-----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, Ut5Mlar4W7JLiLEY2h00hbMXvtW3vKASCqH9l5udbHCrgbIt8nLU2s7m95mI/9id G57zIN98MP7E581KXjnTbA== 0000950152-99-008426.txt : 19991025 0000950152-99-008426.hdr.sgml : 19991025 ACCESSION NUMBER: 0000950152-99-008426 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991019 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991022 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: 8-K SEC ACT: SEC FILE NUMBER: 001-02917 FILM NUMBER: 99732653 BUSINESS ADDRESS: STREET 1: 2401 S GULLEY ROAD CITY: DEARBORN STATE: MI ZIP: 48124 BUSINESS PHONE: 3135611100 MAIL ADDRESS: STREET 1: 2401 S GULLEY RD CITY: DEARBORN STATE: MI ZIP: 48124 8-K 1 THE STANDARD PRODUCTS COMPANY FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 19, 1999 ------------------------------ THE STANDARD PRODUCTS COMPANY - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Ohio 1-2917 34-0549970 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) 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 ---------------------------- Not applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 ITEM 5. OTHER EVENTS. On October 19, 1999 The Standard Products Company ("Standard") issued a press release announcing its results for its first fiscal quarter, which ended September 30, 1999. On October 21, 1999, Cooper Tire & Rubber Company ("Cooper") and Standard issued a press release that contains certain information related to the determination of the exchange ratio for shares of Standard that may be converted into shares of Cooper under the terms of the merger agreement by and among Cooper, CTB Acquisition Company, a wholly-owned subsidiary of Cooper, and Standard. These press releases are filed as Exhibits 99a and 99b to this Current Report on Form 8-K and are incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits 99a Press Release dated October 19, 1999 99b Press Release dated October 21, 1999 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE STANDARD PRODUCTS COMPANY Date: October 21, 1999 By: /s/ Ronald L. Roudebush Name: Ronald L. Roudebush Title: Vice Chairman of the Board and Chief Executive Officer EX-99.A 2 EXHIBIT 99A 1 EXHIBIT 99a FOR IMMEDIATE RELEASE CONTACT: Donald R. Sheley, Jr. The Standard Products Co. (313) 791-2336 or Patrick Gallagher Edward Howard & Co. (216) 781-2400 STANDARD PRODUCTS REPORTS FISCAL 2000 FIRST QUARTER RESULTS - ----------------------------------------------------------- DEARBORN, Michigan, October 19, 1999 - The Standard Products Co. (NYSE:SPD) today announced results for its fiscal 2000 first quarter, ended September 30, 1999. The Company generated net income of $5.8 million, or $0.35 diluted earnings per share of common stock, prior to recording a charge related to the previously announced reorganization of its European network of manufacturing facilities. After including a pre-tax charge of $23.5 million, or $0.95 diluted earnings per share, the Company incurred a net loss for the quarter of $9.6 million, or $0.60 diluted earnings per share, on sales of $264.4 million. This compares with net income of $0.4 million, or $0.03 diluted earnings per share, on sales of $231.8 million in the first quarter a year ago. First quarter sales for the Company's Engineered Rubber Products segment totaled $180.1 million, a 17.9 percent increase from fiscal 1999 first quarter sales of $152.7 million. In North America, volumes were particularly strong on General Motors' truck platforms and Ford's Windstar and Crown Victoria, while in Europe both Jaguar and Rover volumes were up over last year. The Engineered Plastics Products segment had first quarter sales of $48.1 million, a 4.8 percent increase from the same period in fiscal 1999. This increase was due to the acquisition of OEM/Miller in August 1998, as well as increased volumes in the automotive industry. (more) 2 2 First quarter sales in the Company's Tread Rubber segment were up 15.1 percent over the prior year, from $38.1 million to $43.9 million. This increase was driven primarily by increased precure product sales across all customer groups. "Sales volumes were at near-record levels for any first quarter in the Company's history. Excluding the nonrecurring charge, these volumes, coupled with our ongoing Low Cost Producer initiatives, also enabled us to realize near-record first quarter results," said Ronald L. Roudebush, vice chairman and chief executive officer. "Each of our business segments participated in the strong volumes and improved results," he added. Mr. Roudebush also stated that the proposed merger with Cooper Tire & Rubber Company is proceeding toward a scheduled closing on October 27, 1999. Certain statements in this press release, especially those concerning the Company's future earnings, constitute "forward-looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995. The achievement of the projections and estimates set forth is subject to certain general risks and uncertainties, including economic and industry conditions that affect all international businesses and the various factors contained in the reports filed by the Company with the Securities and Exchange Commission. Standard Products produces highly engineered polymer-based products and systems on a global basis for the automotive, appliance and construction industries. More information may be found on the Internet at http://www.standardproducts.com. - -------------------------------- (table follows) 3 THE STANDARD PRODUCTS COMPANY Consolidated Earnings Summary (Unaudited) (000 omitted)
THREE MONTHS ------------ PERIODS ENDED SEPTEMBER 30, 1999 1998 - --------------------------- ---- ---- Net sales $ 264,399 $ 231,815 Costs and expenses: Cost of goods sold 230,167 209,428 Selling, general and administrative expenses 22,749 18,173 Nonrecurring charge 23,512 - Interest expense 3,562 2,973 Other (income) expense, net 194 563 ------------- ------------- Income before taxes on income $ (15,785) $ 678 Provision for taxes on income (6,138) 244 ------------- ------------- Net income $ (9,647) $ 434 ============= ============= Per common share: Basic $ (0.60) $ 0.03 ============= ============= Diluted $ (0.60) $ 0.03 ============= ============= Dividends $ 0.18 $ 0.17 ============= ============= Average shares outstanding: Basic 16,065 16,698 ============= ============= Diluted 16,240 16,747 ============= =============
EX-99.B 3 EXHIBIT 99B 1 EXHIBIT 99b FOR IMMEDIATE RELEASE CONTACT: Philip G. Weaver Cooper Tire & Rubber Company (419) 424-4320 or Donald R. Sheley, Jr. The Standard Products Co. (313) 791-2336 COOPER TIRE & RUBBER AND STANDARD PRODUCTS ANNOUNCE EXCHANGE RATIO FOR COOPER'S ACQUISITION OF STANDARD FINDLAY, OHIO/DEARBORN, MICHIGAN, OCTOBER 22, 1999 - Cooper Tire & Rubber Company (NYSE: CTB) and The Standard Products Company (NYSE: SPD) today jointly announced the exchange ratio for Cooper's acquisition of Standard Products. Under the merger agreement, if the acquisition closes as scheduled on Wednesday, October 27, 1999, and if the average of the high and low sale price per share of Cooper stock on the New York Stock Exchange on the closing date is equal to or greater than $18.00, each Standard Products common share converted into the right to receive Cooper stock will receive 1.825 shares of Cooper stock. However, if the average price per share of Cooper common stock on the closing date is less than $18.00, the exchange ratio will not apply. In that event, each Standard common share will be converted into the right to receive $36.50 in cash. Consummation of the acquisition of Standard by Cooper is subject to approval by Standard's shareholders and certain other conditions. Standard will hold a special meeting of its shareholders to vote on the acquisition at 9:00 a.m. (Eastern Time) on October 26, 1999, at Standard's Reid Division offices located at 2130 West 110th Street, Cleveland, Ohio 44102. The conditions to the closing and other matters related to the merger are described in the proxy statement-prospectus dated September 15, 1999 that was filed with the United States Securities and Exchange Commission and mailed to Standard's shareholders on or about that date. (more) 2 This release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 regarding expectations for future financial performance, including with respect to the proposed merger, which involve uncertainty and risk. It is possible the Company's future financial performance and the results of the proposed merger may differ from expectations due to a variety of factors including, but not limited to: changes in economic and business conditions in the world, increased competitive activity, achieving sales levels to fulfill revenue expectations, consolidation among its competitors and customers, technology advancements, unexpected costs and charges, fluctuations in raw material and energy prices, changes in interest and foreign exchange rates, regulatory and other approvals, the cyclical nature of the automotive industry, risks associated with integrating the operations of Standard Products and the failure to achieve synergies or savings anticipated in the merger, failure to satisfy the closing conditions of the pending merger and the failure to complete the merger, and other unanticipated events and conditions. It is also possible that the proposed merger may not close on October 27, 1999, or may not close at all. Neither Cooper nor Standard makes any commitment to update any forward-looking statement included herein. This release is neither an offer to sell nor a solicitation of an offer to buy Cooper Tire & Rubber Company securities, nor a solicitation of a proxy. Any such offer or solicitation will only be made in compliance with applicable securities laws. # # # -----END PRIVACY-ENHANCED MESSAGE-----