-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, hupISQFovZA7yVDXmvFX2FYLIXXHFsWStkzHcNq9to04Ldy/UaPQ4BNf+fGKuwVk G4Gh0soU8appbz46/MMilQ== 0000950152-94-001265.txt : 19941222 0000950152-94-001265.hdr.sgml : 19941222 ACCESSION NUMBER: 0000950152-94-001265 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940630 FILED AS OF DATE: 19941221 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: 1934 Act SEC FILE NUMBER: 001-02917 FILM NUMBER: 94565618 BUSINESS ADDRESS: STREET 1: 2130 W 110TH ST CITY: CLEVELAND STATE: OH ZIP: 44102 BUSINESS PHONE: 2162818300 MAIL ADDRESS: STREET 1: 2130 W 110TH ST CITY: CLEVELAND STATE: OH ZIP: 44102 10-K/A 1 STANDARD PRODUCT 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (MARK ONE) _______ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended June 30, 1994 --------------------------------------------------- OR _______ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from to -------------------- ---------------------- 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 Identification No.) incorporation or organization) 2130 WEST 110TH STREET, CLEVELAND, OH 44102 - ------------------------------------- -------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (216) 281-8300 -------------------------- Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered - --------------------------- ----------------------------------------- COMMON SHARES, $1 PAR VALUE - --------------------------- ----------------------------------------- - --------------------------- ----------------------------------------- Securities registered pursuant to Section 12(g) of the Act: - ------------------------------------------------------------------------------- (Title of class) - ------------------------------------------------------------------------------- (Title of class) 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 ----- ----- State the aggregate market value of the voting stock held by nonaffiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within 60 days prior to the date of filing. (See definition of affiliate in Rule 405). $370,981,595 AT AUGUST 31, 1994 ---------------------------------- (APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ______ No ______ (APPLICABLE ONLY TO CORPORATE REGISTRANTS) Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. 16,682,234 AT AUGUST 31, 1994 ----------------------------- (DOCUMENTS INCORPORATED BY REFERENCE) List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). 1994 ANNUAL REPORT TO SHAREHOLDERS (PARTS I, II AND IV) - ------------------------------------------------------- PROXY STATEMENT FOR 1994 ANNUAL MEETING OF SHAREHOLDERS (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, 1994 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: - - The Standard Products Individual Retirement and Investment Trust Plan for the fiscal year ended June 30, 1994 - - The Standard Products Company Collectively Bargained Savings and Retirement Plan (Gaylord, Michigan Plant), U.A.W. Local 388; Gaylord, Michigan for the fiscal year ended June 30, 1994 - - The Standard Products Company Collectively Bargained Savings and Retirement Plan (Lexington Division), U.A.W. Local 1681; Lexington, Kentucky for the fiscal year ended June 30, 1994 - - The Standard Products Company Collectively Bargained Savings and Retirement Plan (Port Clinton, Ohio Plant), U.A.W. Local 497; Port Clinton, Ohio for the fiscal year ended June 30, 1994 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 21, 1994 By: /s/ Thomas J. Stecz --------------------------- Thomas J. Stecz Corporate Controller and Assistant Secretary 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, 1994 ------------- A. Full title of plan and the address of the plan, if different from that of the issuer: The 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 ----------------------------- 2130 West 110th Street, Cleveland, Ohio 44102 ---------------------------------------------- Required Information -------------------- Financial Statements: Report of Independent Public Accountants Statement of Financial Position --June 30, 1994 and 1993 Statement of Income and Changes in Plan Equity for the year ended June 30, 1994 Notes to Financial Statements I - Schedule of Investments as of June 30, 1994 The information required by Schedules II and III is provided in the above financial statements or notes thereto. Schedule of Reportable Transactions Schedule of Non-Exempt Transactions 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. The Standard Products Individual Retirement and Investment Trust Plan Date: December 21, 1994 By: /s/ Thomas J. Stecz ------------------------------- Committee Member 3 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To The Standard Products Company: We have audited the accompanying statements of financial position of the STANDARD PRODUCTS INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN as of June 30, 1994 and 1993, and the related statement of income and changes in plan equity for the year ended June 30, 1994. These financial statements and the schedules referred to below are the responsibility of the plan administrator. 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 financial position of the Plan as of June 30, 1994 and 1993, and its income and changes in plan equity for the year ended June 30, 1994, in conformity with generally accepted accounting principles. Our audit was made 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 purposes 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 audit 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 Cleveland, Ohio, December 7, 1994. 4 STANDARD PRODUCTS INDIVIDUAL RETIREMENT --------------------------------------- AND INVESTMENT TRUST PLAN ------------------------- STATEMENT OF FINANCIAL POSITION ------------------------------- AS OF JUNE 30, 1994 -------------------
Non-Participant Directed --------------------------------------------- Common Short Stock Term PAYSOP Cost Total Fund Fund Fund ----------- ----------- ----------- ----------- ---------- ASSETS Investments - at market value The Standard Products Common Share Fund $9,229,285 $12,474,413 $7,196,051 $0 $0 The Standard Products PAYSOP Fund 238,411 466,544 0 0 466,544 Vanguard Windsor II Fund 4,794,828 5,161,591 0 0 0 Vanguard Fixed Rate GIC Fund 3,453,070 3,453,070 0 0 0 Vanguard Money Market Reserves-Prime Portfolio 3,815,045 3,815,045 0 778,618 0 Vanguard STAR Fund 3,542,973 3,669,067 0 0 0 ----------- ----------- ---------- ---------- -------- $25,073,612 29,039,730 7,196,051 778,618 466,544 =========== Receivables The Standard Products Company 315,761 118,457 197,304 0 Plan Participants 306,452 0 0 0 Interest and Dividends 74,816 41,835 0 2,687 ----------- ---------- ---------- -------- Plan Equity $29,736,759 $7,356,343 $ 975,922 $469,231 =========== ========== ========== ======== Participant Directed ------------------------------------------------------------------------------ Common Fixed Short Stock Equity Income Term Balanced Fund Fund Fund Fund Fund ---------- ---------- ---------- ---------- ----------- ASSETS Investments - at market value The Standard Products Common Share Fund $5,278,362 $0 $0 $0 $0 The Standard Products PAYSOP Fund 0 0 0 0 0 Vanguard Windsor II Fund 0 5,161,591 0 0 0 Vanguard Fixed Rate GIC Fund 0 0 3,453,070 0 0 Vanguard Money Market Reserves-Prime Portfolio 0 0 0 3,036,427 0 Vanguard STAR Fund 0 0 0 0 3,669,067 ---------- ---------- ---------- ---------- ---------- 5,278,362 5,161,591 3,453,070 3,036,427 3,669,067 Receivables The Standard Products Company 0 0 0 0 0 Plan Participants 51,113 82,196 65,871 44,081 63,191 Interest and Dividends 30,294 0 0 0 0 ---------- ---------- ---------- ---------- ---------- Plan Equity $5,359,769 $5,243,787 $3,518,941 $3,080,508 $3,732,258 ========== ========== ========== ========== ========== The accompanying Notes to Financial Statements are an integral part of this statement.
5 STANDARD PRODUCTS INDIVIDUAL RETIREMENT --------------------------------------- AND INVESTMENT TRUST PLAN ------------------------- STATEMENT OF FINANCIAL POSITION ------------------------------- AS OF JUNE 30, 1993 -------------------
Non-Participant Directed ----------------------------------------- Common Short Stock Term PAYSOP Cost Total Fund Fund Fund ----------- ----------- ----------- ----------- ----------- ASSETS Investments - at market value The Standard Products Common Share Fund $7,032,887 $12,935,446 $7,523,207 $0 $0 The Standard Products PAYSOP Fund 247,040 588,858 0 0 588,858 Vanguard Windsor II Fund 3,617,379 4,277,741 0 0 0 Vanguard Fixed Rate GIC Fund 3,632,056 3,632,056 0 0 0 Vanguard Money Market Reserves-Prime Portfolio 3,472,884 3,472,884 0 642,308 0 Vanguard STAR Fund 2,969,408 3,314,005 0 0 0 ----------- ----------- ----------- ----------- ----------- $20,971,654 28,220,990 7,523,207 642,308 588,858 =========== Receivables The Standard Products Company 266,974 100,817 166,157 0 Plan Participants 260,043 0 0 0 Interest and Dividends 62,448 34,748 0 2,701 ----------- ----------- ----------- ----------- Plan Equity $28,810,455 $7,658,772 $808,465 $591,559 =========== =========== =========== =========== Participant Directed --------------------------------------------------------------------------- Common Fixed Short Stock Equity Income Term Balanced Fund Fund Fund Fund Fund ----------- ----------- ----------- ----------- ----------- ASSETS Investments - at market value The Standard Products Common Share Fund $5,412,239 $0 $0 $0 $0 The Standard Products PAYSOP Fund 0 0 0 0 0 Vanguard Windsor II Fund 0 4,277,741 0 0 0 Vanguard Fixed Rate GIC Fund 0 0 3,632,056 0 0 Vanguard Money Market Reserves-Prime Portfolio 0 0 0 2,830,576 0 Vanguard STAR Fund 0 0 0 0 3,314,005 ----------- ----------- ----------- ----------- ----------- 5,412,239 4,277,741 3,632,056 2,830,576 3,314,005 Receivables The Standard Products Company 0 0 0 0 0 Plan Participants 37,647 65,519 60,763 42,645 53,469 Interest and Dividends 24,999 0 0 0 0 ----------- ----------- ----------- ----------- ----------- Plan Equity $5,474,885 $4,343,260 $3,692,819 $2,873,221 $3,367,474 =========== =========== =========== =========== =========== The accompanying Notes to Financial Statements are an integral part of this statement.
6 STANDARD PRODUCTS INDIVIDUAL RETIREMENT --------------------------------------- AND INVESTMENT TRUST PLAN ------------------------- STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY ---------------------------------------------- FOR THE YEAR ENDED JUNE 30, 1994 --------------------------------
Non-Participant Directed ---------------------------------------- Common Short Stock Term PAYSOP Total Fund Fund Fund ----------- ----------- ----------- ----------- ADDITIONS - --------- Investment Income Net Change in Unrealized Appreciation/ (Depreciation) of Investments ($2,519,168) ($1,244,866) $0 ($85,517) Dividend and Interest Income 1,113,490 154,354 24,153 10,644 Realized Gain/(Loss) (32,130) (6,477) 0 (1,553) Contributions Plan Participants 3,528,031 0 0 0 The Standard Products Company 1,566,497 1,369,193 197,304 0 Transfers from Other Funds 4,623,504 0 0 0 Miscellaneous Receipts 86,266 0 0 0 ----------- ----------- ----------- ----------- Total Additions 8,366,490 272,204 221,457 (76,426) ----------- ----------- ----------- ----------- DEDUCTIONS - ---------- Participant Withdrawals (2,816,683) (574,633) (54,000) (45,902) Transfers to Other Funds (4,623,504) 0 0 0 ----------- ----------- ----------- ----------- Total Deductions (7,440,187) (574,633) (54,000) (45,902) ----------- ----------- ----------- ----------- Net Additions/(Deductions) 926,303 (302,429) 167,457 (122,328) Plan Equity - Beginning of Year 28,810,455 7,658,772 808,465 591,559 ----------- ----------- ----------- ----------- Plan Equity - End of Year $29,736,758 $7,356,343 $975,922 $469,231 =========== =========== =========== =========== Participant Directed ------------------------------------------------------------------------------- Common Fixed Short Stock Equity Income Term Balanced Fund Fund Fund Fund Fund ----------- ----------- ----------- ----------- ----------- ADDITIONS - --------- Investment Income Net Change in Unrealized Appreciation/ (Depreciation) of Investment ($865,293) ($164,875) $0 $0 ($158,617) Dividend and Interest Income 110,512 304,368 173,537 91,395 244,527 Realized Gain/(Loss) (11,861) (866) 0 0 (11,373) Contributions Plan Participants 553,617 942,947 757,731 544,200 729,536 The Standard Products Company 0 0 0 0 0 Transfers from Other Funds 1,130,407 799,762 1,646,031 654,867 392,437 Miscellaneous Receipts 19,913 17,504 7,955 11,048 29,846 ----------- ----------- ----------- ----------- ----------- Total Additions 937,295 1,898,840 2,585,254 1,301,510 1,226,356 ----------- ----------- ----------- ----------- ----------- DEDUCTIONS - ---------- Participant Withdrawals (447,101) (618,082) (345,614) (333,367) (397,984) Transfers to Other Funds (605,310) (380,231) (2,413,518) (760,856) (463,589) ----------- ----------- ----------- ----------- ----------- Total Deductions (1,052,411) (998,313) (2,759,132) (1,094,223) (861,573) ----------- ----------- ----------- ----------- ----------- Net Additions/(Deductions) (115,116) 900,527 (173,878) 207,287 364,783 Plan Equity - Beginning of Year 5,474,885 4,343,260 3,692,819 2,873,221 3,367,474 ----------- ----------- ----------- ----------- ----------- Plan Equity - End of Year $5,359,769 $5,243,787 $3,518,941 $3,080,508 $3,732,257 =========== =========== =========== =========== =========== The accompanying Notes to Financial Statements are an integral part of this statement.
7 STANDARD PRODUCTS INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN NOTES TO FINANCIAL STATEMENTS JUNE 30, 1994 AND 1993 (1) SUMMARY OF PLAN: GENERAL The Standard Products Individual Retirement and Investment Trust Plan (the Plan) is a deferred compensation plan and was established effective December 31, 1983, to encourage employees to adopt a regular savings program and to provide additional funds for retirement. Effective July 1, 1990, The Standard Products Company (the Company) amended and restated the Plan in its entirety. As part of the amendment and restatement, the Oliver Rubber Company Individual Retirement and Investment Plan (Oliver Rubber Company Plan) and the Holm Industries, Inc. 401(k) Retirement Plan (Holm Industries Plan) were merged with the Plan. The Oliver Rubber Company Plan transferred $2,001,658 of assets to the Plan, and the Holm Industries Plan transferred $189,040 of assets to the Plan. At the time of the plan merger, the Plan changed trustees from Society National Bank of Cleveland, Ohio (the former trustee) to Vanguard Fiduciary Trust Company (Vanguard). All funds held by the former trustee and the trustees of the Oliver Rubber Company Plan and the Holm Industries Plan on the behalf of an employee were transferred to the appropriate employee's account with Vanguard. At this time, the employees selected the investment funds with Vanguard to which their account balance should be transferred. Each salaried and non-union hourly employee of the Company, including its wholly-owned subsidiaries Westborn Warehouse, Inc., Oliver Rubber Company and Holm Industries, Inc., is eligible to participate in the Plan. A new employee who was a participant in a qualified plan at his previous employer and who makes a transfer contribution to the Plan is eligible to participate in the Plan, provided that the previous plan permits such a transfer and provided that the Plan Committee approves such transfer from the previous plan. CONTRIBUTIONS Each eligible employee may elect to have the Company make contributions to the trust established in conjunction with the Plan. Such contributions are a portion of the compensation which the employee is otherwise eligible to receive of not less than one percent nor greater than ten percent of such compensation (Participant Elected Contributions). The Company may take out of its current or retained earnings, Company contributions of up to 100% of the first five percent of each depositing participant's compensation that is contributed to the trust as Participant Elected Contributions (Employer Matched Contributions). The Company has determined that its Employer Matched Contributions currently will be 75% of the first two percent and 25% of the next three percent (up to five percent) of each depositing participant's compensation that is so contributed to the trust. The Company's Board of Directors may increase or decrease the percentage of employer matched contributions at any time. The Company contributes to the trust on behalf of each non- union hourly employee eligible to participate in the Plan five cents per hour of service, whether or not they are depositing participants. Prior to December 31, 1986, the Company also made contributions to the Plan to fund a Payroll Stock Ownership Plan (PAYSOP). PAYSOP contributions were, subject to certain limitations imposed by law, based upon 1/2% of all eligible employees' credited or accrued compensation, through December 31, 1986, at which time, the credit for PAYSOP contributions was eliminated by federal tax legislation. 8 PARTICIPANTS' ACCOUNTS Individual accounts are maintained for each participant in the Plan. Accounts are credited with contributions and earnings, and reduced by losses and distributions, as defined in the Plan. Participants direct their Participant Elected Contributions into any of the permitted investment funds (except the PAYSOP fund) in increments of 10%. Each participant has a non-forfeitable right to the accrued benefits in his accounts derived from any Company or employee contributions. Each participant receives a detailed statement of his account once each year. PAYMENT OF BENEFITS In the event of retirement, death, termination, permanent disability, or other separation from service, participants shall be entitled to receive distributions of their account balances. A participant's contribution may be withdrawn without termination of employment upon satisfaction of certain conditions. Such withdrawal by a participant is restricted to once in any 24-month period. Benefits payable as of June 30, 1994 and 1993, represent the vested portion of participant accounts for participants terminated prior to the Plan year-end which are to be paid in the subsequent year or years. Benefits payable to plan participants were $277,770 and $199,809 at June 30, 1994 and 1993, respectively. ADMINISTRATION The Plan is administered by a committee appointed by The Board of Directors of the Company. A committee member will serve until resignation or until a successor has been appointed by The Board of Directors. The Plan has an agreement with Vanguard, whereby Vanguard acts as trustee of the Plan's assets. The Board of Directors of the Company has the right to modify or change the Plan at any time, without the consent or approval of the shareholders and participants. The Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to applicable law. Information with respect to assets held for investment purposes, dividend and interest income, gain or loss on sale of investments, reportable transactions and net change in unrealized appreciation (depreciation) of investments has been reported by the trustee as being complete and accurate. (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 financial position reflect the Plan's investments at their fair market values as of June 30, 1994 and 1993. The unrealized change in the valuation of investments is included in the determination of plan equity at the end of each period. A summary of the Plan's investments at June 30, 1994, is presented in Schedule I. The Plan invests in publicly traded securities of The Standard Products Company, the Plan sponsor. A summary of non-exempt transactions for the year ended June 30, 1994, is presented in Schedule III. ADMINISTRATIVE EXPENSES The Company absorbs the cost of administrative expenses. 9 (3) INVESTMENT FUNDS: The trust fund under the Plan consists of six investment funds, as follows: COMMON STOCK FUND AND PAYSOP FUND -- These funds invest in Common Shares of The Standard Products Company. EQUITY FUND -- This fund invests in the Vanguard Windsor II Fund. FIXED INCOME FUND -- This fund invests in the Vanguard Fixed Rate GIC Trust. SHORT TERM INVESTMENT FUND -- This fund invests in the Vanguard Money Market Reserves - Prime Portfolio. BALANCED FUND -- This fund invests in the Vanguard STAR Fund, which consists of investments in common stocks and fixed income investments. The earnings of each investment fund and the proceeds of a sale of any asset of any investment fund are reinvested in the same fund. Pending investment or reinvestment, any monies received by the trustee from investments or as Company or employee contributions, may be held temporarily in any manner the trustee determines. At June 30, 1994, from a total of 3,210 eligible employees, 2,268 employees had elected to make Participant Elected Contributions. They participated in one or more of the various funds as shown below.
FUND NUMBER PARTICIPATING ---------------------- -------------------- Common Stock Fund 880 Equity Fund 1,103 Fixed Income Fund 1,060 Short Term Investment Fund 944 Balanced Fund 1,002
(4) FEDERAL INCOME TAXES: The Plan intends to apply for a favorable determination from the Internal Revenue Service on the qualification of the amended and restated Plan under the Internal Revenue Code. A qualified plan is entitled to an exemption from taxes under the provisions of the Internal Revenue Code. In the opinion of the Plan's management, the Plan is currently operating in accordance with the provisions of the Internal Revenue Code. Accordingly, no provision for federal income taxes has been made in the accompanying financial statements. Annually, informational tax returns are prepared and filed with the Internal Revenue Service. In general, as long as the Plan is qualified, a participant's compensation for federal income tax purposes does not include the amount of any permissible Participant Elected Contributions or Company contributions to the Plan. Similarly, a participant is not taxed on investment gains, nor does a participant derive any tax advantage from investment losses with respect to funds in his accounts held under the trust. Amounts distributed from the trust are in general, taxable subject to Internal Revenue Service Rules and Regulations. (5) REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: For the year ended June 30, 1994, the realized and unrealized gains (losses) on investments were determined based upon the value of the assets at the beginning of the plan year or at the time of purchase if purchased during the year. 10 (6) PARTY-IN-INTEREST TRANSACTIONS: The plan did engage in non-exempt transactions with a party-in-interest. As indicated in Schedule III, the Plan purchased and sold shares of the Company. Following is a summary of the Plan's transaction in Company stock during the plan year ended June 30, 1994.
SHARES SHARES PURCHASED COST SOLD PROCEEDS --------- ---------- -------- -------- Common Stock Fund 187,187 $3,294,507 81,084 $1,627,045 PAYSOP Fund 565 $ 10,658 2,197 $ 45,902
11 SCHEDULE I STANDARD PRODUCTS INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF JUNE 30, 1994 Employer Federal Identification Number: 34-0549970 Plan Number: 011
UNITS DESCRIPTION COST MARKET - --------- ------------------------------- ----------- ----------- 793,033 The Standard Products Common Share Fund $ 9,229,285 $12,474,413 29,379 The Standard Products PAYSOP Fund 238,411 466,544 312,634 Vanguard Windsor II Fund 4,794,828 5,161,591 3,453,070 Vanguard Fixed Rate GIC Fund 3,453,070 3,453,070 3,815,045 Vanguard Money Market Reserves - Prime Portfolio 3,815,045 3,815,045 284,644 Vanguard STAR Fund 3,542,973 3,669,067 ----------- ----------- $25,073,612 $29,039,730 =========== ===========
The accompanying Notes to Financial Statements are an integral part of this schedule. 12 SCHEDULE II STANDARD PRODUCTS INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE PERIOD FROM JULY 1, 1993 THROUGH JUNE 30, 1994 Employer Federal Identification Number: 34-0549970 Plan Number: 011 During the period from July 1, 1993 through June 30, 1994, the Plan had the following "reportable transactions", as defined, involving an amount in excess of 5% of the plan equity available at the beginning of the fiscal year.
PURCHASE/ SALE HISTORICAL GAIN UNITS DESCRIPTION PROCEEDS COST (LOSS) - --------- ----------------------------- ---------- ---------- ---------- Vanguard Windsor II Fund 118,531 - Purchased $2,047,903 $ -- $ -- 58,868 - Sold 998,312 870,454 127,858 Vanguard Fixed Rate GIC Fund 2,580,145 - Purchased 2,580,145 -- -- 514,281 - Sold 514,281 514,281 -- Vanguard Money Market Reserves - Prime Portfolio 1,491,376 - Purchased 1,490,386 -- -- 1,149,215 - Sold 1,148,225 1,148,225 -- Vanguard STAR Fund 102,332 - Purchased 1,386,625 -- -- 64,817 - Sold 861,572 813,060 48,512 The Standard Products Common Share Fund 187,187 - Purchased 3,294,507 -- -- 81,084 - Sold 1,627,045 747,706 528,935
The accompanying Notes to Financial Statements are an integral part of this schedule. 13 SCHEDULE III STANDARD PRODUCTS INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN ITEM 27e - SCHEDULE OF NON-EXEMPT TRANSACTIONS FOR THE YEAR ENDED JUNE 30, 1994 Employer Federal Identification Number: 34-0549970 Plan Number: 011
CURRENT IDENTITY OF NUMBER OF MARKET VALUE PARTY RELATIONSHIP DESCRIPTION UNITS NUMBER OF REALIZED OF ASSETS INVOLVED TO THE PLAN OF ASSET PURCHASED COST UNITS SOLD PROCEEDS GAIN (LOSS) HELD - ----------- ------------ ---------- --------- --------- ---------- ---------- ----------- ----------- The Standard Plan Sponsor The Standard 187,187 $3,294,507 81,084 $1,627,045 $528,935 $12,474,413 Products Products Company Common Share Fund The Standard Plan Sponsor The Standard 565 10,658 2,197 45,902 26,615 466,544 Products Products Company PAYSOP Fund The accompanying Notes to Financial Statements are an integral part of this schedule.
14 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, 1994 ------------- 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 (GAYLORD, MICHIGAN PLANT), U.A.W. LOCAL 388; GAYLORD, MICHIGAN B. Name of issuer of securities held pursuant to the plan and the address of its principal executive office: THE STANDARD PRODUCTS COMPANY 2130 WEST 110TH STREET, CLEVELAND, OHIO 44102 REQUIRED INFORMATION Financial Statements: Statement of Financial Position --June 30, 1994 and 1993 Statement of Income and Changes in Plan Equity for the year ended June 30, 1994 Notes to Financial Statements I - Schedule of Investments as of June 30, 1994 The information required by Schedules II and III is provided in the above financial statements or notes thereto. Schedule of Reportable Transactions Schedule of Non-Exempt Transactions 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 (Gaylord, Michigan Plant), U.A.W. Local 388; Gaylord, Michigan Committee, as administrator of The Standard Products Company Collectively Bargained Savings and Retirement Plan (Gaylord, Michigan Plant), U.A.W. Local 388; Gaylord, Michigan, 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 (Gaylord, Michigan Plant), U.A.W. Local 388; Gaylord, Michigan Date: December 21, 1994 By: /s/ Thomas J. Stecz ----------------------------------- Committee Member 15 THE STANDARD PRODUCTS COMPANY ----------------------------- COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN -------------------------------------------------- (GAYLORD, MICHIGAN PLANT), U.A.W. LOCAL 388, GAYLORD, MICHIGAN -------------------------------------------------------------- STATEMENT OF FINANCIAL POSITION ------------------------------- JUNE 30, 1994 -------------
Non-Participant Participant Directed Directed ------------------------------------------------ ---------------- Company Common Variable Short Stock Equity Income Term Balanced Company Common Cost Total Fund Fund Fund Fund Fund Stock Fund --------- --------- -------- -------- -------- -------- -------- ---------------- ASSETS Cash $581 $581 $421 $0 $0 $0 $0 $160 Investments - at market value The Standard Products Common Share Fund 100,718 86,580 56,004 0 0 0 0 30,576 Vanguard Windsor II Fund 47,079 45,735 0 45,735 0 0 0 0 Vanguard Variable Rate GIC Trust 39,210 39,210 0 0 39,210 0 0 0 Vanguard Money Market Reserves-Prime Portfolio 22,656 22,656 0 0 0 22,656 0 0 Vanguard STAR Fund 26,033 25,073 0 0 0 0 25,073 0 --------- --------- -------- -------- -------- -------- -------- ---------------- $236,177 219,835 56,425 45,735 39,210 22,656 25,073 30,736 ======== Receivables Interest and Dividends 503 325 0 0 0 0 178 --------- -------- -------- -------- -------- -------- ---------------- Plan Equity $220,338 $56,750 $45,735 $39,210 $22,656 $25,073 $30,914 ========= ======== ======== ======== ======== ======== ================ The accompanying Notes to Financial Statements are an integral part of this statement.
16 THE STANDARD PRODUCTS COMPANY ----------------------------- COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN -------------------------------------------------- (GAYLORD, MICHIGAN PLANT), U.A.W. LOCAL 388, GAYLORD, MICHIGAN -------------------------------------------------------------- STATEMENT OF FINANCIAL POSITION ------------------------------- JUNE 30, 1993 -------------
Participant Directed ---------------------------------------------------------- Company Common Variable Short Stock Equity Income Term Cost Total Fund Fund Fund Fund -------- -------- -------- -------- -------- -------- ASSETS Cash $591 $591 $370 $0 $0 $0 Investments - at market value The Standard Products Common Share Fund 45,784 57,755 32,182 0 0 0 Vanguard Windsor II 24,235 25,779 0 25,779 0 0 Vanguard Variable Rate GIC Trust 30,096 30,096 0 0 30,096 0 Vanguard Money Market Reserves-Prime Portfolio 16,750 16,750 0 0 0 16,750 Vanguard STAR Fund 18,764 19,423 0 0 0 0 -------- -------- -------- -------- -------- -------- $136,220 150,394 32,552 25,779 30,096 16,750 ======== Receivables Interest and Dividends 267 149 0 0 0 -------- -------- -------- -------- -------- Plan Equity $150,661 $32,701 $25,779 $30,096 $16,750 ======== ======== ======== ======== ======== Non-Participant Directed ------------------ Balanced Company Common Fund Stock Fund ------- ------------------ ASSETS Cash $0 $221 Investments - at market value The Standard Products Common Share Fund 0 25,573 Vanguard Windsor II 0 0 Vanguard Variable Rate GIC Trust 0 0 Vanguard Money Market Reserves-Prime Portfolio 0 0 Vanguard STAR Fund 19,423 0 ------- ------------------ 19,423 25,794 Receivables Interest and Dividends 0 118 ------- ------------------ Plan Equity $19,423 $25,912 ======= ================== The accompanying Notes to Financial Statements are an integral part of this statement.
17
THE STANDARD PRODUCTS COMPANY ----------------------------- COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN -------------------------------------------------- (GAYLORD, MICHIGAN PLANT), U.A.W. LOCAL 388, GAYLORD, MICHIGAN -------------------------------------------------------------- STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY ---------------------------------------------- FOR THE YEAR ENDED JUNE 30, 1994 -------------------------------- Non-Participant Participant Directed Directed ------------------------------------------------ --------------- Company Common Variable Short Stock Equity Income Term Balanced Company Common Total Fund Fund Fund Fund Fund Stock Fund -------- ------- ------- ------- ------- ------- --------------- ADDITIONS - --------- Investment income (loss) Realized Gain (Loss) ($207) $0 $39 $0 $0 $0 ($246) Net change in unrealized appreciation/ depreciation of investments (16,442) (8,950) (1,344) 0 0 (960) (5,188) Dividend and interest income 7,404 1,218 1,908 1,942 645 1,326 365 Transfers from other funds 5,176 5,176 0 0 0 0 0 Contributions The Standard Products Company 10,884 0 0 0 0 0 10,884 Plan participants 74,398 26,605 20,488 10,002 6,843 10,460 0 -------- ------- ------- ------- ------- ------- --------------- Total Additions 81,213 24,049 21,091 11,944 7,488 10,826 5,815 DEDUCTIONS Participant Withdrawals (6,360) 0 (1,135) (2,830) (1,582) 0 (813) Transfers to other funds (5,176) 0 0 0 0 (5,176) 0 -------- ------- ------- ------- ------- ------- --------------- Total Deductions (11,536) 0 (1,135) (2,830) (1,582) (5,176) (813) -------- ------- ------- ------- ------- ------- --------------- NET ADDITIONS 69,677 24,049 19,956 9,114 5,906 5,650 5,002 Plan Equity - Beginning of Year 150,661 32,701 25,779 30,096 16,750 19,423 25,912 -------- ------- ------- ------- ------- ------- --------------- Plan Equity - End of Year $220,338 $56,750 $45,735 $39,210 $22,656 $25,073 $30,914 ======== ======= ======= ======= ======= ======= =============== The accompanying Notes to Financial Statements are an integral part of this statement.
18 THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN (GAYLORD, MICHIGAN PLANT), U.A.W. LOCAL 388, GAYLORD, MICHIGAN NOTES TO FINANCIAL STATEMENTS JUNE 30, 1994 (1) SUMMARY OF PLAN: GENERAL -- The Standard Products Company Collectively Bargained Savings and Retirement Plan (Gaylord, Michigan Plant), U.A.W. Local 388, Gaylord, Michigan, (the Plan) was established effective January 1, 1991 to encourage employees to adopt a regular savings program and to provide additional funds at retirement. This Plan is governed by The Standard Products Company Collectively Bargained Savings and Retirement Basic Plan Document which established the fundamental mechanics of the 401K plan and its administration. The provisions of the basic plan document call for the ability to adopt the basic plan at any of the Company's plants whose employees are represented by a collectively bargained labor agreement. All employees represented by a collective bargaining agreement and were employees under the Plan as of the Plan's effective date, are eligible to participate in the Plan. An employee who became an employee after the Plan's effective date, shall be eligible to participate in the Plan following the completion of his 90-day probationary period as defined in the collective bargaining agreement. CONTRIBUTIONS -- Each eligible employee may elect to have the Company make contributions to the trust established in conjunction with the Plan at a rate of not less than one percent nor greater than ten percent of compensation, as defined (Deductible Participant Contribution). The Company has determined that its Employer Matched Contributions currently will be twenty percent of each depositing participant's compensation contributed to the trust which do not exceed five percent of Credited Compensation. VESTING -- The participants' interest in their Deductible Participant Contribution Accounts and the Employer Matching Contributions shall be fully vested at all times. ADMINISTRATION -- The Company is the Plan Administrator under this Plan within the meaning of the Employee Retirement Income Security Act of 1974 (ERISA), as amended from time to time, and shall supervise and control the operation of this Plan in accordance with its terms and may make rules and regulations for the administration of this Plan which are not inconsistent with the terms and provisions of the Plan agreement. The Plan has an agreement with The Delaware Guarantee & Trust Company (the Trustee) to act as Trustee of the Plan's assets. The Trustee maintains all records of investment transactions and determines the valuation of the investment portfolio. Information with respect to investments held at their market values, dividend and interest income, gain or loss on sale of investments and net change in unrealized appreciation (depreciation) of investments has been reported by the Trustee as being complete and accurate. 19 -2- PARTICIPANTS' ACCOUNTS -- Individual accounts are maintained for each participant in the Plan. Accounts are credited with contributions and earnings, and reduced by losses and distributions, as defined in the Plan. Participants direct their Participant Elected Contributions into any of the permitted investment funds in increments of 10%. Each participant has a non-forfeitable right to the accrued benefits in his accounts derived from any Company or employee contributions. Each participant receives a detailed statement of his account once each year. PAYMENT OF BENEFITS -- In the event of retirement, death, termination, permanent disability, or other separation from service, participants shall be entitled to receive distributions of their account balances. A participant's contribution may be withdrawn without termination of employment upon satisfaction of certain conditions. Such withdrawal by a participant is restricted to once in any 24-month period. (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 financial position reflect the Plan's investments at their fair market values as of June 30, 1994. The unrealized change in the valuation of investments is included in the determination of plan equity at the end of the period. A summary of the Plan's investments at June 30, 1994, is presented in Schedule I. The Plan invests in publicly traded securities of The Standard Products Company, the Plan sponsor. A summary of party-in- interest transactions for the year ended June 30, 1994, is presented in Schedule III. ADMINISTRATIVE EXPENSES -- The Company absorbs the cost of administrative expenses. (3) INVESTMENT FUNDS: The trust fund under the Plan consists of five investment funds, as follows: COMPANY COMMON STOCK FUND -- This fund invests in Common Shares of The Standard Products Company. EQUITY FUND -- This fund invests in the Vanguard Windsor II Fund. FIXED INCOME FUND -- This fund invests in the Vanguard Variable Rate GIC Trust. SHORT TERM INVESTMENT FUND -- This fund invests in the Vanguard Money Market Reserves - Prime Portfolio. BALANCED FUND -- This fund invests in the Vanguard STAR Fund, which consists of investments in common stocks and fixed income investments. 20 -2- PARTICIPANTS' ACCOUNTS -- Individual accounts are maintained for each participant in the Plan. Accounts are credited with contributions and earnings, and reduced by losses and distributions, as defined in the Plan. Participants direct their Participant Elected Contributions into any of the permitted investment funds in increments of 10%. Each participant has a non-forfeitable right to the accrued benefits in his accounts derived from any Company or employee contributions. Each participant receives a detailed statement of his account once each year. PAYMENT OF BENEFITS -- In the event of retirement, death, termination, permanent disability, or other separation from service, participants shall be entitled to receive distributions of their account balances. A participant's contribution may be withdrawn without termination of employment upon satisfaction of certain conditions. Such withdrawal by a participant is restricted to once in any 24-month period. (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 financial position reflect the Plan's investments at their fair market values as of June 30, 1994. The unrealized change in the valuation of investments is included in the determination of plan equity at the end of the period. A summary of the Plan's investments at June 30, 1994, is presented in Schedule I. The Plan invests in publicly traded securities of The Standard Products Company, the Plan sponsor. A summary of party-in-interest transactions for the year ended June 30, 1994, is presented in Schedule III. ADMINISTRATIVE EXPENSES -- The Company absorbs the cost of administrative expenses. (3) INVESTMENT FUNDS: The trust fund under the Plan consists of five investment funds, as follows: COMPANY COMMON STOCK FUND -- This fund invests in Common Shares of The Standard Products Company. EQUITY FUND -- This fund invests in the Vanguard Windsor II Fund. VARIABLE INCOME FUND -- This fund invests in the Vanguard Variable GIC Trust. SHORT TERM INVESTMENT FUND -- This fund invests in the Vanguard Money Market Reserves -- Prime Portfolio. BALANCED FUND -- This fund invests in the Vangard STAR Fund, which consists of investments in common stocks and fixed income investments. 21 -3- The earnings of each investment fund and the proceeds of a sale of any asset of any investment fund are reinvested in the same fund. Pending investment or reinvestment, any monies received by the trustee from investments or as Company or employee contributions, may be held temporarily in any manner the trustee determines. At June 30, 1994, from a total of 240 eligible employees, 62 employees had elected to make Participant Elected Contributions. They participated in one or more of the various funds as shown below.
FUND NUMBER PARTICIPATING ---- -------------------- Company Common Stock Fund 20 Equity Fund Windsor 24 Variable Income Fund 23 Short Term Investment Fund 23 Balanced Fund Star 17
(4) 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. A qualified plan is entitled to an exemption from taxes under the provisions of the Internal Revenue Code. In the opinion of the Plan's management, the Plan is currently operating in accordance with the provisions of the Internal Revenue Code. Accordingly, no provision for federal income taxes has been made in the accompanying financial statements. Annually, informational tax returns are prepared and filed with the Internal Revenue Service. In general, as long as the Plan is qualified, a participant's compensation for federal income tax purposes does not include the amount of any permissible Participant Elected Contributions or Company contributions to the Plan. Similarly, a participant is not taxed on investment gains, nor does a participant derive any tax advantage from investment losses with respect to funds in his accounts held under the trust. Amounts distributed from the trust are in general, taxable subject to Internal Revenue Service Rules and Regulations. 22 SCHEDULE I THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN (GAYLORD, MICHIGAN PLANT), U.A.W. LOCAL 388, GAYLORD, MICHIGAN SCHEDULE OF INVESTMENTS AS OF JUNE 30, 1994
SHARES DESCRIPTION COST MARKET - ------ ------------------------------------- ------------ ---------- 2,960 The Standard Products Common Share Fund $100,718 $ 86,580 2,770 Vanguard Windsor II Fund 47,079 45,735 39,210 Vanguard Variable Rate GIC Trust 39,210 39,210 22,656 Vanguard Money Market Reserves - Prime Portfolio 22,656 22,656 1,945 Vanguard STAR Fund 26,033 25,073 --------- --------- $235,696 $219,254 ======== ========
The accompanying Notes to Financial Statements are an integral part of this schedule. 23 SCHEDULE II THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN (GAYLORD, MICHIGAN PLANT), U.A.W. LOCAL 388, GAYLORD, MICHIGAN SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE PERIOD FROM JULY 1, 1993 THROUGH JUNE 30, 1994 During the period from July 1, 1993 through June 30, 1994, the Plan had the following "reportable transactions", as defined, involving an amount in excess of 5% of the plan equity available at the beginning of the fiscal year.
PURCHASE/ SALE (LOSS) UNITS DESCRIPTION PROCEEDS COST GAIN - ------ ---------------------------------- -------- ---------- -------- Vanguard Windsor II Fund 1,342 - Purchased $22,390 $ - $ - 68 - Sold 1,135 1,096 39 Vanguard Variable Rate GIC Trust 11,943 - Purchased 11,943 - - 2,829 - Sold 2,829 2,829 - Vanguard Money Market Reserves - Prime Portfolio 7,454 - Purchased 7,454 - - 1,582 - Sold 1,582 1,582 - Vanguard STAR Fund 897 - Purchased 11,785 - - 394 - Sold 5,176 5,176 - The Standard Products Common Share Fund 1,324 - Purchased 44,248 - - 32 - Sold 813 1,059 (246)
The accompanying Notes to Financial Statements are an integral part of this schedule. 24 SCHEDULE III THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN (GAYLORD, MICHIGAN PLANT), U.A.W. LOCAL 388, GAYLORD, MICHIGAN SCHEDULE OF PARTY-IN-INTEREST TRANSACTIONS FOR THE YEAR ENDED JUNE 30, 1994
CURRENT IDENTITY OF NUMBER OF MARKET VALUE PARTY RELATIONSHIP DESCRIPTION UNITS NUMBER OF REALIZED OF ASSETS INVOLVED TO THE PLAN OF ASSET PURCHASED COST UNITS SOLD PROCEEDS GAIN (LOSS) HELD - ------------ ------------- ------------- ----------- --------- ----------- -------- ----------- ------------- The Standard Plan Sponsor The Standard 13247 $44,248 32 $813 $(246) $86,580 Products Products Company Common Share Fund
25 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, 1994 ------------- 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), U.A.W. LOCAL 1681; LEXINGTON, KENTUCKY B. Name and issuer of securities held pursuant to the plan and the address of its principal executive office: THE STANDARD PRODUCTS COMPANY 2130 WEST 110TH STREET, CLEVELAND, OHIO 44102 REQUIRED INFORMATION Financial Statements: Statement of Financial Position --June 30, 1994 and 1993 Statement of Income and Changes in Plan Equity for the year ended June 30, 1994 Notes to Financial Statements I - Schedule of Investments as of June 30, 1994 The information required by Schedules II and III is provided in the above financial statements or notes thereto. Schedule of Reportable Transactions Schedule of Non-Exempt Transactions 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), U.A.W. Local 1681; Lexington, Kentucky Committee, as administrator of The Standard Products Company Collectively Bargained Savings and Retirement Plan (Lexington Division), U.A.W. Local 1681; Lexington, Kentucky, have duly caused this annual report to be signed by the undersigned thereunto duly authorized. The Standard Products Company Collectively Bargarined Savings and Retirement Plan (Lexington Division), U.A.W. Local 1681; Lexington, Kentucky Dated: December 21, 1994 By: /s/ Thomas J. Stecz ----------------------------------- Committee Member 26 THE STANDARD PRODUCTS COMPANY ----------------------------- COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN -------------------------------------------------- (LEXINGTON DIVISION), U.A.W. LOCAL 1681, LEXINGTON, KENTUCKY ------------------------------------------------------------ STATEMENT OF FINANCIAL POSITION ------------------------------- JUNE 30, 1994 -------------
Non-Participant Participant Directed Directed ------------------------------------------------ ------------------ Company Common Variable Short Stock Equity Income Term Balanced Company Common Cost Total Fund Fund Fund Fund Fund Stock Fund -------- --------- -------- -------- --------- -------- -------- ------------------ ASSETS Cash $510 $510 $240 $0 $0 $0 $0 $270 Investments - at market value The Standard Products Common Share Fund 102,479 87,633 40,062 0 0 0 0 47,571 Vanguard Windsor II Fund 50,364 49,030 0 49,030 0 0 0 0 Vanguard Variable Rate GIC Trust 221,093 221,093 0 0 221,093 0 0 0 Vanguard Money Market Reserves-Prime Portfolio 36,058 36,058 0 0 0 36,058 0 0 Vanguard STAR Fund 65,804 63,229 0 0 0 0 63,229 0 -------- --------- -------- -------- --------- -------- -------- ------------------ $476,308 457,553 40,302 49,030 221,093 36,058 63,229 47,841 ======== Receivables Interest and Dividends 509 233 0 0 0 0 276 --------- -------- -------- --------- -------- -------- ------------------ Plan Equity $458,062 $40,535 $49,030 $221,093 $36,058 $63,229 $48,117 ========= ======== ======== ========= ======== ======== ================== The accompanying Notes to Financial Statements are an integral part of this statement.
27 THE STANDARD PRODUCTS COMPANY ----------------------------- COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN -------------------------------------------------- (LEXINGTON DIVISION), U.A.W. LOCAL 1681, LEXINGTON, KENTUCKY ------------------------------------------------------------ STATEMENT OF FINANCIAL POSITION ------------------------------- JUNE 30, 1993 -------------
Participant Directed -------------------------------------------------------- Company Common Variable Short Stock Equity Income Term Cost Total Fund Fund Fund Fund --------- --------- --------- --------- --------- --------- ASSETS Cash $541 $541 $244 $0 $0 $0 Investments - at market value The Standard Products Common Share Fund 54,649 70,150 30,365 0 0 0 Vanguard Windsor II 25,134 26,877 0 26,877 0 0 Vanguard Variable Rate GIC Trust 148,032 148,032 0 0 148,032 0 Vanguard Money Market Reserves-Prime Portfolio 30,961 30,961 0 0 0 30,961 Vanguard STAR Fund 41,133 42,583 0 0 0 0 --------- --------- --------- --------- --------- --------- $300,450 319,144 30,609 26,877 148,032 30,961 ======== Receivables Interest and Dividends 324 140 0 0 0 --------- --------- --------- --------- --------- Plan Equity $319,468 $30,749 $26,877 $148,032 $30,961 ========= ========= ========= ========= ========= Non-Participant Directed -------------- Balanced Company Common Fund Stock Fund -------- -------------- ASSETS Cash $0 $297 Investments - at market value The Standard Products Common Share Fund 0 39,785 Vanguard Windsor II 0 0 Vanguard Variable Rate GIC Trust 0 0 Vanguard Money Market Reserves-Prime Portfolio 0 0 Vanguard STAR Fund 42,583 0 -------- -------------- 42,583 40,082 Receivables Interest and Dividends 0 184 -------- -------------- Plan Equity $42,583 $40,266 ======== ============== The accompanying Notes to Financial Statements are an integral part of this statement.
28 THE STANDARD PRODUCTS COMPANY ----------------------------- COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN -------------------------------------------------- (LEXINGTON DIVISION), U.A.W. LOCAL 1681, LEXINGTON, KENTUCKY ------------------------------------------------------------ STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY ---------------------------------------------- FOR THE YEAR ENDED JUNE 30, 1994 --------------------------------
Non-Participant Participant Directed Directed ------------------------------------------------- ----------------- Company Common Variable Short Stock Equity Income Term Balanced Company Common Total Fund Fund Fund Fund Fund Stock Fund --------- -------- -------- --------- -------- -------- ----------------- ADDITIONS Investment income (loss) Realized Gain $8 $0 $14 $0 $0 ($6) $0 Net change in unrealized appreciation/ depreciation of investments (18,755) (6,746) (1,334) 0 0 (2,575) (8,100) Dividend and interest income 17,906 846 2,051 9,782 1,042 3,349 836 Transfers from other funds 2,303 0 1,129 1,174 0 0 0 Contributions The Standard Products Company 15,684 0 0 0 0 0 15,684 Plan participants 149,345 15,686 20,441 75,036 12,974 25,208 0 --------- -------- -------- --------- -------- -------- ----------------- Total Additions 166,491 9,786 22,301 85,992 14,016 25,976 8,420 DEDUCTIONS Participant Withdrawals (25,594) 0 (148) (12,931) (6,616) (5,330) (569) Transfers to other funds (2,303) 0 0 0 (2,303) 0 0 --------- -------- -------- --------- -------- -------- ----------------- Total Deductions (27,897) 0 (148) (12,931) (8,919) (5,330) (569) NET ADDITIONS 138,594 9,786 22,153 73,061 5,097 20,646 7,851 Plan Equity - Beginning of Year 319,468 30,749 26,877 148,032 30,961 42,583 40,266 --------- -------- -------- --------- -------- -------- ----------------- Plan Equity - End of Year $458,062 $40,535 $49,030 $221,093 $36,058 $63,229 $48,117 ========= ======== ======== ========= ======== ======== ================= The accompanying Notes to Financial Statements are an integral part of this statement.
29 THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN (LEXINGTON DIVISION), U.A.W. LOCAL 1681, LEXINGTON, KENTUCKY NOTES TO FINANCIAL STATEMENTS JUNE 30, 1994 (1) SUMMARY OF PLAN: GENERAL -- The Standard Products Company Collectively Bargained Savings and Retirement Plan, (Lexington Division), U.A.W. Local 1681, Lexington, Kentucky, (the Plan) was established effective January 31, 1991 to encourage employees to adopt a regular savings program and to provide additional funds at retirement. This Plan is governed by The Standard Products Company Collectively Bargained Savings and Retirement Basic Plan Document which established the fundamental mechanics of the 401K plan and its administration. The provisions of the basic plan document call for the ability to adopt the basic plan at any of the Company's plants whose employees are represented by a collectively bargained labor agreement. All employees represented by a collective bargaining agreement and were employees under the Plan as of the Plan's effective date, are eligible to participate in the Plan. An employee who became an employee after the Plan's effective date, shall be eligible to participate in the Plan following the completion of one year of service as defined in the collective bargaining agreement. CONTRIBUTIONS -- Each eligible employee may elect to have the Company make contributions to the trust established in conjunction with the Plan at a rate of not less than one percent nor greater than ten percent of compensation, as defined (Deductible Participant Contribution). The Company has determined that its Employer Matched Contributions currently will be fifteen percent of each depositing participant's compensation contributed to the trust which do not exceed four percent of Credited Compensation. VESTING -- The participants' interest in their Deductible Participant Contribution Accounts and the Employer Matching Contributions shall be fully vested at all times. ADMINISTRATION -- The Company is the Plan Administrator under this Plan within the meaning of the Employee Retirement Income Security Act of 1974 (ERISA), as amended from time to time, and shall supervise and control the operation of this Plan in accordance with its terms and may make rules and regulations for the administration of this Plan which are not inconsistent with the terms and provisions of the Plan agreement. The Plan has an agreement with The Delaware Guarantee & Trust Company (the Trustee) to act as Trustee of the Plan's assets. The Trustee maintains all records of investment transactions and determines the valuation of the investment portfolio. Information with respect to investments held at their market values, dividend and interest income, gain or loss on sale of investments and net change in unrealized appreciation (depreciation) of investments has been reported by the Trustee as being complete and accurate. 30 -2- PARTICIPANTS' ACCOUNTS -- Individual accounts are maintained for each participant in the Plan. Accounts are credited with contributions and earnings, and reduced by losses and distributions, as defined in the Plan. Participants direct their Participant Elected Contributions into any of the permitted investment funds in increments of 10%. Each participant has a non-forfeitable right to the accrued benefits in his accounts derived from any Company or employee contributions. Each participant receives a detailed statement of his account once each year. PAYMENT OF BENEFITS -- In the event of retirement, death, termination, permanent disability, or other separation from service, participants shall be entitled to receive distributions of their account balances. A participant's contribution may be withdrawn without termination of employment upon satisfaction of certain conditions. Such withdrawal by a participant is restricted to once in any 24-month period. (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 financial position reflect the Plan's investments at their fair market values as of June 30, 1994. The unrealized change in the valuation of investments is included in the determination of plan equity at the end of the period. A summary of the Plan's investments at June 30, 1994, is presented in Schedule I. The Plan invests in publicly traded securities of The Standard Products Company, the Plan sponsor. A summary of party-in-interest transactions for the year ended June 30, 1994, is presented in Schedule III. ADMINISTRATIVE EXPENSES -- The Company absorbs the cost of administrative expenses. (3) INVESTMENT FUNDS: The trust fund under the Plan consists of five investment funds, as follows: COMPANY COMMON STOCK FUND -- This fund invests in Common Shares of The Standard Products Company. EQUITY FUND -- This fund invests in the Vanguard Windsor II Fund. VARIABLE INCOME FUND -- This fund invests in the Vanguard Variable Rate GIC Trust. SHORT TERM INVESTMENT FUND -- This fund invests in the Vanguard Money Market Reserves - Prime Portfolio. BALANCED FUND -- This fund invests in the Vanguard STAR Fund, which consists of investments in common stocks and fixed income investments. 31 -3- The earnings of each investment fund and the proceeds of a sale of any asset of any investment fund are reinvested in the same fund. Pending investment or reinvestment, any monies received by the trustee from investments or as Company or employee contributions, may be held temporarily in any manner the trustee determines. At June 30, 1994, from a total of 228 eligible employees, 106 employees had elected to make Participant Elected Contributions. They participated in one or more of the various funds as shown below.
Fund Number Participating ---- -------------------- Company Common Stock Fund 20 Equity Fund 28 Variable Income Fund 71 Short Term Investment Fund 23 Balanced Fund 32
(4) 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. A qualified plan is entitled to an exemption from taxes under the provisions of the Internal Revenue Code. In the opinion of the Plan's management, the Plan is currently operating in accordance with the provisions of the Internal Revenue Code. Accordingly, no provision for federal income taxes has been made in the accompanying financial statements. Annually, informational tax returns are prepared and filed with the Internal Revenue Service. In general, as long as the Plan is qualified, a participant's compensation for federal income tax purposes does not include the amount of any permissible Participant Elected Contributions or Company contributions to the Plan. Similarly, a participant is not taxed on investment gains, nor does a participant derive any tax advantage from investment losses with respect to funds in his accounts held under the trust. Amounts distributed from the trust are in general, taxable subject to Internal Revenue Service Rules and Regulations. 32 SCHEDULE I THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN (LEXINGTON DIVISION), U.A.W. LOCAL 1681, LEXINGTON, KENTUCKY SCHEDULE OF INVESTMENTS AS OF JUNE 30, 1994
Shares Description Cost Market - ------ -------------------------------------- ------------ ---------- 2,996 The Standard Products Common Share Fund $102,479 $ 87,633 2,970 Vanguard Windsor II Fund 50,364 49,030 221,093 Vanguard Variable Rate GIC Trust 221,093 221,093 36,058 Vanguard Money Market Reserves - Prime Portfolio 36,058 36,058 4,905 Vanguard STAR Fund 65,804 63,229 ---------- ---------- $476,308 $457,553 ======== ========
The accompanying Notes to Financial Statements are an integral part of this schedule. 33 SCHEDULE II THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN (LEXINGTON DIVISION), U.A.W. LOCAL 1681, LEXINGTON, KENTUCKY SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE PERIOD FROM JULY 1, 1993 THROUGH JUNE 30, 1994 During the period from July 1, 1993 through June 30, 1994, the Plan had the following "reportable transactions", as defined, involving an amount in excess of 5% of the plan equity available at the beginning of the fiscal year.
Purchase/ Sale (Loss) Units Description Proceeds Cost Gain - ------ ----------------------------------- -------- ---------- ---------- Vanguard Windsor II Fund 1,520 - Purchased $23,655 $ -- $ -- 9 - Sold 147 133 14 Vanguard Variable Rate GIC Trust 85,992 - Purchased 85,992 -- -- 12,931 - Sold 12,931 12,931 -- Vanguard Money Market Reserves - Prime Portfolio 14,017 - Purchased 14,017 -- -- 8,919 - Sold 8,919 8,919 -- Vanguard STAR Fund 2,366 - Purchased 28,557 -- -- 442 - Sold 5,330 5,336 (6) The Standard Products Common Share Fund 990 - Purchased 32,867 -- -- 20 - Sold 569 569 --
The accompanying Notes to Financial Statements are an integral part of this schedule. 34 SCHEDULE III THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN (LEXINGTON DIVISION), U.A.W. LOCAL 1681, LEXINGTON, KENTUCKY SCHEDULE OF PARTY-IN-INTEREST TRANSACTIONS FOR THE YEAR ENDED JUNE 30, 1994
Current Identity of Number of Market Value Party Relationship Description Units Number of Realized of Assets Involved to the Plan of Asset Purchased Cost Units Sold Proceeds Gain (Loss) Held - ------------ ------------- ------------- ----------- --------- ----------- -------- ----------- ------------- The Standard Plan Sponsor The Standard 990 $32,867 20 $569 $ -0- $87,633 Products Products Company Common Share Fund
35 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, 1994 ------------- 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 (PORT CLINTON, OHIO PLANT), U.A.W. LOCAL 497; PORT CLINTON, OHIO B. Name and issuer of securities held pursuant to the plan and the address of its principal executive office: THE STANDARD PRODUCTS COMPANY 2130 WEST 110TH STREET, CLEVELAND, OHIO 44102 REQUIRED INFORMATION Financial Statements: Statement of Financial Position --June 30, 1994 and 1993 Statement of Income and Changes in Plan Equity for the year ended June 30, 1994 Notes to Financial Statements I - Schedule of Investments as of June 30, 1994 The information required by Schedules II and III is provided in the above financial statements or notes thereto. Schedule of Reportable Transactions Schedule of Non-Exempt Transactions 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 (Port Clinton, Ohio Plant), U.A.W. Local 497; Port Clinton, Ohio Committee, as administrator of The Standard Products Company Collectively Bargained Savings and Retirement Plan (Port Clinton, Ohio Plant), U.A.W. Local 497; Port Clinton, Ohio, 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 (Port Clinton, Ohio Plant), U.A.W. Local 497; Port Clinton, Ohio Dated: December 21, 1994 By: /s/ Thomas J. Stecz -------------------------------------- Committee Member 36 THE STANDARD PRODUCTS COMPANY ----------------------------- COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN -------------------------------------------------- (PORT CLINTON DIVISION), U.A.W. LOCAL 497, PORT CLINTON, OHIO ------------------------------------------------------------- STATEMENT OF FINANCIAL POSITION ------------------------------- JUNE 30, 1994 -------------
Non-Participant Participant Directed Directed ------------------------------------------------ ----------------- Company Common Variable Short Stock Equity Income Term Balanced Company Common Cost Total Fund Fund Fund Fund Fund Stock Fund ------- ------- ------- ------- ------- ------- -------- ----------------- ASSETS Cash $0 $0 $0 $0 $0 $0 $0 $0 Investments - at market value The Standard Products Common Share Fund 0 0 0 0 0 0 0 0 Vanguard Windsor II Fund 0 0 0 0 0 0 0 0 Vanguard Variable Rate GIC Trust 0 0 0 0 0 0 0 0 Vanguard Money Market Reserves-Prime Porfolio 0 0 0 0 0 0 0 0 Vanguard STAR Fund 0 0 0 0 0 0 0 0 ------- ------- ------- ------- ------- ------- ------- ----------------- $0 0 0 0 0 0 0 0 ======= Receivables Interest and Dividends 0 0 0 0 0 0 0 ------- ------- ------- ------- ------- ------- ----------------- Plan Equity $0 $0 $0 $0 $0 $0 $0 ======= ======= ======= ======= ======= ======= ================= The accompanying Notes to Financial Statements are an integral part of this statement.
37 THE STANDARD PRODUCTS COMPANY ----------------------------- COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN -------------------------------------------------- (PORT CLINTON DIVISION), U.A.W. LOCAL 497, PORT CLINTON, OHIO ------------------------------------------------------------- STATEMENT OF FINANCIAL POSITION ------------------------------- JUNE 30, 1993 -------------
Participant Directed --------------------------------------------------------- Company Common Variable Short Stock Equity Income Term Cost Total Fund Fund Fund Fund -------- -------- -------- -------- -------- -------- ASSETS Cash $425 $425 $240 $0 $0 $0 Investments - at market value The Standard Products Common Share Fund 29,972 31,093 18,740 0 0 0 Vanguard Windsor II 19,135 20,102 0 20,102 0 0 Vanguard Variable Rate GIC Trust 12,535 12,535 0 0 12,535 0 Vanguard Money Market Reserves-Prime Portfolio 15,911 15,911 0 0 0 15,911 Vanguard STAR Fund 9,035 9,274 0 0 0 0 -------- -------- -------- -------- -------- -------- $87,013 89,340 18,980 20,102 12,535 15,911 ======== Receivables Interest and Dividends 144 87 0 0 0 -------- -------- -------- -------- -------- Plan Equity $89,484 $19,067 $20,102 $12,535 $15,911 ======== ======== ======== ======== ======== Non-Participant Directed ------------------ Balanced Company Common Fund Stock Fund -------- ------------------ ASSETS Cash $0 $185 Investments - at market value The Standard Products Common Share Fund 0 12,353 Vanguard Windsor II 0 0 Vanguard Variable Rate GIC Trust 0 0 Vanguard Money Market Reserves-Prime Portfolio 0 0 Vanguard STAR Fund 9,274 0 -------- ------------------ 9,274 12,538 Receivables Interest and Dividends 0 57 -------- ------------------ Plan Equity $9,274 $12,595 ======== ================== The accompanying Notes to Financial Statements are an integral part of this statement.
38 THE STANDARD PRODUCTS COMPANY ----------------------------- COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN -------------------------------------------------- (PORT CLINTON DIVISION), U.A.W. LOCAL 497, PORT CLINTON, OHIO ------------------------------------------------------------- STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY ---------------------------------------------- FOR THE YEAR ENDED JUNE 30, 1994 --------------------------------
Non-Participant Participant Directed Directed ------------------------------------------------ ----------------- Company Common Variable Short Stock Equity Income Term Balanced Company Common Total Fund Fund Fund Fund Fund Stock Fund ------- ------- ------- ------- ------- ------- ----------------- ADDITIONS Investment income (loss) Net change in unrealized appreciation/ depreciation of investments $0 $0 $0 $0 $0 $0 $0 Dividend and interest income 2,651 297 877 571 338 369 199 Gain (Loss) on sale of investments (5,784) (3,262) (183) 0 0 (143) (2,196) Transfers from other funds 39 39 0 0 0 0 0 Contributions The Standard Products Company 1,244 0 0 0 0 0 1,244 Plan participants 9,332 2,257 2,340 1,505 2,335 895 0 ------- ------- ------- ------- ------- ------- ----------------- Total Additions 7,482 (669) 3,034 2,076 2,673 1,121 (753) DEDUCTIONS Participants' withdrawals (96,927) (18,398) (23,136) (14,572) (18,584) (10,395) (11,842) Transfers to other funds (39) 0 0 (39) 0 0 0 ------- ------- ------- ------- ------- ------- ----------------- NET CHANGE (89,484) (19,067) (20,102) (12,535) (15,911) (9,274) (12,595) Plan Equity - Beginning of Year 89,484 19,067 20,102 12,535 15,911 9,274 12,595 ------- ------- ------- ------- ------- ------- ----------------- Plan Equity - End of Year $0 $0 $0 $0 $0 $0 $0 ======= ======= ======= ======= ======= ======= ================= The accompanying Notes to Financial Statements are an integral part of this statement.
39 THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN (PORT CLINTON DIVISION), U.A.W. LOCAL 497, PORT CLINTON, OHIO NOTES TO FINANCIAL STATEMENTS JUNE 30, 1994 (1) SUMMARY OF PLAN: GENERAL -- The Standard Products Company Collectively Bargained Savings and Retirement Plan, (Port Clinton Division), U.A.W. Local 497, Port Clinton, Ohio (the Plan) was established effective April 1, 1992 to encourage employees to adopt a regular savings program and to provide additional funds at retirement. This Plan is governed by The Standard Products Company Collectively Bargained Savings and Retirement Basic Plan Document which established the fundamental mechanics of the 401K plan and its administration. The provisions of the basic plan document call for the ability to adopt the basic plan at any of the Company's plants whose employees are represented by a collectively bargained labor agreement. All employees represented by a collective bargaining agreement and were employees under the Plan as of the Plan's effective date, are eligible to participate in the Plan. An employee who became an employee after the Plan's effective date, shall be eligible to participate in the Plan following the completion of one year of service as defined in the collective bargaining agreement. CONTRIBUTIONS -- Each eligible employee may elect to have the Company make contributions to the trust established in conjunction with the Plan at a rate of not less than one percent nor greater than ten percent of compensation, as defined (Deductible Participant Contribution). The Company has determined that its Employer Matched Contributions currently will be twenty percent of each depositing participant's compensation contributed to the trust which do not exceed five percent of Credited Compensation. VESTING -- The participants' interest in their Deductible Participant Contribution Accounts and the Employer Matching Contributions shall be fully vested at all times. ADMINISTRATION -- The Company is the Plan Administrator under this Plan within the meaning of the Employee Retirement Income Security Act of 1974 (ERISA), as amended from time to time, and shall supervise and control the operation of this Plan in accordance with its terms and may make rules and regulations for the administration of this Plan which are not inconsistent with the terms and provisions of the Plan agreement. The Plan has an agreement with The Delaware Guarantee & Trust Company (the Trustee) to act as Trustee of the Plan's assets. The Trustee maintains all records of investment transactions and determines the valuation of the investment portfolio. Information with respect to investments held at their market values, dividend and interest income, gain or loss on sale of investments and net change in unrealized appreciation (depreciation) of investments has been reported by the Trustee as being complete and accurate. 40 -2- PARTICIPANTS' ACCOUNTS -- Individual accounts are maintained for each participant in the Plan. Accounts are credited with contributions and earnings, and reduced by losses and distributions, as defined in the Plan. Participants direct their Participant Elected Contributions into any of the permitted investment funds in increments of 10%. Each participant has a non-forfeitable right to the accrued benefits in his accounts derived from any Company or employee contributions. Each participant receives a detailed statement of his account once each year. DISSOLUTION OF PLAN -- During the Plan's fiscal 1994 year, The Standard Products Company's management and the Port Clinton Division's Union Representative voted to dissolve the Plan. As part of the dissolution, the Company liquidated all existing plan assets to pay benefits to plan participants, in accordance with plan provisions. The Company has received a favorable determination from the Internal Revenue Service in regards to the dissolution. As such, the Company will no longer be making contributions to the Plan. (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 financial position reflect the Plan's investments at their fair market values as of June 30, 1994. The unrealized change in the valuation of investments is included in the determination of plan equity at the end of the period. A summary of the Plan's investments at June 30, 1994, is presented in Schedule I. The Plan invests in publicly traded securities of The Standard Products Company, the Plan sponsor. A summary of party-in-interest transactions for the year ended June 30, 1994, is presented in Schedule III. ADMINISTRATIVE EXPENSES -- The Company absorbs the cost of administrative expenses. (3) INVESTMENT FUNDS: The trust fund under the Plan consists of five investment funds, as follows: COMPANY COMMON STOCK FUND -- This fund invests in Common Shares of The Standard Products Company. EQUITY FUND -- This fund invests in the Vanguard Windsor II Fund. VARIABLE INCOME FUND -- This fund invests in the Vanguard Variable Rate GIC Trust. SHORT TERM INVESTMENT FUND -- This fund invests in the Vanguard Money Market Reserves - Prime Portfolio. 41 -3- BALANCED FUND -- This fund invests in the Vanguard STAR Fund, which consists of investments in common stocks and fixed income investments. The earnings of each investment fund and the proceeds of a sale of any asset of any investment fund are reinvested in the same fund. Pending investment or reinvestment, any monies received by the trustee from investments or as Company or employee contributions, may be held temporarily in any manner the trustee determines. (4) 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. A qualified plan is entitled to an exemption from taxes under the provisions of the Internal Revenue Code. In the opinion of the Plan's management, the Plan is currently operating in accordance with the provisions of the Internal Revenue Code. Accordingly, no provision for federal income taxes has been made in the accompanying financial statements. Annually, informational tax returns are prepared and filed with the Internal Revenue Service. In general, as long as the Plan is qualified, a participant's compensation for federal income tax purposes does not include the amount of any permissible Participant Elected Contributions or Company contributions to the Plan. Similarly, a participant is not taxed on investment gains, nor does a participant derive any tax advantage from investment losses with respect to funds in his accounts held under the trust. Amounts distributed from the trust are in general, taxable subject to Internal Revenue Service Rules and Regulations. 42 SCHEDULE I THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN (PORT CLINTON DIVISION), U.A.W. LOCAL 497, PORT CLINTON, OHIO SCHEDULE OF INVESTMENTS AS OF JUNE 30, 1994
Shares Description Cost Market - ------ ------------------------------- -------- -------- 0 The Standard Products Common Share Fund $ 0 $ 0 0 Vanguard Windsor II Fund 0 0 0 Vanguard Variable Rate GIC Trust 0 0 0 Vanguard Money Market Reserves - Prime Portfolio 0 0 0 Vanguard STAR Fund 0 0 -------- -------- $ 0 $ 0 ======== ========
The accompanying Notes to Financial Statements are an integral part of this schedule. 43 SCHEDULE II THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN (PORT CLINTON DIVISION), U.A.W. LOCAL 497, PORT CLINTON, OHIO SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE PERIOD JULY 1, 1993 THROUGH JUNE 30, 1994 During the period from July 1, 1993 through June 30, 1994, the Plan had the following "reportable transactions", as defined, involving an amount in excess of 5% of the plan equity available at the beginning of the fiscal year.
Purchase/ Sale Gain/ Units Description Proceeds Cost (Loss) - ------ ----------------------------- -------- --------- -------- Vanguard Windsor II Fund 190 - Purchased $ 3,218 $ -- $ -- 1,379 - Sold 23,136 23,319 (183) Vanguard Variable Rate GIC Trust 2,075 - Purchased 2,075 -- -- 14,610 - Sold 14,610 14,610 -- Vanguard Money Market Reserves - Prime Portfolio 2,674 - Purchased 2,674 -- -- 18,585 - Sold 18,585 -- -- Vanguard STAR Fund 94 - Purchased 1,264 -- -- 786 - Sold 10,395 10,538 (143) The Standard Products Common Share Fund 117 - Purchased 4,037 -- -- 1,015 - Sold 30,240 35,555 (5,315)
The accompanying Notes to Financial Statements are an integral part of this schedule. 44 SCHEDULE III THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN (PORT CLINTON DIVISION), U.A.W. LOCAL 497, PORT CLINTON, OHIO SCHEDULE OF PARTY-IN-INTEREST TRANSACTIONS FOR THE YEAR ENDED JUNE 30, 1994
Current Identity of Number of Market Value Party Relationship Description Units Number of Realized of Assets Involved to the Plan of Asset Purchased Cost Units Sold Proceeds Gain (Loss) Held - ------------ ------------- ------------- ----------- --------- ----------- -------- ----------- ------------- The Standard Plan Sponsor The Standard 117 $4,037 1,015 $30,240 $(5,315) $ 0 Products Products Company Common Share Fund
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