMENTS, at fair value (Note 2): The Standard Products Company Common Share Fund $149,011 $ - $ - $ - $ - $ - $ - Vanguard Windsor II - 131,274 - - - - - Vanguard Fixed Rate GIC Fund - - - - - - - Vanguard Money Market Reserves-Prime Portfolio - - - 30,473 - - - Vanguard STAR Fund - - - - - - - Vanguard Index Trust-500 Portfolio - - - - 66,926 - - Vanguard Investment Contract Trust - - - - - 65,071 - Participant Notes Receivable - - - - - - - -------- -------- ---- ------- -------- --------- --------- Total investments 149,011 131,274 - 30,473 66,926 65,071 - -------- -------- ---- ------- -------- --------- --------- RECEIVABLES Employer's contributions - - - - - - - Employees' contributions 4,528 6,835 - 900 3,140 1,281 - Interest and dividends 1,108 - - - - - - -------- -------- ---- ------- -------- --------- --------- Total receivables 5,636 6,835 - 900 3,140 1,281 - -------- -------- ---- ------- -------- --------- --------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $154,647 $138,109 $ - $31,373 $ 70,066 $ 66,352 $ - ======== ======== ==== ======= ======== ========= ========= Non-Participant Directed ----------------------------------------------------- Common Short Investment Stock Equity Index Term Balanced Contract Fund Fund Fund Fund Fund Fund Total ------- ---- ------ ----- ---- ---- ----- INVESTMENTS, at fair value (Note 2): The Standard Products Company Common Share Fund $54,515 $ - $ - $ - $ - $ - $ 203,526 Vanguard Windsor II - 1,609 - - - - 132,883 Vanguard Fixed Rate GIC Fund - - - - - - - Vanguard Money Market Reserves-Prime Portfolio - - - 444 - - 30,917 Vanguard STAR Fund - - - - - - - Vanguard Index Trust-500 Portfolio - - - - 953 - 67,879 Vanguard Investment Contract Trust - - - - - 721 65,792 Participant Notes Receivable - - - - - - - ------- ------- ----- ---- ------ ------ --------- Total investments 54,515 1,609 - 444 953 721 500,997 ------- ------- ----- ---- ------ ------ --------- RECEIVABLES Employer's contributions 1,989 170 - - 74 4 2,237 Employees' contributions - - - - - - 16,684 Interest and dividends 408 - - - - - 1,516 ------- ------- ----- ---- ------ ------ --------- Total receivables 2,397 170 - - 74 4 20,437 ------- ------- ----- ---- ------ ------ --------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $56,912 $1,779 $ - $444 $1,027 $ 725 $ 521,434 ======= ======= ===== ==== ====== ====== =========
The accompanying notes are an integral part of the financial statements. -3- 6 THE STANDARD PRODUCTS COMPANY (GAYLORD, MICHIGAN PLANT) UAW LOCAL 388 COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED JUNE 30, 1997
Participant Directed -------------------------------------------------------------------------- Common Short Investment Stock Equity Index Term Balanced Contract Participant Fund Fund Fund Fund Fund Fund Loans --------- ---- ---- -------- ---- ---- ----- ADDITIONS: Contributions- Employer's $ - $ - $ - $ - $ - $ - $ - Employees' 58,721 113,621 964 8,732 52,618 16,092 - -------- -------- ------ ------- -------- -------- -------- Total contributions 58,721 113,621 964 8,732 52,618 16,092 - -------- -------- ------ ------- -------- -------- -------- Net unrealized appreciation in fair value of investments 15,581 43,804 7 - 10,017 - - Realized gains 67 1,984 - - 357 - - Interest and dividends 4,814 13,853 1 1,660 8,937 3,550 - Employee rollovers - 18,243 - - - - - -------- -------- ------ ------- -------- -------- -------- Total additions 79,183 191,505 972 10,392 71,929 19,642 - -------- -------- ------ ------- -------- -------- -------- DEDUCTIONS: Benefit payments 14,057 3,701 - 2,933 684 3,452 - Inter-divisional transfers out 1,308 2,939 - 87 19 9,049 - -------- -------- ------ ------- -------- -------- -------- Total deductions 15,365 6,640 - 3,020 703 12,501 - -------- -------- ------ ------- -------- -------- -------- INTERFUND TRANSFERS: (7,076) 2,092 - (3,675) (1,248) (9,832) 19,868 NET INCREASE 56,742 186,957 972 3,697 69,978 (2,691) 19,868 NET ASSETS AT BEGINNING OF YEAR 154,647 138,109 - 31,373 70,066 66,352 - -------- -------- ------ ------- -------- -------- ---------- NET ASSETS AT END OF YEAR $211,389 $325,066 $ 972 $35,070 $140,044 $ 63,661 $ 19,868 ======== ======== ====== ======= ======== ======== ========== Non-Participant Directed ---------------------------------------------------------- Common Short Investment Stock Equity Index Term Balanced Contract Fund Fund Fund Fund Fund Fund Total -------- ---- ---- ------- ---- ---- ----- ADDITIONS: Contributions- Employer's $ 48,531 $ 1,409 $ - $ 27 $ 549 $ 113 $ 50,629 Employees' - - - - - - 250,748 -------- ------- ------- ------ ------- ----- --------- Total contributions 48,531 1,409 - 27 549 113 301,377 -------- ------- ------- ------ ------- ----- --------- Net unrealized appreciation in fair value of investments 5,735 - - - - - 75,144 Realized gains 16 213 - - 42 - 2,679 Interest and dividends 2,165 215 - 17 130 28 35,370 Employee rollovers - - - - - - 18,243 -------- ------- ------- ------ ------- ----- --------- Total additions 56,447 1,837 - 44 721 141 432,813 -------- ------- ------- ------ ------- ----- --------- DEDUCTIONS: Benefit payments 3,960 76 - 15 4 8 28,890 Inter-divisional transfers out - - - - - - 13,402 -------- ------- ------- ------ ------- ----- --------- Total deductions 3,960 76 - 15 4 8 42,292 -------- ------- ------- ------ ------- ----- --------- INTERFUND TRANSFERS: 6,486 (3,540) - (473) (1,744) (858) - NET INCREASE 58,973 (1,779) - (444) (1,027) (725) 390,521 NET ASSETS AT BEGINNING OF YEAR 56,912 1,779 - 444 1,027 725 521,434 -------- ------- ------- ------ ------- ----- --------- NET ASSETS AT END OF YEAR $115,885 $ - $ - $ - $ - $ - $ 911,955 ======== ======= ======= ====== ======= ===== =========
The accompanying notes are an integral part of the financial statements. -4- 7 THE STANDARD PRODUCTS COMPANY (GAYLORD, MICHIGAN PLANT) UAW LOCAL 388 COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS (1) SUMMARY OF PLAN General The Standard Products Company (Gaylord, Michigan Plant) UAW Local 388 Company Collectively Bargained Savings and Retirement Plan (the Plan) is a defined contribution plan covering all employees who have completed the 90 day probationary period and are covered by the collectively bargained agreement between UAW Local 388 and The Standard Products Company (the Company). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Administration The Plan is administered by The Standard Products Collectively Bargained Savings and Retirement Plan Committee. The Plan has a trust agreement with the Vanguard Fiduciary Trust Company (the Trustee) to act as trustee and recordkeeper of the Plan's assets. Contributions Each year, participants may contribute up to 15 percent of their pretax compensation. The Company contributes 40 percent of the first 5 percent of base compensation that the participant contributes to the Plan. All employer matching contributions are invested in the Company Common Stock Fund. Participant Accounts Each participant's account is credited with the participant's contributions, their allocation of the Company's contributions and the earnings of their investment funds. Vesting The participants are immediately vested in their contributions and the Company's contributions plus actual earnings thereon. Investment Options Upon enrollment in the Plan, a participant may direct employee contributions in 10 percent increments to any of six investment options. Company Common Stock Fund - This fund invests in common stock of The Standard Products Company. Equity Fund - This fund invests in the Vanguard Windsor II Fund which consists of investments in a diversified group of out-of-favor stocks of large-capitalization companies. -5- 8 THE STANDARD PRODUCTS COMPANY (GAYLORD, MICHIGAN PLANT) UAW LOCAL 388 COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS (Continued) Index Fund - This fund invests in the Vanguard Index Trust-500 Portfolio which consists of investments in all of the 500 stocks that make up the Standard & Poor's 500 Composite Stock Price Index. Short Term Investment Fund - This fund invests in the Vanguard Money Market Reserves-Prime Portfolio which consists of investments in short-term, high-quality money market instruments. Balanced Fund - This fund invests in the Vanguard STAR Fund which consists of investments in nine Vanguard funds: six stock funds, two bond funds, and one money market fund. Investment Contract Fund - This fund invests in the Vanguard Retirement Savings Trust which consists of investment contracts backed by financial institutions or by high-quality bonds and bond mutual funds owned by the Trust. Prior to April 30, 1997, this fund was known as the Vanguard Investment Contract Trust. Participant Notes Receivable Participants may borrow the lesser of 100 percent of their participant elected contributions account or 50 percent of the vested value of their entire account. In no event should the maximum loan exceed $50,000. The interest rate is established based on the prime rate and was 8.50 percent for all loans initiated during the Plan year. The loan repayment schedule can be no longer than 54 months. Principal and interest is paid ratably through payroll deductions. Payment of Benefits In the event of retirement, death, termination, permanent disability or other separation from service, participants shall be entitled to receive an amount equal to the value of the vested interest in their accounts. Payment of benefits may be taken in a lump sum cash distribution or in various annuity options. Termination of the Plan Although it has not expressed any intent to do so, the Company has the right, under the Plan, to terminate the Plan subject to the provisions of ERISA. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The accompanying financial statements are prepared on the accrual basis of accounting. -6- 9 THE STANDARD PRODUCTS COMPANY (GAYLORD, MICHIGAN PLANT) UAW LOCAL 388 COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS (Continued) Investments The accompanying statements of net assets available for plan benefits reflect the Plan's investments at their fair market values as of June 30, 1997 (audited) and 1996 (unaudited). Net change in realized and unrealized appreciation and depreciation of investments is reflected as an adjustment of the Plan's equity balance in the accompanying statement of changes in net assets available for plan benefits. A summary of the Plan's investments at June 30, 1997, is presented in Schedule I. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recognized when earned. Dividends are recorded on the ex-dividend date. Administrative Expenses The Company pays the administrative expenses of the Plan, including any expenses and fees of the Trustee. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (3) FEDERAL INCOME TAXES The Internal Revenue Service has determined and informed the Company by a letter dated February 7, 1997, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. (4) RELATED-PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by the trustee. There have been no known prohibited transactions with a party-in-interest. -7- 10 THE STANDARD PRODUCTS COMPANY (GAYLORD, MICHIGAN PLANT) UAW LOCAL 388 COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS (Continued) (5) RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits according to the financial statements to Form 5500:
June 30, -------------------- 1997 1996 ---- ---- Net assets available for benefits per the Financial statements $ 911,955 $ 521,434 Amounts allocated to withdrawing participants 10,682 - --------- --------- Net assets available for benefits per Form 5500 $ 901,273 $ 521,434 ========= =========
The following is a reconciliation of benefits paid to participants according to the financial statements to Form 5500:
Year Ended June 30, 1997 ------------- Benefits paid to participants per the financial Statements $28,890 Add- Amounts allocated to withdrawing participants at June 30, 1997 10,682 Less- Amounts allocated to withdrawing participants at June 30, 1996 - ------- Benefits paid to participants per Form 5500 $39,572 =======
Amounts allocated to withdrawing participants are recorded on Form 5500 for benefit claims that have been processed and approved for payment prior to June 30 but not yet paid as of that date. -8- 11 SCHEDULE I THE STANDARD PRODUCTS COMPANY (GAYLORD, MICHIGAN PLANT) UAW LOCAL 388 COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN EIN: 34-0549970 - PLAN: 014 ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF JUNE 30, 1997
Shares/ Par Value Description Cost Market - --------- ------------------------------------------------ ---- ------ 23,083 *The Standard Products Company Common Share Fund $253,532 $313,701 11,339 *Vanguard Windsor II 259,558 312,609 3 *Vanguard Index Trust-500 Portfolio 263 270 34,081 *Vanguard Money Market Reserves-Prime Portfolio 34,081 34,081 7,730 *Vanguard STAR Fund 122,241 133,953 61,789 *Vanguard Retirement Savings Trust 61,789 61,789 N/A Participant Loans, interest rate 8.50% 19,868 19,868 -------- -------- Total $751,332 $876,271 ======== ========
*Represents a party-in-interest The accompanying notes are an integral part of this schedule. -9- 12 SCHEDULE II THE STANDARD PRODUCTS COMPANY (GAYLORD, MICHIGAN PLANT) UAW LOCAL 388 COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN EIN: 34-0549970 - PLAN: 014 Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED JUNE 30, 1997 During the year ended June 30, 1997, the Plan had the following "reportable transactions", as defined, involving an amount in excess of 5% of the net assets available for plan benefits at the beginning of the year, July 1, 1996:
Purchases Sales --------------------------------------------------- ----------------------------------- Current Value on Number of Shares/ Historical Transaction Number of Shares/ Description Transactions Par Value Cost Date Transactions Par Value Proceeds - ----------- ------------ --------- ---------- ----------- ------------ --------- -------- *The Standard Products Company Common Share Fund 17 9,095 $116,712 $ 116,712 23 2,110 $26,629 *Vanguard Windsor II 19 6,452 158,822 158,822 10 870 22,159 *Vanguard STAR Fund 15 4,292 70,128 70,128 7 888 14,450 *Vanguard Retirement Savings Trust 27 19,195 19,195 19,195 16 14,150 14,150
Sales (cont.) ------------------------------------------ Current Value on Historical Transaction Cost Date Gain ---------- ----------- ----------- *The Standard Products Company Common Share Fund $23,434 $26,629 $ 3,195 *Vanguard Windsor II 18,924 22,159 3,235 *Vanguard STAR Fund 13,793 14,450 657 *Vanguard Retirement Savings Trust 14,150 14,150 -
*Represents a party-in-interest The accompanying notes are an integral part of this schedule. -10- EX-99.3 4 EXHIBIT 99.3 1 EXHIBIT 99.3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11K ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 1997 A. Full title of plan and the address of the plan, if different from that of the issuer: THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN (LEXINGTON DIVISION) UAW LOCAL 1681 LEXINGTON, KY B. Name of issuer of securities held pursuant to the plan and the address of its principal executive office: THE STANDARD PRODUCTS COMPANY 2401 SOUTH GULLEY ROAD, DEARBORN, MICHIGAN 48124 REQUIRED INFORMATION Financial Statements: Report of Independent Public Accountants Statement of Net Assets Available for Plan Benefits --As of June 30, 1997 --As of June 30, 1996 Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended June 30, 1997 Notes to Financial Statements I - Schedule of Assets Held for Investment Purposes as of June 30, 1997 II - Schedule of Reportable Transactions for the Year Ended June 30, 1997 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the members of The Standard Products Company Collectively Bargained Savings and Retirement Plan (Lexington Division) UAW Local 1681 Lexington, KY Committee, as administrator of The Standard Products Company Collectively Bargained Savings and Retirement Plan (Lexington Division) UAW Local 1681 Lexington, KY, have duly caused this annual report to be signed by the undersigned thereunto duly authorized. The Standard Products Company Collectively Bargained Savings and Retirement Plan (Lexington Division) UAW Local 1681 Lexington, KY Date: December 22, 1997 By: /s/ Bernard J. Theisen ---------------------------- Committee Member 2 THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN (LEXINGTON DIVISION) UAW LOCAL 1681 LEXINGTON, KY INDEX TO FINANCIAL STATEMENTS Report of Independent Public Accountants Financial Statements- Statement of Net Assets Available for Plan Benefits as of June 30, 1997 Statement of Net Assets Available for Plan Benefits as of June 30, 1996 Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended June 30, 1997 Notes to Financial Statements Schedule I - Item 27a - Schedule of Assets Held for Investment Purposes as of June 30, 1997 Schedule II - Item 27d - Schedule of Reportable Transactions for the Year Ended June 30, 1997 3 Report of Independent Public Accountants To The Standard Products Company: We have audited the accompanying statements of net assets available for plan benefits of THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN (LEXINGTON DIVISION) UAW LOCAL 1681 LEXINGTON, KY (the Plan) as of June 30, 1997 and 1996, and the related statement of changes in net assets available for plan benefits for the year ended June 30, 1997. These financial statements and the schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedules 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 as of June 30, 1997 and June 30, 1996, and the changes in net assets available for plan benefits for the year ended June 30, 1997 in conformity with general accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic 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. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Arthur Andersen LLP Detroit, Michigan December 8, 1997. 4 THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN (LEXINGTON DIVISION) UAW LOCAL 1681 LEXINGTON, KY STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF JUNE 30, 1997
Participant Directed ----------------------------------------------------------- Common Short Investment Stock Equity Term Balanced Contract Fund Fund Fund Fund Fund ------- -------- -------- --------- ---------- INVESTMENTS, at fair value (Note 2): The Standard Products Company Common Share Fund $57,470 $ -- $ -- $ -- $ -- Vanguard Windsor II -- 180,641 -- -- -- Vanguard Money Market Reserves - Prime Portfolio -- -- 50,774 -- -- Vanguard STAR Fund -- -- -- 132,819 -- Vanguard Retirement Savings Trust -- -- -- -- 318,715 ------- -------- ------- -------- -------- Total investments 57,470 180,641 50,774 132,819 318,715 RECEIVABLES: Employer's contributions -- -- -- -- -- Employees' contributions 501 1,009 232 466 1,532 Interest and dividends 265 -- -- -- -- ------- -------- ------- -------- -------- Total receivables 766 1,009 232 466 1,532 ------- -------- ------- -------- -------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $58,236 $181,650 $51,006 $133,285 $320,247 ======= ======== ======= ======== ======== Non-Participant Directed --------------------------------------------------------- Common Short Investment Stock Equity Term Balanced Contract Fund Fund Fund Fund Fund Total -------- ------ ---- -------- ---------- --------- INVESTMENTS, at fair value (Note 2): The Standard Products Company Common Share Fund $84,918 $-- $-- $-- $-- $142,388 Vanguard Windsor II -- -- -- -- -- 180,641 Vanguard Money Market Reserves - Prime Portfolio -- -- -- -- -- 50,774 Vanguard STAR Fund -- -- -- -- -- 132,819 Vanguard Retirement Savings Trust -- -- -- -- -- 318,715 ------- --- --- --- --- -------- Total investments 84,918 -- -- -- -- 825,337 RECEIVABLES: Employer's contributions 480 -- -- -- -- 480 Employees' contributions -- -- -- -- -- 3,740 Interest and dividends 387 -- -- -- -- 652 ------- --- --- --- --- -------- Total receivables 867 -- -- -- -- 4,872 ------- --- --- --- --- -------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $85,785 $-- $-- $-- $-- $830,209 ======= === === === === ========
The accompanying notes are an integral part of the financial statements. -2- 5 THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN (LEXINGTON DIVISION) UAW LOCAL 1681 LEXINGTON, KY STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF JUNE 30, 1996
Participant Directed ------------------------------------------------------------------------------- Common Short Investment Stock Equity Term Balanced Contract Fund Fund Fund Fund Fund -------- ---------- -------- -------- ---------- INVESTMENTS, at fair value (Note 2): The Standard Products Company Common Share Fund $48,726 $ -- $ -- $ -- $ -- Vanguard Windsor II -- 131,794 -- -- -- Vanguard Money Market Reserves - Prime Portfolio -- -- 45,525 -- -- Vanguard STAR Fund -- -- -- 106,535 -- Vanguard Investment Contract Trust -- -- -- -- 318,457 ------- -------- ------- -------- -------- Total investments 48,726 131,794 45,525 106,535 318,457 RECEIVABLES: Employer's contributions -- -- -- -- -- Employees' contributions 839 2,685 1,085 2,067 6,062 Interest and dividends 357 -- -- -- -- ------- -------- ------- -------- -------- Total receivables 1,196 2,685 1,085 2,067 6,062 ------- -------- ------- -------- -------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $49,922 $134,479 $46,610 $108,602 $324,519 ======= ======== ======= ======== ======== Non-Participant Directed ----------------------------------------------------------------------- Common Short Investment Stock Equity Term Balanced Contract Fund Fund Fund Fund Fund Total ------- ------ ------- -------- ---------- ---------- INVESTMENTS, at fair value (Note 2): The Standard Products Company Common Share Fund $66,506 $ -- $ -- $ -- $ -- $115,232 Vanguard Windsor II -- 1,263 -- -- -- 133,057 Vanguard Money Market Reserves - Prime Portfolio -- -- 490 -- -- 46,015 Vanguard STAR Fund -- -- -- 954 -- 107,489 Vanguard Investment Contract Trust -- -- -- -- 3,234 321,691 ------- ------ ---- ---- ------- -------- Total investments 66,506 1,263 490 954 3,234 723,484 RECEIVABLES: Employer's contributions 1,513 7 13 11 7 1,551 Employees' contributions -- -- -- -- 12,738 Interest and dividends 481 -- -- -- -- 838 ------- ------ ---- ---- ------- -------- Total receivables 1,994 7 13 11 7 15,127 ------- ------ ---- ---- ------- -------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $68,500 $1,270 $503 $965 $ 3,241 $738,611 ======= ====== ==== ==== ======= ========
The accompanying notes are an integral part of the financial statements. -3- 6 THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN (LEXINGTON DIVISION) UAW LOCAL 1681 LEXINGTON, KY STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED JUNE 30, 1997
Participant Directed ------------------------------------------------------------------------------------- Common Short Investment Common Stock Equity Term Balanced Contract Stock Equity Fund Fund Fund Fund Fund Fund Fund -------- --------- -------- --------- --------- ------- ------- ADDITIONS: Contributions- Employer's $ -- $ -- $ -- $ -- $ -- $13,407 $ 41 Employees' 8,009 21,277 9,298 17,163 52,217 -- -- -------- -------- -------- --------- --------- ------- ------- Total contributions 8,009 21,277 9,298 17,163 52,217 13,407 41 -------- -------- -------- --------- --------- ------- ------- Net unrealized appreciation in fair value of investments 2,840 30,669 -- 11,648 -- 8,173 -- Realized gains 312 2,381 -- 880 -- 469 210 Interest and dividends 1,318 11,164 2,671 11,525 20,413 1,935 91 Inter-divisional transfers in 1,308 2,939 87 19 9,049 -- -- -------- -------- -------- --------- --------- ------- ------- Total additions 13,787 68,430 12,056 41,235 81,679 23,984 342 -------- -------- -------- --------- --------- ------- ------- DEDUCTIONS - Benefit payments 1,477 22,007 7,659 12,805 92,818 13,246 122 -------- -------- -------- --------- --------- ------- ------- Total deductions 1,477 22,007 7,659 12,805 92,818 13,246 122 -------- -------- -------- --------- --------- ------- ------- INTERFUND TRANSFERS (3,996) 748 (1) (3,747) 6,867 6,547 (1,490) NET INCREASE 8,314 47,171 4,396 24,683 (4,272) 17,285 (1,270) NET ASSETS AT BEGINNING OF YEAR 49,922 134,479 46,610 108,602 324,519 68,500 1,270 -------- -------- -------- --------- --------- ------- ------- NET ASSETS AT END OF YEAR $ 58,236 $181,650 $ 51,006 $ 133,285 $ 320,247 $85,785 $ -- ======== ======== ======== ========= ========= ======= ======= Non-Participant Directed ----------------------------------------- Short Investment Term Balanced Contract Fund Fund Fund Total ------ ------- -------- ------- ADDITIONS: Contributions- Employer's $ 28 $ 48 $ 28 $ 13,552 Employees' -- -- -- 107,964 ----- ------- ------- -------- Total contributions 28 48 28 121,516 ----- ------- ------- -------- Net unrealized appreciation in fair value of investments -- -- -- 53,330 Realized gains -- 44 -- 4,296 Interest and dividends 19 84 144 49,364 Inter-divisional transfers in -- -- -- 13,402 ----- ------- ------- -------- Total additions 47 176 172 241,908 ----- ------- ------- -------- DEDUCTIONS - Benefit payments -- 34 142 150,310 ----- ------- ------- -------- Total deductions -- 34 142 150,310 ----- ------- ------- -------- INTERFUND TRANSFERS (550) (1,107) (3,271) -- NET INCREASE (503) (965) (3,241) 91,598 NET ASSETS AT BEGINNING OF YEAR 503 965 3,241 738,611 ----- ------- ------- -------- NET ASSETS AT END OF YEAR $ -- $ -- $ -- $830,209 ===== ======= ======= ========
The accompanying notes are an integral part of the financial statements. -4- 7 THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN (LEXINGTON DIVISION) UAW LOCAL 1681 LEXINGTON, KY NOTES TO FINANCIAL STATEMENTS (1) SUMMARY OF PLAN General The Standard Products Company Collectively Bargained Savings and Retirement Plan (Lexington Division) UAW Local 1681 Lexington, KY (the Plan) is a defined contribution plan covering all employees who have one year of service and are covered by the collectively bargained agreement between UAW Local 1681 (the Union) and The Standard Products Company (the Company). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974. Administration The Plan is administered by The Standard Products Collectively Bargained Savings and Retirement Plan Committee. The Plan has a trust agreement with the Vanguard Fiduciary Trust Company (the Trustee) to act as trustee and recordkeeper of the Plan's assets. Contributions Each year, participants may contribute up to 10 percent of their pretax compensation. The Company contributes 20 percent of the first 4 percent of base compensation that the participant contributes to the Plan. All employer matching contributions are invested in the Company Common Stock Fund. Participant Accounts Each participant's account is credited with the participant's contributions, their allocation of the Company's contributions and the earnings of their investment funds. Vesting The participants are immediately vested in their contributions and the Company's contributions plus actual earnings thereon. Investment Options Upon enrollment in the Plan, a participant may direct employee contributions in 10 percent increments to any of six investment options. Company Common Stock Fund - This fund invests in common stock of The Standard Products Company. -5- 8 Equity Fund - This fund invests in the Vanguard Windsor II Fund which consists of investments in a diversified group of out-of-favor stocks of large-capitalization companies. Index Fund - This fund invests in the Vanguard Index Trust-500 Portfolio which consists of investments in all of the 500 stocks that make up the Standard & Poor's 500 Composite Stock Price Index. Short Term Investment Fund - This fund invests in the Vanguard Money Market Reserves-Prime Portfolio which consists of investments in short-term, high-quality money market instruments. Balanced Fund - This fund invests in the Vanguard STAR Fund which consists of investments in nine Vanguard funds: six stock funds, two bond funds, and one money market fund. Investment Contract Fund - This fund invests in the Vanguard Retirement Savings Trust which consists of investment contracts backed by financial institutions or by high-quality bonds and bond mutual funds owned by the Trust. Prior to April 30, 1997, this fund was known as the Vanguard Investment Contract Trust. Payment of Benefits In the event of retirement, death, termination, permanent disability or other separation from service, participants shall be entitled to receive an amount equal to the value of the vested interest in their accounts. Payment of benefits may be taken in a lump sum cash distribution or in various annuity options. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The accompanying financial statements are prepared on the accrual basis of accounting. Investments Theaccompanying statements of net assets available for plan benefits reflect the Plan's investments at their fair market values as of June 30, 1997 and 1996. Net change in realized and unrealized appreciation and depreciation of investments is reflected as an adjustment of the Plan's equity balance in the accompanying statement of changes in net assets available for plan benefits. A summary of the Plan's investments at June 30, 1997, is presented in Schedule I. -6- 9 Purchases and sales of securities are recorded on a trade-date basis. Interest income is recognized when earned. Dividends are recorded on the ex-dividend date. Administrative Expenses The Company pays the administrative expenses of the Plan, including any expenses and fees of the Trustee. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (3) FEDERAL INCOME TAXES The Internal Revenue Service (IRS) has determined and informed the Company by a letter dated February 7, 1997, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. (4) RELATED-PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by the trustee. There have been no known prohibited transactions with a party-in-interest. (5) RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits according to the financial statements to Form 5500:
June 30, ------------------- 1997 1996 -------- -------- Net assets available for benefits per the financial statements $830,209 $738,611 Amounts allocated to withdrawing participants 214,886 -- -------- -------- Net assets available for benefits per Form 5500 $615,323 $738,611 ======== ========
The following is a reconciliation of benefits paid to participants according to the financial statements to Form 5500: -7- 10
Year Ended June 30, 1997 ------------- Benefits paid to participants per the financial Statements $150,310 Add- Amounts allocated to withdrawing participants at June 30, 1997 214,886 Less- Amounts allocated to withdrawing participants at June 30, 1996 -- -------- Benefits paid to participants per Form 5500 $365,196 ========
Amounts allocated to withdrawing participants are recorded on Form 5500 for benefit claims that have been processed and approved for payment prior to June 30 but not yet paid as of that date. (6) PLAN TERMINATION Effective February 15, 1997 the Company entered into a termination agreement with the Union to cease operations at the Lexington division. The plant was closed in August, 1997. Following the plant closing, the Company intends to terminate the Plan, and upon receipt of the IRS determination that the Plan remains qualified upon termination, the Company will distribute all remaining account balances to those participants who have not previously received distribution of their account balances. -8- 11 SCHEDULE I THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN (LEXINGTON DIVISION) UAW LOCAL 1681 LEXINGTON, KY EIN: 34-0549970 - PLAN: 015 ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF JUNE 30, 1997
Shares/ Par Value Description Cost Market - --------- ----------- ---- ------ 10,477 *The Standard Products Company Common Share Fund $109,541 $142,388 6,552 *Vanguard Windsor II 142,649 180,641 50,774 *Vanguard Money Market Reserves-Prime Portfolio 50,774 50,774 7,664 *Vanguard STAR Fund 118,680 132,819 318,715 *Vanguard Retirement Savings Trust 318,715 318,715 -------- -------- Total $740,359 $825,337 ======== ========
*Represents a party-in-interest The accompanying notes are an integral part of this schedule. -9- 12 SCHEDULE II THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN (LEXINGTON DIVISION) UAW LOCAL 1681 LEXINGTON, KY EIN: 34-0549970 - PLAN: 015 Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED JUNE 30, 1997 During the year ended June 30, 1997, the Plan had the following "reportable transactions", as defined, involving an amount in excess of 5% of the net assets available for plan benefits at the beginning of the year, July 1, 1996:
Purchases Sales ------------------------------------------------- -------------------------------------------------- Current Value on Number of Shares/ Historical Transaction Number of Shares/ Historical Description Transactions Par Value Cost Date Transactions Par Value Proceeds Cost ----------- ------------ --------- ---------- ----------- ------------ --------- -------- ---------- *The Standard Products Company Common Share Fund 16 2,586 $32,774 $32,774 16 1,429 $18,720 $14,907 *Vanguard Windsor II 15 1,611 39,038 39,038 7 1,107 27,655 23,278 *Vanguard STAR Fund 14 1,878 30,435 30,435 10 1,066 17,695 16,360 *Vanguard Retirement Savings Trust 36 85,238 85,238 85,238 14 97,263 97,263 97,263 Sales ---------------------- Current Value on Transaction Description Date Gain ----------- ---------- ----- *The Standard Products Company Common Share Fund $18,720 $3,813 *Vanguard Windsor II 27,655 4,377 *Vanguard STAR Fund 17,695 1,335 *Vanguard Retirement Savings Trust 97,263 --
*Represents a party-in-interest The accompanying notes are an integral part of this schedule. -10- EX-99.4 5 EXHIBIT 99.4 1 EXHIBIT 99.4 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 June 30, 1997 A. Full title of plan and the address of the plan, if different from that of the issuer: THE STANDARD PRODUCTS COMPANY (CAMPBELL PLASTICS DIVISION) IUE-AFL-CIO, LOCAL # 318 COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN B. Name and issuer of securities held pursuant to the plan and the address of its principal executive office: THE STANDARD PRODUCTS COMPANY 2401 SOUTH GULLEY ROAD, DEARBORN, MICHIGAN 48124 REQUIRED INFORMATION Financial Statements: Report of Independent Public Accountants Statement of Net Assets Available for Plan Benefits --As of June 30, 1997 --As of June 30, 1996 Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended June 30, 1997 Notes to Financial Statements I - Schedule of Assets Held for Investment Purposes as of June 30, 1997 II - Schedule of Reportable Transactions for the Year Ended June 30, 1997 The information required by Schedules II and III is provided in the above financial statements or notes thereto. Schedule of Reportable Transactions SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the members of The Standard Products Company (Campbell Plastics Division) IUE-AFL-CIO, Local # 318 Collectively Bargained Savings and Retirement Plan Committee, as administrator of The Standard Products Company (Campbell Plastics Division) IUE-AFL-CIO, Local # 318 Collectively Bargained Savings and Retirement Plan have duly caused this annual report to be signed by the undersigned thereunto duly authorized. (The Standard Products Company (Campbell Plastics Division) IUE-AFL-CIO, Local # 318 Collectively Bargained Savings and Retirement Plan Date: December 22, 1997 By: /s/ Bernard J. Theisen ---------------------------- Committee Member 2 THE STANDARD PRODUCTS COMPANY (CAMPBELL PLASTICS DIVISION) IUE-AFL-CIO, LOCAL #318 COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN INDEX TO FINANCIAL STATEMENTS Financial Statements- Statement of Net Assets Available for Plan Benefits as of June 30, 1997 (unaudited) Statement of Net Assets Available for Plan Benefits as of June 30, 1996 (unaudited) Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended June 30, 1997 (unaudited) Notes to Financial Statements Schedule I - Item 27a - Schedule of Assets Held for Investment Purposes as of June 30, 1997 (unaudited) Schedule II - Item 27d - Schedule of Reportable Transactions for the Year Ended June 30, 1997 (unaudited) 3 THE STANDARD PRODUCTS COMPANY (CAMPBELL PLASTICS DIVISION) IUE-AFL-CIO, LOCAL #318 COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF JUNE 30, 1997 (UNAUDITED)
Participant Directed ----------------------------------------------------------- Common Short Investment Stock Equity Term Balanced Contract Fund Fund Fund Fund Fund Total ---- ---- ---- ---- ---- ----- INVESTMENTS, at fair value (Note 2): The Standard Products Company Common Share Fund $ 1,750 $ - $ - $ - $ - $ 1,750 Vanguard Windsor II - 44,457 - - - 44,457 Vanguard Money Market Reserves-Prime Portfolio - - 6,047 - - 6,047 Vanguard STAR Fund - - - 17,282 - 17,282 Vanguard Retirement Savings Trust - - - - 4,525 4,525 ------- ------- ------ ------- ------ ------- Total investments 1,750 44,457 6,047 17,282 4,525 74,061 ------- ------- ------ ------- ------ ------- RECEIVABLES Interest and dividends 5 - - - - 5 ------- ------- ------ ------- ------ ------- Total receivables 5 0 0 0 0 5 ------- ------- ------ ------- ------ ------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 1,755 $44,457 $6,047 $17,282 $4,525 $74,066 ======= ======= ====== ======= ====== =======
The accompanying notes are an integral part of the financial statements. -1- 4 THE STANDARD PRODUCTS COMPANY (CAMPBELL PLASTICS DIVISION) IUE-AFL-CIO, LOCAL #318 COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF JUNE 30, 1996 (UNAUDITED)
Participant Directed ----------------------------------------------------------- Common Short Investment Stock Equity Term Balanced Contract Fund Fund Fund Fund Fund Total ---- ---- ---- ---- ---- ----- INVESTMENTS, at fair value (Note 2): The Standard Products Company Common Share Fund $ 998 $ - $ - $ - $ - $ 998 Vanguard Windsor II - 13,252 - - - 13,252 Vanguard Money Market Reserves-Prime Portfolio - - 2,064 - - 2,064 Vanguard STAR Fund - - - 7,778 - 7,778 Vanguard Investment Contract Trust - - - - 3,368 3,368 ------ ------- ------ ------ ------ ------- Total investments 998 13,252 2,064 7,778 3,368 27,460 ------ ------- ------ ------ ------ ------- RECEIVABLES Employees' contributions 116 2,144 485 1,343 559 4,647 ------ ------- ------ ------ ------ ------- Total receivables 116 2,144 485 1,343 559 4,647 ------ ------- ------ ------ ------ ------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $1,114 $15,396 $2,549 $9,121 $3,927 $32,107 ====== ======= ====== ====== ====== =======
The accompanying notes are an integral part of the financial statements. -2- 5 THE STANDARD PRODUCTS COMPANY (CAMPBELL PLASTICS DIVISION) IUE-AFL-CIO, LOCAL #318 COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED JUNE 30, 1997 (UNAUDITED)
Participant Directed -------------------------------------------------------------------------- Common Short Investment Stock Equity Term Balanced Contract Fund Fund Fund Fund Fund Total ---- ---- ---- ---- ---- ----- ADDITIONS: Employees' contributions $ 471 $17,122 $3,271 $8,826 $2,964 $32,654 Net unrealized appreciation in fair value of investments 128 6,393 - 1,296 - 7,817 Realized gains - - - 263 - 263 Interest and dividends 42 2,169 227 1,153 324 3,915 ------ ------- ------ ------- ------ ------- Total additions 641 25,684 3,498 11,538 3,288 44,649 ------ ------- ------ ------- ------ ------- DEDUCTIONS: Benefit payments - - - - 2,690 2,690 ------ ------- ------ ------- ------ ------- Total deductions 0 0 0 0 0 0 ------ ------- ------ ------- ------ ------- INTERFUND TRANSFERS - 3,377 - (3,377) - 0 INCREASE/(DECREASE) FOR YEAR 641 29,061 3,498 8,161 598 41,959 NET ASSETS AT BEGINNING OF YEAR 1,114 15,396 2,549 9,121 3,927 32,107 ------ ------- ------ ------- ------ ------- NET ASSETS AT END OF YEAR $1,755 $44,457 $6,047 $17,282 $4,525 $74,066 ====== ======= ====== ======= ====== =======
The accompanying notes are an integral part of the financial statements. -3- 6 THE STANDARD PRODUCTS COMPANY (CAMPBELL PLASTICS DIVISION) IUE-AFL-CIO, LOCAL #318 COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS (1) SUMMARY OF PLAN General The Standard Products Company (Campbell Plastics Division) IUE-AFL-CIO Local #318 Collectively Bargained Savings and Retirement Plan (the Plan) is a defined contribution plan covering all employees who have one year of service and are covered by the collective bargaining agreement between IUE-AFL-CIO Local #318 (the Union) and The Standard Products Company (the Company). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974. Administration The Plan is administered by The Standard Products Collectively Bargained Savings and Retirement Plan Committee. The Plan has a trust agreement with the Vanguard Fiduciary Trust Company (the Trustee) to act as trustee and recordkeeper of the Plan's assets. Contributions Each year, participants may contribute up to 10 percent of their pretax compensation. There is no employer matching provision in the Plan. Participant Accounts Each participant's account is credited with the participant's contributions and the earnings of their investment funds. Vesting The participants are immediately vested in their contributions plus actual earnings thereon. Investment Options Upon enrollment in the Plan, a participant may direct employee contributions in 10 percent increments to any of six investment options. Company Common Stock Fund - This fund invests in common stock of The Standard Products Company. Equity Fund - This fund invests in the Vanguard Windsor II Fund which consists of investments in a diversified group of out-of-favor stocks of large-capitalization companies. Index Fund - This fund invests in the Vanguard Index Trust-500 Portfolio which consists of investments in all of the 500 stocks that make up the Standard & Poor's 500 Composite Stock Price Index. -4- 7 THE STANDARD PRODUCTS COMPANY (CAMPBELL PLASTICS DIVISION) IUE-AFL-CIO, LOCAL #318 COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS (Continued) Short Term Investment Fund - This fund invests in the Vanguard Money Market Reserves-Prime Portfolio which consists of investments in short-term, high-quality money market instruments. Balanced Fund - This fund invests in the Vanguard STAR Fund which consists of investments in nine Vanguard funds: six stock funds, two bond funds, and one money market fund. Investment Contract Fund - This fund invests in the Vanguard Retirement Savings Trust which consists of investment contracts backed by financial institutions or by high-quality bonds and bond mutual funds owned by the Trust. Prior to April 30, 1997, this fund was known as the Vanguard Investment Contract Trust. Payment of Benefits In the event of retirement, death, termination, permanent disability or other separation from service, participants shall be entitled to receive an amount equal to the value of the vested interest in their accounts. Payment of benefits may be taken in a lump sum cash distribution or in various annuity options. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The accompanying financial statements are prepared on the accrual basis of accounting. Investments The accompanying statements of net assets available for plan benefits reflect the Plan's investments at their fair market values as of June 30, 1997 and 1996. Net change in realized and unrealized appreciation and depreciation of investments is reflected as an adjustment of the Plan's equity balance in the accompanying statement of changes in net assets available for plan benefits. A summary of the Plan's investments at June 30, 1997, is presented in Schedule I. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recognized when earned. Dividends are recorded on the ex-dividend date. Administrative Expenses The Company pays the administrative expenses of the Plan, including any expenses and fees of the Trustee. -5- 8 THE STANDARD PRODUCTS COMPANY (CAMPBELL PLASTICS DIVISION) IUE-AFL-CIO, LOCAL #318 COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS (Continued) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (3) FEDERAL INCOME TAXES The Internal Revenue Service (IRS) has determined and informed the Company by a letter dated February 7, 1997, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. (4) RELATED-PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by the trustee. There have been no known prohibited transactions with a party-in-interest. (5) PLAN TERMINATION Effective February 15, 1997 the Company entered into a termination agreement with the Union to cease operations at the Campbell Plastics division. Management expects the plant to be closed by December 31, 1997. Following the plant closing, the Company intends to terminate the Plan, and upon receipt of the IRS' determination that the Plan remains qualified upon termination, the Company will distribute all remaining account balances to those participants who have not previously received distribution of their account balances. -6- 9 SCHEDULE I THE STANDARD PRODUCTS COMPANY (CAMPBELL PLASTICS DIVISION) IUE-AFL-CIO, LOCAL #318 COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN EIN: 34-0549970 - PLAN: 016 ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF JUNE 30, 1997 (UNAUDITED)
Shares/ Par Value Description Cost Market - --------- ----------- ---- ------ 129 *The Standard Products Company Common Share Fund $ 1,477 $ 1,750 1,613 *Vanguard Windsor II 37,348 44,457 6,047 *Vanguard Money Market Reserves-Prime Portfolio 6,047 6,047 997 *Vanguard STAR Fund 15,882 17,282 4,525 *Vanguard Retirement Savings Trust 4,525 4,525 ------- ------- Total $65,279 $74,061 ======= =======
*Represents a party-in-interest The accompanying notes are an integral part of this schedule. -7- 10 SCHEDULE II THE STANDARD PRODUCTS COMPANY (CAMPBELL PLASTICS DIVISION) IUE-AFL-CIO, LOCAL #318 COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN EIN: 34-0549970 - PLAN: 016 Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED JUNE 30, 1997 (UNAUDITED) During the year ended June 30, 1997, the Plan had the following "reportable transactions", as defined, involving an amount in excess of 5% of the net assets available for plan benefits at the beginning of the year, July 1, 1996:
Purchases ---------------------------------------------------------- Current Value on Number of Shares/ Historical Transaction Description Transactions Par Value Cost Date - ----------- ------------- ------------- ------------- ------------- *Vanguard Windsor II 13 1,024 $24,813 $24,813 *Vanguard Money Market Reserves-Prime Portfolio 22 3,982 3,982 3,982 *Vanguard STAR Fund 12 699 11,323 11,323 *Vanguard Retirement Savings Trust 23 3,847 3,847 3,847
Sales ---------------------------------------------------------------------------------- Current Value on Number of Shares/ Historical Transaction Description Transactions Par Value Proceeds Cost Date Gain - ----------- ------------ ------------ ------------ ------------ ------------ ------------ *Vanguard Windsor II 0 0 $0 $0 $0 $0 *Vanguard Money Market Reserves-Prime Portfolio 0 0 0 0 0 0 *Vanguard STAR Fund 1 197 3,377 3,068 3,377 309 *Vanguard Retirement Savings Trust 1 2,690 2,690 2,690 2,690 0
*Represents a party-in-interest The accompanying notes are an integral part of this schedule. -8- EX-99.5 6 EXHIBIT 99.5 1 EXHIBIT 99.5 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11K ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 1997 A. Full title of plan and the address of the plan, if different from that of the issuer: THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN FOR THE EMPLOYEES OF THE REID DIVISION COVERED BY THE COLLECTIVE BARGAINING AGREEMENT WITH UNITED STEEL WORKERS OF AMERICA LOCAL NO. 3586 B. Name of issuer of securities held pursuant to the plan and the address of its principal executive office: THE STANDARD PRODUCTS COMPANY 2401 SOUTH GULLEY ROAD, DEARBORN, MICHIGAN 48124 REQUIRED INFORMATION Financial Statements: Report of Independent Public Accountants Statement of Net Assets Available for Plan Benefits as of June 30, 1997 Statement of Changes in Net Assets Available for Plan Benefits for the Six Months Ended June 30, 1997 Notes to Financial Statements I - Schedule of Assets Held for Investment Purposes as of June 30, 1997 II - Schedule of Reportable Transactions for the Six Months Ended June 30, 1997 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the members of The Standard Products Company Collectively Bargained Savings and Retirement Plan for the Employees of the Reid Division Covered by the Collective Bargaining Agreement with United Steel Workers of America Local No. 3586 Committee, as administrator of The Standard Products Company Collectively Bargained Savings and Retirement Plan for the Employees of the Reid Division Covered by the Collective Bargaining Agreement with United Steel Workers of America Local No. 3586, have duly caused this annual report to be signed by the undersigned thereunto duly authorized. The Standard Products Company Collectively Bargained Savings and Retirement Plan for the Employees of the Reid Division Covered by the Collective Bargaining Agreement with United Steel Workers of America Local No. 3586 Date: December 22, 1997 By: /s/ Bernard J. Theisen ---------------------- Committee Member 2 THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN FOR THE EMPLOYEES OF THE REID DIVISION COVERED BY THE COLLECTIVE BARGAINING AGREEMENT WITH UNITED STEELWORKERS OF AMERICA LOCAL NO. 3586 INDEX TO FINANCIAL STATEMENTS Financial Statements- Statement of Net Assets Available for Plan Benefits as of June 30, 1997 (unaudited) Statement of Changes in Net Assets Available for Plan Benefits for the Six Months Ended June 30, 1997 (unaudited) Notes to Financial Statements Schedule I - Item 27a - Schedule of Assets Held for Investment Purposes as of June 30, 1997 (unaudited) Schedule II - Item 27d - Schedule of Reportable Transactions for the Six Months Ended June 30, 1997 (unaudited) 3 THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN FOR THE EMPLOYEES OF THE REID DIVISION COVERED BY THE COLLECTIVE BARGAINING AGREEMENT WITH UNITED STEELWORKERS OF AMERICA LOCAL NO. 3586 STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF JUNE 30, 1997 (UNAUDITED)
Participant Directed -------------------------------------------------- Common Short Stock Equity Index Term Fund Fund Fund Fund ----------- ----------- ----------- ----------- INVESTMENTS, at fair value (Note 2): The Standard Products Company Common Share Fund $ 1,129 $ - $ - $ - Vanguard Windsor II - 6,962 - - Vanguard Index Trust-500 Portfolio - - 5,600 - Vanguard Money Market Reserves-Prime Portfolio - - - 874 Vanguard STAR Fund - - - - Vanguard Retirement Savings Trust - - - - ----------- ----------- ----------- ----------- Total investments 1,129 6,962 5,600 874 ----------- ----------- ----------- ----------- RECEIVABLES Employees' contributions 233 1,615 1,268 214 Interest and dividends 9 - - - ----------- ----------- ----------- ----------- Total receivables 242 1,615 1,268 214 ----------- ----------- ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 1,371 $ 8,577 $6,868 $ 1,088 =========== =========== =========== ===========
Participant Directed --------------------------------------- Investment Balanced Contract Fund Fund Total ---- ---- ----- INVESTMENTS, at fair value (Note 2): The Standard Products Company Common Share Fund $ - $ - $ 1,129 Vanguard Windsor II - - 6,962 Vanguard Index Trust-500 Portfolio - - 5,600 Vanguard Money Market Reserves-Prime Portfolio - - 874 Vanguard STAR Fund 2,183 - 2,183 Vanguard Retirement Savings Trust - 187 187 ----------- ----------- ----------- Total investments 2,183 187 16,935 ----------- ----------- ----------- RECEIVABLES Employees' contributions 467 45 3,842 Interest and dividends - - 9 ----------- ----------- ----------- Total receivables 467 45 3,851 ----------- ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 2,650 $ 232 $ 20,786 =========== =========== ===========
The accompanying notes are an integral part of the financial statements. -1- 4 THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN FOR THE EMPLOYEES OF THE REID DIVISION COVERED BY THE COLLECTIVE BARGAINING AGREEMENT WITH UNITED STEELWORKERS OF AMERICA LOCAL NO. 3586 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE SIX MONTHS ENDED JUNE 30, 1997 (UNAUDITED)
Participant Directed ------------------------------------------ Common Short Stock Equity Index Term Fund Fund Fund Fund --------- --------- --------- --------- ADDITIONS: Employees' contributions $ 1,308 $ 8,104 $ 6,441 $ 1,082 Net unrealized appreciation in fair value of investments 51 - 405 423 Realized gains - - - - Interest and dividends 13 50 21 7 --------- --------- --------- --------- Total additions 1,372 8,154 6,867 1,512 --------- --------- --------- --------- DEDUCTIONS: Benefit payments - - - - --------- --------- --------- --------- Total deductions 0 0 0 0 --------- --------- --------- --------- INCREASE/(DECREASE) FOR YEAR 1,372 8,154 6,867 1,512 NET ASSETS AT BEGINNING OF YEAR 0 0 0 0 --------- --------- --------- --------- NET ASSETS AT END OF YEAR $ 1,372 $ 8,154 $ 6,867 $ 1,512 ========= ========= ========= ========= Participant Directed --------------------------------- Investment Balanced Contract Fund Fund Total --------- ---------- ----- ADDITIONS: Employees' contributions $ 2,545 $ 230 $ 19,710 Net unrealized appreciation in fair value of investments 74 - 953 Realized gains - - 0 Interest and dividends 31 1 123 --------- ---------- ---------- Total additions 2,650 231 20,786 --------- ---------- ---------- DEDUCTIONS: Benefit payments - - 0 --------- ---------- ---------- Total deductions 0 0 0 --------- ---------- ---------- INCREASE/(DECREASE) FOR YEAR 2,650 231 20,786 NET ASSETS AT BEGINNING OF YEAR 0 0 0 --------- ---------- ---------- NET ASSETS AT END OF YEAR $ 2,650 $ 231 $ 20,786 ========= ========== ==========
The accompanying notes are an integral part of the financial statements. -2- 5 THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN FOR THE EMPLOYEES OF THE REID DIVISION COVERED BY THE COLLECTIVE BARGAINING AGREEMENT WITH UNITED STEELWORKERS OF AMERICA LOCAL NO. 3586 NOTES TO FINANCIAL STATEMENTS (1) SUMMARY OF PLAN General The Standard Products Company Collectively Bargained Savings and Retirement Plan for the Employees of the Reid Division Covered by the Collective Bargaining Agreement with United Steelworkers of America Local No. 3586 (the Plan) was established on January 1, 1997. The Plan is a defined contribution plan covering all employees who have completed the 60 day union probationary period and are covered by the collective bargaining agreement between the United Steelworkers of America Local No. 3586 and The Standard Products Company (the Company). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Administration The Plan is administered by The Standard Products Collectively Bargained Savings and Retirement Plan Committee. The Plan has a trust agreement with the Vanguard Fiduciary Trust Company (the Trustee) to act as trustee and recordkeeper of the Plan's assets. Contributions Each year, participants may contribute up to 10 percent of their pretax compensation. There is no employer matching provision in the Plan. Participant Accounts Each participant's account is credited with the participant's contributions and the earnings of their investment funds. Vesting The participants are immediately vested in their contributions plus actual earnings thereon. Investment Options Upon enrollment in the Plan, a participant may direct employee contributions in 10 percent increments to any of six investment options. Company Common Stock Fund - This fund invests in common stock of The Standard Products Company. Equity Fund - This fund invests in the Vanguard Windsor II Fund which consists of investments in a diversified group of out-of-favor stocks of large-capitalization companies. Index Fund - This fund invests in the Vanguard Index Trust-500 Portfolio which consists of investments in all of the 500 stocks that make up the Standard & Poor's 500 Composite Stock Price Index. -3- 6 THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN FOR THE EMPLOYEES OF THE REID DIVISION COVERED BY THE COLLECTIVE BARGAINING AGREEMENT WITH UNITED STEELWORKERS OF AMERICA LOCAL NO. 3586 NOTES TO FINANCIAL STATEMENTS (Continued) Short Term Investment Fund - This fund invests in the Vanguard Money Market Reserves-Prime Portfolio which consists of investments in short-term, high-quality money market instruments. Balanced Fund - This fund invests in the Vanguard STAR Fund which consists of investments in nine Vanguard funds: six stock funds, two bond funds, and one money market fund. Investment Contract Fund - This fund invests in the Vanguard Retirement Savings Trust which consists of investment contracts backed by financial institutions or by high-quality bonds and bond mutual funds owned by the Trust. Prior to April 30, 1997, this fund was known as the Vanguard Investment Contract Trust. Payment of Benefits In the event of retirement, death, termination, permanent disability or other separation from service, participants shall be entitled to receive an amount equal to the value of the vested interest in their accounts. Payment of benefits may be taken in a lump sum cash distribution or in various annuity options. Termination of the Plan Although it has not expressed any intent to do so, the Company has the right, under the Plan, to terminate the Plan subject to the provisions of ERISA. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The accompanying financial statements are prepared on the accrual basis of accounting. Investments The accompanying statements of net assets available for plan benefits reflect the Plan's investments at their fair market values as of June 30, 1997. Net change in realized and unrealized appreciation and depreciation of investments is reflected as an adjustment of the Plan's equity balance in the accompanying statement of changes in net assets available for plan benefits. A summary of the Plan's investments at June 30, 1997, is presented in Schedule I. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recognized when earned. Dividends are recorded on the ex-dividend date. Administrative Expenses The Company pays the administrative expenses of the Plan, including any expenses and fees of the Trustee. -4- 7 THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN FOR THE EMPLOYEES OF THE REID DIVISION COVERED BY THE COLLECTIVE BARGAINING AGREEMENT WITH UNITED STEELWORKERS OF AMERICA LOCAL NO. 3586 NOTES TO FINANCIAL STATEMENTS (Continued) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (3) FEDERAL INCOME TAXES The Plan intends to apply for a favorable determination from the Internal Revenue Service on the qualification of the Plan under the Internal Revenue Code (IRC). The Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. (4) RELATED-PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by the trustee. There have been no known prohibited transactions with a party-in-interest. -5- 8 SCHEDULE I THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN FOR THE EMPLOYEES OF THE REID DIVISION COVERED BY THE COLLECTIVE BARGAINING AGREEMENT WITH UNITED STEELWORKERS OF AMERICA LOCAL NO. 3586 EIN: 34-0549970 - PLAN: 017 ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF JUNE 30, 1997 (UNAUDITED)
Shares/ Par Value Description Cost Market - --------- ------------------------------------------------ ---- ------ 83 *The Standard Products Company Common Share Fund $ 1,078 $ 1,129 253 *Vanguard Windsor II 6,539 6,962 68 *Vanguard Index Trust-500 Portfolio 5,194 5,600 874 *Vanguard Money Market Reserves-Prime Portfolio 874 874 126 *Vanguard STAR Fund 2,109 2,183 187 *Vanguard Retirement Savings Trust 187 187 ---------- ---------- Total $ 15,981 $ 16,935 ========== ==========
*Represents a party-in-interest The accompanying notes are an integral part of this schedule. -6- 9 SCHEDULE II THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN FOR THE EMPLOYEES OF THE REID DIVISION COVERED BY THE COLLECTIVE BARGAINING AGREEMENT WITH UNITED STEELWORKERS OF AMERICA LOCAL NO. 3586 EIN: 34-0549970 - PLAN: 017 Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE SIX MONTHS ENDED JUNE 30, 1997 (UNAUDITED) During the year ended June 30, 1997, the Plan had the following "reportable transactions", as defined, involving an amount in excess of 5% of the net assets available for plan benefits at the beginning of the six months, January 1, 1997:
Purchases ---------------------------------------------------------- Current Value on Number of Shares/ Historical Transaction Description Transactions Par Value Cost Date - ----------- ------------- ------------- ------------- ------------- *The Standard Products Company Common Share Fund 4 83 $1,078 $1,078 *Vanguard Windsor II 4 253 6,539 6,539 *Vanguard Index Trust- 500 Portfolio 4 68 5,194 5,194 *Vanguard Money Market Reserves-Prime Portfolio 4 874 874 874 *Vanguard STAR Fund 4 126 2,109 2,109 *Vanguard Retirement Savings Trust 4 187 187 187
Sales ---------------------------------------------------------------------------------- Current Value on Number of Shares/ Historical Transaction Description Transactions Par Value Proceeds Cost Date Gain - ----------- ------------ ------------ ------------ ------------ ------------ ------------ *The Standard Products Company Common Share Fund 0 0 $0 $0 $0 $0 *Vanguard Windsor II 0 0 0 0 0 0 *Vanguard Index Trust- 500 Portfolio 0 0 0 0 0 0 *Vanguard Money Market Reserves-Prime Portfolio 0 0 0 0 0 0 *Vanguard STAR Fund 0 0 0 0 0 0 *Vanguard Retirement Savings Trust 0 0 0 0 0 0
*Represents a party-in-interest The accompanying notes are an integral part of this schedule. -7- -----END PRIVACY-ENHANCED MESSAGE-----