SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
AMENDMENT 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended January 2, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-4347
Exact name of Registrant as specified in its charter:
ROGERS CORPORATION
State or other jurisdiction of I.R.S. Employer
incorporation or organization: Identification No.:
Massachusetts 06-0513860
Address of principal executive offices:
One Technology Drive
Rogers, Connecticut 06263
Registrant's telephone number, including area code:
(203) 774-9605
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Capital Stock, American Stock Exchange
$1 Par Value Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the Registrant (1) has filed all reports
required to befiled by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of February 1, 1994:
Capital Stock, $1 Par Value--$91,708,790
The number of shares outstanding of the Registrant's classes of capital
stock as of February 1, 1994:
Capital Stock, $1 Par Value--3,227,126 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's annual report to shareholders for the fiscal
year ended January 2, 1994 are incorporated by reference into Parts I and II.
Portions of the proxy statement for the Registrant's 1994 annual meeting of
shareholders to be held April 28, 1994, are incorporated by reference into
Part III.
<PAGE>
FORM 10-K--ITEM
EXHIBIT INDEX
ROGERS CORPORATION AND CONSOLIDATED SUBSIDIARIES
The following exhibits to the consolidated financial statements of Rogers
Corporation and subsidiaries are included in Item 14(c):
Page
---------
Exhibit 3a - Restated Articles of Organization filed with the
Secretary of the Commonwealth of Massachusetts on
April 6, 1966. (Exhibit 3a) <F6>
Exhibit 3b - Articles of Amendment filed with the Secretary of the
Commonwealth of Massachusetts on August 10, 1966.
(Exhibit 3b) <F6>
Exhibit 3c - Articles of Merger of Parent and Subsidiary Corporations
filed with the Secretary of the Commonwealth of
Massachusetts on December 31, 1975. (Exhibit 3c) <F6>
Exhibit 3d - Articles of Amendment filed with the Secretary of the
Commonwealth of Massachusetts on March 29, 1979.
(Exhibit 3d) <F6>
Exhibit 3e - Articles of Amendment filed with the Secretary of the
Commonwealth of Massachusetts on March 29, 1979.
(Exhibit 3e) <F6>
Exhibit 3f - Articles of Amendment filed with the Secretary of the
Commonwealth of Massachusetts on April 2, 1982.
(Exhibit 3f) <F6>
Exhibit 3g - Articles of Merger of Parent and Subsidiary Corporations
filed with the Secretary of the Commonwealth of
Massachusetts on December 31, 1984. (Exhibit 3g) <F6>
Exhibit 3h - Articles of Amendment filed with the Secretary of the
Commonwealth of Massachusetts on March 31, 1988.
(Exhibit 3h) <F6>
Exhibit 3i - By-Laws of the Company as amended on March 28, 1991 and
September 10, 1991. <F8>
Exhibit 4a - Long-Term Debt Instruments - includes Agreement to
furnish to the Securities and Exchange Commission a
copy of any instrument defining the rights of holders
of long-term debt of the Company and all of its
subsidiaries. F-7
Exhibit 4b - Shareholders' Rights Plan adopted on March 20, 1987.
(Exhibit 4b) <F3>
Exhibit 10a - Rogers Corporation Incentive Stock Option Plan (1979,
as amended July 9, 1987). (Exhibit 10c) <F4>
Exhibit 10b - Description of the Company's Life Insurance Program.
(Exhibit K) <F1>
Exhibit 10c - Rogers Corporation Annual Incentive Compensation Plan
(1988, as amended February 24, 1994). F-11
Exhibit 10d - Rogers Corporation Stock Option Plan (1988, as
amended December 17, 1988). (Exhibit 10d) <F5>
Exhibit 10e - Rogers Corporation Stock Option Plan (1990).
(Exhibit 10e) <F7>
Exhibit 10f - Rogers Corporation Deferred Compensation Plan (1983).
(Exhibit O) <F2>
Exhibit 10g - Rogers Corporation Deferred Compensation Plan (1986).
(Exhibit 10e) <F4>
Exhibit 11 - Statement Re: Computation of Per Share Earnings. F-8
Exhibit 13 - Rogers Corporation 1993 Annual Report to Shareholders F-18
Exhibit 22 - Subsidiaries of the Registrant. F-9
Exhibit 23 - Consent of Independent Auditors. F-10
Exhibit 29a - Rogers Inoac Corporation Audited Financial Statements. F-62
Exhibit 29b - Smartflex Systems 1992 and 1991 Financial Statements. <F9>
Exhibit 29c - Rogers Corporation Form 11-K (RESIP I) F-77
Exhibit 29d - Rogers Corporation Form 11-K (RESIP II) F-93
Exhibit 29e - Rogers Corporation Form 11-K (RESIP III) F-110
[FN]
<F1>Incorporated by reference to the indicated Exhibit to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 28, 1980
(File No. 1-4347).
<F2>Incorporated by reference to the indicated Exhibit to the Registrant's
Annual Report on Form 10-K for the fiscal year ended January 1, 1984
(File No. 1-4347).
<F3>Incorporated by reference to Report on Form 8-K dated March 20, 1987
(File No. 1-4347).
<F4>Incorporated by reference to the indicated Exhibit to the Registrant's
Annual Report on Form 10-K for the fiscal year ended January 3, 1988
(File No. 1-4347).
<F5>Incorporated by reference to the indicated Exhibit to the Registrant's
Annual Report on Form 10-K for the fiscal year ended January 1, 1989
(File No. 1-4347).
<F6>Incorporated by reference to the indicated Exhibit to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1989
(File No. 1-4347).
<F7>Incorporated by reference to the indicated Exhibit to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 30, 1990
(File No. 1-4347).
<F8>Incorporated by reference to the indicated Exhibit to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1991
(File No. 1-4347).
<F9>Incorporated by reference to the indicated Exhibit to the Registrant's
Annual Report on Form 10-K for the fiscal year ended January 3, 1993
(File No. 1-4347).
F-6
<PAGE>
F-77
Exhibit 28c
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1993
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN I
(Full title of the plan)
ROGERS CORPORATION
(Name of issuer of the securities held pursuant to the plan)
One Technology Drive
Rogers, Connecticut 06263
(address of principal executive offices)
<PAGE>
F-78
Audited Financial Statements
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN I
December 31, 1993
Report of Ernst & Young, Independent Auditors.............................1
Statements of Net Assets Available for Plan Benefits......................2
Statements of Changes in Net Assets Available for Plan Benefits...........4
Notes to Financial Statements.............................................6
Schedule of Assets Held for Investment Purposes..........................11
Schedule of Reportable Transactions......................................12
Consent of Independent Auditors..........................................14
<PAGE>
F-79
REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS
Rogers Employee Savings and
Investment Plan Committee
Rogers Employee Savings
and Investment Plan I
Rogers Corporation
We have audited the accompanying statements of net assets available for plan
benefits of Rogers Employee Savings and Investment Plan I as of December 31,
1993 and 1992, and the related statements of changes in net assets available
for plan benefits for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan
at December 31, 1993 and 1992, and the changes in its net assets available
for plan benefits for the years then ended, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of
assets held for investment purposes as of December 31, 1993 and reportable
transactions for the year then ended, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the financial statements. The supplemental schedules
have been subjected to the auditing procedures applied in our audit of the
1993 financial statements and, in our opinion, are fairly stated in all
material respects in relation to the 1993 financial statements taken as a
whole.
Providence, Rhode Island
June 23, 1994
ERNST & YOUNG
-1-
<PAGE>
F-80
<TABLE>
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN I
<CAPTION>
December 31, 1993
-----------------------------------------------------------
Fixed Rogers
Equity Income Stock Loan Combined
Fund Fund Fund Fund Funds
----------- ----------- ----------- --------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments--Note C:
Capital stock of
Rogers Corporation $1,398,236 $1,398,236
Fidelity Equity-Income Fund $4,189,987 4,189,987
Shawmut Bank Prime Money
Market Fund 3,382 $ 8,047 832 12,261
New York Life Insurance
Company Group Annuity
Contract with interest
guarantee 2,012,260 2,012,260
Prudential Life Insurance
Company Group Annuity
Contract with interest
guarantee 4,160,151 4,160,151
Principal Mutual Life
Insurance Company Group
Annuity Contract with
interest guarantee 1,920,287 1,920,287
----------- ----------- ----------- ------------
Total investments 4,193,369 8,100,745 1,399,068 13,693,182
Accounts receivable--loans
to participants $553,288 553,288
Accrued income 25,393 14 25,407
----------- ----------- ----------- --------- ------------
TOTAL ASSETS 4,193,369 8,126,138 1,399,082 553,288 14,271,877
LIABILITIES
Withdrawals payable to
participants 102,769 61,793 3,126 167,688
----------- ----------- ----------- --------- ------------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $4,090,600 $8,064,345 $1,395,956 $553,288 $14,104,189
=========== =========== =========== ========= ============
</TABLE>
See notes to financial statements.
-2-
<PAGE>
F-81
<TABLE>
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN I
<CAPTION>
December 31, 1992
--------------------------------------------------------
Fixed Rogers
Equity Income Stock Loan Combined
Fund Fund Fund Fund Funds
----------- ----------- --------- --------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments--Note C:
Capital stock of
Rogers Corporation $769,076 $ 769,076
Fidelity Equity-Income Fund $2,840,692 2,840,692
Shawmut Bank Prime Money
Market Fund 1,634 $3,427,473 364 3,429,471
Provident National
Assurance Company Group
Annuity Contract with
interest guarantee 3,325,067 3,325,067
New York Life Insurance
Company Group Annuity
Contract with interest
guarantee 2,532,169 2,532,169
----------- ----------- --------- ------------
Total investments 2,842,326 9,284,709 769,440 12,896,475
Accounts receivable--loans
to participants $685,576 685,576
Accrued income 35,967 1 35,968
Contribution receivable 8,162 8,162
----------- ----------- --------- --------- ------------
TOTAL ASSETS 2,842,326 9,320,676 777,603 685,576 13,626,181
LIABILITIES
Withdrawals payable to
participants 8,401 160,444 1,634 170,479
----------- ----------- --------- --------- ------------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $2,833,925 $9,160,232 $775,969 $685,576 $13,455,702
=========== =========== ========= ========= ============
</TABLE>
See notes to financial statements.
-3-
<PAGE>
F-82
<TABLE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN I
<CAPTION>
Year Ended December 31, 1993
-----------------------------------------------------------
Fixed Rogers
Equity Income Stock Loan Combined
Fund Fund Fund Fund Funds
----------- ----------- ----------- --------- ------------
<S> <C> <C> <C> <C> <C>
ADDITIONS
Investment income:
Interest $ 388 $ 581,495 $40,903 $ 622,786
Dividends--other 131,246 131,246
Capital gains 14,413 14,413
----------- ----------- --------- ------------
146,047 581,495 40,903 768,445
Contributions:
Employees 541,359 727,895 $109,001 1,378,255
Rogers Corporation 33,002 49,140 8,122 90,264
----------- ----------- ----------- ------------
574,361 777,035 117,123 1,468,519
Interfund transfers 734,827 (674,864) (61,920) 1,957
Interplan transfers 245 9,330 688 4,465 14,728
----------- ----------- ----------- --------- ------------
1,455,480 692,996 55,891 47,325 2,251,692
DEDUCTIONS
Withdrawals and forfeitures 716,175 1,788,883 171,500 179,613 2,856,171
----------- ----------- ----------- --------- ------------
739,305 (1,095,887) (115,609) (132,288) (604,479)
----------- ----------- ----------- --------- ------------
Net realized and unrealized
appreciation
in fair value of invest-
ments--Note C 517,370 735,596 1,252,966
----------- ----------- ----------- --------- ------------
NET INCREASES 1,256,675 (1,095,887) 619,987 (132,288) 648,487
Net assets available
for plan benefits at
beginning of year 2,833,925 9,160,232 775,969 685,576 13,455,702
----------- ----------- ----------- --------- ------------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS AT
END OF YEAR $4,090,600 $8,064,345 $1,395,956 $553,288 $14,104,189
=========== =========== =========== ========= ============
</TABLE>
See notes to financial statements.
-4-
<PAGE>
F-83
<TABLE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN I
<CAPTION>
Year Ended December 31, 1992
--------------------------------------------------------
Fixed Rogers
Equity Income Stock Loan Combined
Fund Fund Fund Fund Funds
----------- ----------- --------- --------- ------------
<S> <C> <C> <C> <C> <C>
ADDITIONS
Investment income:
Interest $ 497 $ 702,629 $53,689 $ 756,815
Dividends on capital
stock of Rogers
Corporation $ 1,374 1,374
Dividends--other 90,203 90,203
----------- ----------- --------- --------- ------------
90,700 702,629 1,374 53,689 848,392
Contributions:
Employees 412,729 990,773 121,353 1,524,855
Rogers Corporation 26,313 64,600 8,265 99,178
----------- ----------- --------- ------------
439,042 1,055,373 129,618 1,624,033
Interfund transfers 524,441 (595,216) 92,528 (21,753)
----------- ----------- --------- --------- ------------
1,054,183 1,162,786 223,520 31,936 2,472,425
DEDUCTIONS
Withdrawals and forfeitures 207,151 1,001,826 93,721 89,152 1,391,850
----------- ----------- --------- --------- ------------
847,032 160,960 129,799 (57,216) 1,080,575
----------- ----------- --------- --------- ------------
Net realized and unrealized
appreciation
in fair value of invest-
ments--Note C 218,650 (92,008) 126,642
----------- ----------- --------- --------- ------------
NET INCREASES 1,065,682 160,960 37,791 (57,216) 1,207,217
Net assets available
for plan benefits at
beginning of year 1,768,243 8,999,272 738,178 742,792 12,248,485
----------- ----------- --------- --------- ------------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS AT
END OF YEAR $2,833,925 $9,160,232 $775,969 $685,576 $13,455,702
=========== =========== ========= ========= ============
</TABLE>
See notes to financial statements.
-5-
<PAGE>
F-84
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN I
December 31, 1993
NOTE A--SIGNIFICANT ACCOUNTING POLICIES
The accounts of the Plan are reported on the accrual basis.
Valuation of Investments: Securities traded on a national securities
exchange are valued at the last reported sales price on the last business day
of the plan year. The investments in the Fidelity Equity-Income Fund and the
Shawmut Bank Prime Money Market Fund are valued at the year-end market value
of each participation unit held, which is based upon the market value of the
underlying assets in each fund.
The investments in the group annuity contracts, which consist primarily of
guaranteed investment contracts, are valued at contract value as estimated by
the insurance companies. Contract value represents contributions made under
the contract plus interest at the contract rate, less funds used to pay
termination benefits, in-service withdrawals, and to pay for the insurance
company's administrative expenses.
Interplan transfers represent amounts received from Rogers Employee Savings
and Investment Plan II (RESIP II) due to certain hourly employees becoming
salaried employees.
All costs and expenses incurred in connection with the operation of the Plan
have been borne by Rogers Corporation (the Company).
Shawmut Bank is the trustee of the Plan.
NOTE B--DESCRIPTION OF THE PLAN
The Rogers Employee Savings and Investment Plan I (RESIP) is a contributory
defined contribution plan covering all salaried employees of the Company
employed in the United States or of United States citizenship who have
completed at least one year of continuous service. It is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Participants may contribute up to the lesser of $8,994 ($8,728 in 1992), 18%
of their annual compensation, or highly compensated limitations mandated by
non-discrimination testing. Contributions are allocated in multiples of 10%
to any combination of three available investment options:
A. Equity Fund, which is primarily invested in a mutual fund.
B. Fixed Income Fund, which is primarily invested in group annuity
contracts consisting of guaranteed investments contract with various
insurance companies.
C. Rogers Stock Fund, which is primarily invested in the capital stock of
Rogers Corporation.
-6-
<PAGE>
F-85
NOTES TO FINANCIAL STATEMENTS--CONTINUED
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN I
NOTE B--DESCRIPTION OF THE PLAN--CONTINUED
The Company may contribute any factor from 0% to 50% of each participant's
contribution up to the first 4% of each participant's annual compensation.
The factor the Company contributed was 12.5% in 1993 and 1992.
The Plan also contains provisions for a Loan Fund under which participants
can borrow, within certain constraints, from their Plan account balance. All
loans require approval by the RESIP Committee. Loans made in 1993 and 1992
amounted to $373,558 and $398,269, respectively. Payroll deductions are
required to repay the loans generally over a period of one to five years, as
elected by the participant, with interest at a rate determined by the RESIP
Committee.
Each participant's account reflects the individual's contribution, the
Company's contribution and an allocation of Plan earnings. Total earnings by
fund are allocated quarterly to individual accounts based on a ratio, the
numerator of which is a participant's beginning fund balance less the
participant's withdrawals plus 1/3 of the participant's contributions
(employee's and employer's) and the participant's loan repayments to the fund
for that quarter and the denominator of which is the sum of all participants'
beginning fund balances less all withdrawals plus 1/3 of all participants'
contributions (employees' and employer's) and all participants' loan
repayments to that fund for that quarter.
Participants are immediately 100% vested in their contributions and to the
extent a participant is not eligible for retirement he or she is vested as to
the Company's contributions at 25% after two years of continuous service,
increased by 25% for each additional year of continuous service. Upon early
retirement, normal retirement, total disability, as defined by the Plan, or
death, a participant is 100% vested as to the Company's contributions. Any
participant who is terminated and not reemployed with the Company within one
year of termination forfeits his or her interest in the nonvested portion of
the Company contribution. If reemployed within one year, the participant
will recover his or her rights in this nonvested portion.
-7-
<PAGE>
F-86
NOTES TO FINANCIAL STATEMENTS--CONTINUED
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN I
NOTE B--DESCRIPTION OF THE PLAN--CONTINUED
A participant's tax-deferred contributions cannot be withdrawn prior to age
59-1/2 except for an immediate financial hardship, as defined by the Plan.
A participant may borrow against vested balances, subject to Plan
limitations. Company contributions can be drawn upon after five years in the
Plan and a participant can withdraw funds for any reason upon reaching age
59-1/2. Upon early retirement, normal retirement, total disability, as
defined by the Plan, death, or any other termination of employment, a
participant may receive the value of the vested portion of his or her total
account as of the next quarterly valuation date offset by any outstanding
Plan loans.
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants would become 100% vested in their accounts.
NOTE C--INVESTMENTS
During 1993 and 1992 the Plan's investments (including investments bought,
sold, as well as held during the year) appreciated in fair value by
$1,252,966 and $126,642, as follows:
Net
Appreciation
(Depreciation) Fair Value
in Fair Value at End
During Year of Year
-------------- ----------
YEAR ENDED DECEMBER 31, 1993
Equity Fund:
Fidelity Equity-Income Fund $ 517,370 $4,189,987
Rogers Stock Fund:
Rogers Corporation capital stock 735,596 1,398,236
----------
$1,252,966
==========
YEAR ENDED DECEMBER 31, 1992
Equity Fund:
Fidelity Equity-Income Fund $ 218,650 $2,840,692
Rogers Stock Fund:
Rogers Corporation capital stock (92,008) 769,076
----------
$ 126,642
==========
The group annuity contracts mature at various dates subsequent to December
31, 1993. These contracts may be subject to certain penalties if
discontinued prior to their maturity date.
-8-
<PAGE>
F-87
NOTES TO FINANCIAL STATEMENTS--CONTINUED
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN I
NOTE C--INVESTMENTS--CONTINUED
The individual investments that represent 5% or more of the Plan's net assets
are as follows:
December 31
1993 1992
----------------------------
Insurance Contracts at contract value:
Provident National Assurance Company
Group Annuity Contract #027046 2702A,
8.50%, due December 31, 1993 $3,325,067
New York Life Insurance Company Group
Annuity Contract #GA06430, 6.30%, due
January 2, 1995 $2,012,260 2,532,169
Prudential Insurance Company Group
Annuity Contract #GA 7544-211, 5.630%,
due January 2, 1996 4,160,151
Principal Mutual Life Insurance Company
Group Annuity Contract #4-10396,
4.820%, due December 31, 1996 1,920,287
Investments at fair value:
Fidelity Equity-Income Fund
(123,817.012 units and 97,920.777
units) 4,189,987 2,840,692
Rogers Corporation capital stock
(53,521 and 54,934 shares) 1,398,236 769,076
Shawmut Bank Prime Money Market Fund
($3,429,471 face amount) 3,429,471
The cost of investments is as follows:
December 31
1993 1992
----------------------------
Provident National Assurance Company
Group Annuity Contracts with
interest guarantees $ 3,325,067
New York Life Insurance Company Group
Annuity Contract with interest
guarantee $ 2,012,260 2,532,169
Prudential Life Insurance Company
Group Annuity Contract with
interest guarantee 4,160,151
Principal Mutual Life Insurance
Company Group Annuity Contract
with interest guarantee 1,920,287
Fidelity Equity-Income Fund 3,536,314 2,625,504
Rogers Corporation capital stock 1,051,174 1,132,638
Shawmut Bank Prime Money Market Fund 12,261 3,429,471
----------- -----------
$12,692,447 $13,044,849
=========== ===========
-9-
<PAGE>
F-88
NOTES TO FINANCIAL STATEMENTS--CONTINUED
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN I
NOTE D--TRANSACTIONS WITH PARTIES-IN-INTEREST
During the years ended December 31, 1993 and 1992, the Plan entered into the
following transactions with parties-in-interest:
December 31
1993 1992
---------------------- ----------------------
Units/ Units/
Shares Amount Shares Amount
----------------------------------------------
Shawmut Bank Prime Money
Market Fund:
Purchases of face amount 5,088,317 $5,088,317 6,175,949 $6,175,949
Sales of face amount 8,505,527 8,505,527 4,788,258 4,788,258
Investment income 2,611 2,076
Rogers Corporation:
Purchases of capital stock 12,788 195,910 13,644 209,952
Distributions of capital
stock to participants 42 863 3,106 65,929
Sales of capital stock 14,159 276,511 753 16,109
Dividend income 1,374
NOTE E--PLAN AMENDMENT
During 1993, the Plan Sponsor disposed of its Flexible Interconnections
Division (the Division). Prior to this disposition, the Plan was amended to
provide participants who ceased participation in the Plan as a result of the
disposition to become 100% vested in their Company match as of the date of
the disposition of the Division. Also as a result of this disposition,
$1,497,000 was transferred from the Plan to a trust sponsored by the company
that acquired the Division.
NOTE F--INCOME TAX STATUS
The Internal Revenue Service has ruled that the Plan qualifies under Section
401(a) of the Internal Revenue Code (IRC) and is, therefore, not subject to
tax under present income tax law. Once qualified, the Plan is required to
operate in conformity with the IRC to maintain its qualification. The RESIP
Committee is not aware of any course of action or series of events that have
occurred that might adversely affect the Plan's qualified status.
-10-
<PAGE>
F-89
ASSETS HELD FOR INVESTMENT PURPOSES
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN I
December 31, 1993
Description of Invest-
ment Including Maturity
Identity of Issue Date, Rate of Interest, Current
or Borrower Par or Maturity Value Cost Value
- - -------------------------- ----------------------- ----------- -----------
Equity Fund
- - -----------------
Fidelity Equity-Income 123,817.012 units of
Fund participation $ 3,536,314 $ 4,189,987
Shawmut Bank Prime
Money Market Fund<F1> $3,382 face amount 3,382 3,382
----------- -----------
3,539,696 4,193,369
Fixed Income Fund
- - -----------------
Group Annuity Contracts
with interest
guarantees:
New York Life New York Life Insurance
Insurance Company Company Contract
#GA06430, 6.30%, due
January 2, 1995 2,012,260 2,012,260
Prudential Life Prudential Life Insurance
Insurance Company Company Contract
#GA 7544-211, 5.630%, due
January 2, 1996 4,160,151 4,160,151
Principal Mutual Principal Mutual Life
Life Insurance Insurance Company Contract
Company #4-10396, 4.820%, due
December 31, 1996 1,920,287 1,920,287
----------- -----------
8,092,698 8,092,698
Shawmut Bank Prime
Money Market Fund<F1> $8,047 face amount 8,047 8,047
----------- -----------
8,100,745 8,100,745
Rogers Stock Fund
- - -----------------
Capital Stock:
Rogers Corporation<F1> 53,521 shares 1,051,174 1,398,236
Shawmut Bank Prime
Money Market Fund<F1> $832 face amount 832 832
---------- ----------
1,052,006 1,399,068
Loan Fund
- - -----------------
Participant loans Participant loans,
interest from 6.5%
to 12.0% 553,288 553,288
----------- -----------
$13,245,735 $14,246,470
=========== ===========
[FN]
<F1>Indicates party-in-interest to the Plan.
-11-
<PAGE>
F-90
<TABLE>
SCHEDULE OF REPORTABLE TRANSACTIONS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN I
Year Ended December 31, 1993
<CAPTION>
Current Value
of Asset on
Identity of Purchase Selling Cost of Transaction Net
Party Involved Description of Assets Price Price Asset Date Gain
- - ---------------------------- --------------------------------------- ----------- ---------- ---------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Category (i)--A single transaction in excess of 5% of plan assets
- - -----------------------------------------------------------------
Shawmut Bank<F1> Shawmut Bank Prime Money Market
Fund:
$891,043 face amount $ 891,043 $ 891,043 $ 891,043
$891,043 face amount $ 891,043 891,043 891,043
$3,419,882 face amount 3,419,882 3,419,882 3,419,882
Provident National Assurance
Company Provident National Assurance Company
Contract #027046 2702A, 8.50%, due
December 31, 1993
$2,804,548 face amount 2,804,548 2,804,548 2,804,548
New York Life Insurance
Company Prudential Life Insurance Company
Contract #GA7544-221, 5.630%, due
January 2, 1996
$884,261 face amount 884,261 884,261 884,261
$3,419,882 face amount 3,419,882 3,419,882 3,419,882
Principal Mutual Life
Insurance Company Principal Mutual Life Insurance Company
Contract #GA 4-10396, 4.820%, due
December 31, 1996
$1,920,287 face amount 1,920,287 1,920,287 1,920,287
Category (iii)--A series of securities transactions in excess of 5% of plan assets
- - ------------------------------------------------------------------------------------
Shawmut Bank<F1> Shawmut Bank Prime Money Market
Fund:
Purchased $5,088,317 face amount in
138 transactions $ 5,088,317 $5,088,317 $5,088,317
Sold $8,505,527 face amount in
111 transactions $8,505,527 8,505,527 8,505,527
New York Life Insurance
Company New York Life Insurance Company
Contract #GA06430, 6.30%, due
January 2, 1995
Purchased $142,075 face amount
in 12 transactions 142,075 142,075 142,075
Sold $661,984 face amount
in 8 transactions 661,984 661,984 661,984
<FN>
<F1> Indicates party-in-interest to the Plan.
</TABLE>
-12-
<PAGE>
F-91
<TABLE>
SCHEDULE OF REPORTABLE TRANSACTIONS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN I
Year Ended December 31, 1993
<CAPTION>
Current Value
of Asset on
Identity of Purchase Selling Cost of Transaction Net
Party Involved Description of Assets Price Price Asset Date Gain
- - ---------------------------- --------------------------------------- ----------- ---------- ---------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Category (iii)--A series of securities transactions in excess of 5% of plan assets continued:
- - ----------------------------------------------------------------------------------------------
Provident National Assurance
Company Provident National Assurance Company
Contract #027046 2702A, 8.50%, due
December 31, 1993
Purchased $278,867 face amount
in 13 transactions 278,867 278,867 278,867
Sold $3,603,934 face amount
in 8 transactions 3,603,934 3,603,934 3,603,934
Prudential Life Insurance
Company Prudential Life Insurance Company
Contract #GA7544-221, 5.630%, due
January 2, 1996
Purchased $5,037,008 face amount
in 22 transactions 5,037,008 5,037,008 5,037,008
Sold $876,857 face amount
in 7 transactions 876,857 876,857 876,857
Fidelity Equity-Income Fund Fidelity Equity-Income Fund
Purchased 41,215.415 units in 16
transactions $ 1,334,642 $1,334,642 $1,334,642
Sold 15,319.180 units in 3
transactions $ 502,728 423,821 502,728 $78,907
There were no category (ii) or (iv) reportable transactions during 1993.
</TABLE>
-13-
<PAGE>
F-92
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration Statements (Form
S-8 Nos. 2-84992, 33-15119, 33-21121, 33-26177, 33-38219, 33-14347, 33-44087
and 33-53353) pertaining to employee benefit plans of Rogers Corporation and
in Registration Statement (Form S-3 No. 33-53369) pertaining to warrants of
Rogers Corporation of our report dated June 23, 1994, with respect to the
financial statements and schedules of the Rogers Employee Savings and
Investment Plan I included in this Annual Report (Form 11-K) for the year
ended December 31, 1993.
Providence, Rhode Island
June 23, 1994
ERNST & YOUNG
-14-
<PAGE>
F-93
Exhibit 28d
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1993
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN II
(Full title of the plan)
ROGERS CORPORATION
(Name of issuer of the securities held pursuant to the plan)
One Technology Drive
Rogers, Connecticut 06263
(address of principal executive offices)
<PAGE>
F-94
Audited Financial Statements
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN II
December 31, 1993
Report of Ernst & Young, Independent Auditors.............................1
Statements of Net Assets Available for Plan Benefits......................2
Statements of Changes in Net Assets Available for Plan Benefits...........4
Notes to Financial Statements.............................................6
Schedule of Assets Held for Investment Purposes..........................11
Schedule of Reportable Transactions......................................12
Consent of Independent Auditors..........................................15
<PAGE>
F-95
REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS
Rogers Employee Savings and
Investment Plan II Committee
Rogers Employee Savings
and Investment Plan II
Rogers Corporation
We have audited the accompanying statements of net assets available for plan
benefits of Rogers Employee Savings and Investment Plan II as of December 31,
1993 and 1992, and the related statements of changes in net assets available
for plan benefits for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan
at December 31, 1993 and 1992, and the changes in its net assets available
for plan benefits for the years then ended, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of
assets held for investment purposes as of December 31, 1993 and reportable
transactions for the year then ended, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the financial statements. The supplemental schedules
have been subjected to the auditing procedures applied in our audit of the
1993 financial statements and, in our opinion, are fairly stated in all
material respects in relation to the 1993 financial statements taken as a
whole.
Providence, Rhode Island
June 23, 1994
ERNST & YOUNG
-1-
<PAGE>
F-96
<TABLE>
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN II
<CAPTION>
December 31, 1993
--------------------------------------------------------
Fixed Rogers
Equity Income Stock Loan Combined
Fund Fund Fund Fund Funds
----------- ----------- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments--Note C:
Capital stock of
Rogers Corporation $21,945 $ 21,945
Fidelity Equity-Income Fund $177,379 177,379
Shawmut Bank Prime Money
Market Fund 689 $ 3,690 474 4,853
New York Life Insurance
Company Group Annuity
Contract with interest
guarantee 166,306 166,306
Prudential Life Insurance
Company Group Annuity
Contract with interest
guarantee 206,979 206,979
Principal Mutual Life
Insurance Company Group
Annuity Contract with
interest guarantee 152,148 152,148
----------- ----------- --------- -----------
Total investments 178,068 529,123 22,419 729,610
Accounts receivable--loans
to participants $117,596 117,596
Accrued income 1,474 1 1,475
Contribution receivable 0
----------- ----------- --------- --------- -----------
TOTAL ASSETS 178,068 530,597 22,420 117,596 848,681
LIABILITIES
Withdrawals payable to
participants 3,465 11,302 14,767
----------- ----------- --------- --------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $174,603 $519,295 $22,420 $117,596 $833,914
=========== =========== ========= ========= ===========
</TABLE>
See notes to financial statements.
-2-
<PAGE>
F-97
<TABLE>
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN II
<CAPTION>
December 31, 1992
-------------------------------------------------------
Fixed Rogers
Equity Income Stock Loan Combined
Fund Fund Fund Fund Funds
----------- ----------- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments--Note C:
Capital stock of
Rogers Corporation $23,884 $ 23,884
Fidelity Equity-Income Fund $243,407 243,407
Shawmut Bank Prime Money
Market Fund 616 $ 328,605 381 329,602
Provident National
Assurance Company Group
Annuity Contract with
interest guarantee 779,648 779,648
New York Life Insurance
Company Group Annuity
Contract with interest
guarantee 621,912 621,912
----------- ----------- --------- -----------
Total investments 244,023 1,730,165 24,265 1,998,453
Accounts receivable--loans
to participants $292,550 292,550
Accrued income 1 1
Contribution receivable 8,427 1,022 9,449
----------- ----------- --------- --------- -----------
TOTAL ASSETS 244,023 1,738,592 25,288 292,550 2,300,453
LIABILITIES
Withdrawals payable to
participants 11,010 129,844 1,975 142,829
----------- ----------- --------- --------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $233,013 $1,608,748 $23,313 $292,550 $2,157,624
=========== =========== ========= ========= ===========
</TABLE>
See notes to financial statements.
-3-
<PAGE>
F-98
<TABLE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN II
<CAPTION>
Year Ended December 31, 1993
--------------------------------------------------------
Fixed Rogers
Equity Income Stock Loan Combined
Fund Fund Fund Fund Funds
----------- ----------- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
ADDITIONS
Investment income:
Interest $ 73 $ 83,892 $ 12,012 $ 95,977
Dividends--other 7,954 7,954
Capital gains 602 602
----------- ----------- --------- -----------
8,629 83,892 12,012 104,533
Contributions:
Employees 46,122 143,502 $ 5,021 194,645
Rogers Corporation 3,566 11,655 448 15,669
----------- ----------- --------- -----------
49,688 155,157 5,469 210,314
Interfund transfers 48,258 (81,160) (980) 33,882
----------- ----------- --------- --------- -----------
106,575 157,889 4,489 45,894 314,847
DEDUCTIONS
Withdrawals and forfeitures 203,374 1,238,012 18,255 216,383 1,676,024
Interplan transfers 245 9,330 688 4,465 14,728
----------- ----------- --------- --------- -----------
203,619 1,247,342 18,943 220,848 1,690,752
----------- ----------- --------- --------- -----------
(97,044) (1,089,453) (14,454) (174,954) (1,375,905)
Net realized and unrealized
appreciation
in fair value of invest-
ments--Note C 38,634 13,561 52,195
----------- ----------- --------- --------- -----------
NET INCREASES (58,410) (1,089,453) (893) (174,954) (1,323,710)
Net assets available
for plan benefits at
beginning of year 233,013 1,608,748 23,313 292,550 2,157,624
----------- ----------- --------- --------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS AT
END OF YEAR $174,603 $ 519,295 $22,420 $ 117,596 $ 833,914
=========== =========== ========= ========= ===========
</TABLE>
See notes to financial statements.
-4-
<PAGE>
F-99
<TABLE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN II
<CAPTION>
Year Ended December 31, 1992
-------------------------------------------------------
Fixed Rogers
Equity Income Stock Loan Combined
Fund Fund Fund Fund Funds
----------- ----------- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
ADDITIONS
Investment income:
Interest $ 43 $ 127,645 $ 21,373 $ 149,061
Dividends on capital
stock of Rogers
Corporation $ 56 56
Dividends--other 7,713 7,713
----------- ----------- --------- --------- -----------
7,756 127,645 56 21,373 156,830
Contributions:
Employees 54,362 323,262 7,774 385,398
Rogers Corporation 4,228 25,050 684 29,962
----------- ----------- --------- -----------
58,590 348,312 8,458 415,360
Interfund transfers 30,481 (90,018) (2,702) 62,239
----------- ----------- --------- --------- -----------
96,827 385,939 5,812 83,612 572,190
DEDUCTIONS
Withdrawals and forfeitures 34,897 447,933 10,179 62,543 555,552
----------- ----------- --------- --------- -----------
34,897 447,933 10,179 62,543 555,552
----------- ----------- --------- --------- -----------
61,930 (61,994) (4,367) 21,069 16,638
Net realized and unrealized
appreciation
in fair value of invest-
ments--Note C 18,779 (2,792) 15,987
----------- ----------- --------- --------- -----------
NET INCREASES 80,709 (61,994) (7,159) 21,069 32,625
Net assets available
for plan benefits at
beginning of year 152,304 1,670,742 30,472 271,481 2,124,999
----------- ----------- --------- --------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS AT
END OF YEAR $ 233,013 $1,608,748 $23,313 $292,550 $2,157,624
=========== =========== ========= ========= ===========
</TABLE>
See notes to financial statements.
-5-
<PAGE>
F-100
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN II
December 31, 1993
NOTE A--SIGNIFICANT ACCOUNTING POLICIES
The accounts of the Plan are reported on the accrual basis.
Valuation of Investments: Securities traded on a national securities
exchange are valued at the last reported sales price on the last business day
of the plan year. The investments in the Fidelity Equity-Income Fund and the
Shawmut Bank Prime Money Market Fund are valued at the year-end market value
of each participation unit held, which is based upon the market value of the
underlying assets in each fund.
The investments in the group annuity contracts, which consist primarily of
guaranteed investment contracts, are valued at contract value as estimated by
the insurance companies. Contract value represents contributions made under
the contract, plus interest at the contract rate, less funds used to pay
termination benefits, in-service withdrawals, and to pay for the insurance
company's administrative expenses.
Interplan transfers represent amounts transferred to Rogers Employee Savings
and Investment Plan I (RESIP) due to certain hourly employees becoming
salaried employees.
All costs and expenses incurred in connection with the operation of the Plan
have been borne by Rogers Corporation (the Company).
Shawmut Bank is the trustee of the Plan.
NOTE B--DESCRIPTION OF THE PLAN
The Rogers Employee Savings and Investment Plan II (RESIP II) is a
contributory defined contribution plan covering all regular Arizona and
California hourly employees of the Company of United States citizenship who
have completed at least one year of continuous service. It is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Participants may contribute up to the lesser of $8,994 ($8,728 in 1992), 18%
of their annual compensation, or highly compensated limitations mandated by
non-discrimination testing. Contributions are allocated in multiples of 10%
to any combination of three available investment options:
A. Equity Fund, which is primarily invested in a mutual fund.
B. Fixed Income Fund, which is primarily invested in group annuity
contracts consisting of guaranteed investment contracts with various
insurance companies.
C. Rogers Stock Fund, which is primarily invested in the capital stock of
Rogers Corporation.
-6-
<PAGE>
F-101
NOTES TO FINANCIAL STATEMENTS--CONTINUED
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN II
NOTE B--DESCRIPTION OF THE PLAN--CONTINUED
The Company may contribute any factor from 0% to 50% of each participant's
contribution up to the first 4% of each participant's annual compensation.
The factor the Company contributed was 12.5% in 1993 and 1992.
The Plan also contains provisions for a Loan Fund under which participants
can borrow, within certain constraints, from their Plan account balance. All
loans require approval by the RESIP II Committee. Loans made in 1993 and
1992 amounted to $148,750 and $229,906, respectively. Payroll deductions are
required to repay the loans over a period of one to five years, as elected by
the participant, with interest at a rate determined by the RESIP II
Committee.
Each participant's account reflects the individual's contribution, the
Company's contribution and an allocation of Plan earnings. Total earnings by
fund are allocated quarterly to individual accounts based on a ratio, the
numerator of which is a participant's beginning fund balance less the
participant's withdrawals plus 1/3 of the participant's contributions
(employee's and employer's) and the participant's loan repayments to the fund
for that quarter and the denominator of which is the sum of all participants'
beginning fund balances less all withdrawals plus 1/3 of all participants'
contributions (employees' and employer's) and all participants' loan
repayments to that fund for that quarter.
Participants are immediately 100% vested in their contributions and to the
extent a participant is not eligible for retirement he or she is vested as to
the Company's contributions at 25% after two years of continuous service,
increased by 25% for each additional year of continuous service. Upon early
retirement, normal retirement, total disability, as defined by the Plan, or
death, a participant is 100% vested as to the Company's contributions. Any
participant who is terminated and not reemployed with the Company within one
year of termination forfeits his or her interest in the nonvested portion of
the Company contribution. If reemployed within one year, the participant
will recover his or her rights in this nonvested portion.
-7-
<PAGE>
F-102
NOTES TO FINANCIAL STATEMENTS--CONTINUED
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN II
NOTE B--DESCRIPTION OF THE PLAN--CONTINUED
A participant's tax-deferred contributions cannot be withdrawn prior to age
59-1/2 except for an immediate financial hardship, as defined by the Plan.
A participant may borrow against vested balances, subject to Plan
limitations. Company contributions can be drawn upon after five years in the
Plan and a participant can withdraw funds for any reason upon reaching age
59-1/2. Upon early retirement, normal retirement, total disability, as
defined by the Plan, death, or any other termination of employment, a
participant may receive the value of the vested portion of his or her total
account as of the next quarterly valuation date offset by any outstanding
Plan loans.
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants would become 100% vested in their accounts.
NOTE C--INVESTMENTS
During 1993 and 1992 the Plan's investments (including investments bought,
sold, as well as held during the year) appreciated (depreciated) in fair
value by $52,195 and $15,987, as follows:
Net
Appreciation
(Depreciation) Fair Value
in Fair Value at End
During Year of Year
-----------------------------------
YEAR ENDED DECEMBER 31, 1993
Equity Fund:
Fidelity Equity-Income Fund $38,634 $177,379
Rogers Stock Fund:
Rogers Corporation capital stock 13,561 21,945
-------
$52,195
=======
YEAR ENDED DECEMBER 31, 1992
Equity Fund:
Fidelity Equity-Income Fund $18,779 $243,407
Rogers Stock Fund:
Rogers Corporation capital stock (2,792) 23,884
-------
$15,987
=======
The group annuity contracts mature at various dates subsequent to December
31, 1993. These contracts may be subject to certain penalties if
discontinued prior to their maturity date.
-8-
<PAGE>
F-103
NOTES TO FINANCIAL STATEMENTS--CONTINUED
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN II
NOTE C--INVESTMENTS--CONTINUED
The individual investments that represent 5% or more of the Plan's net assets
are as follows:
December 31
1993 1992
--------------------------
Insurance Contracts at contract value:
Provident National Assurance Company
Group Annuity Contract #027046 2702B,
8.50%, due December 31, 1993 $779,648
New York Life Insurance Company Group
Annuity Contract #GA06430, 6.30%,
due January 2, 1995 $166,306 621,912
Prudential Life Insurance Company Group
Annuity Contract #GA 7544-221, 5.630%,
due January 2, 1996 206,979
Principal Mutual Life Insurance Company
Group Annuity Contract #4-10396,
4.820%, due December 31, 1996 152,148
Investments at fair value:
Fidelity Equity-Income Fund
(5,241.698 and 8,390.469
units) 177,379 243,407
Shawmut Bank Prime Money Market Fund
($329,602 face amount) 329,602
The cost of investments is as follows:
December 31
1993 1992
-----------------------------
Provident National Assurance Company
Group Annuity Contracts with
interest guarantees $ 779,648
New York Life Insurance Company
Group Annuity Contract with
interest guarantee $166,306 621,912
Prudential Life Insurance Company
Group Annuity Contract with
interest guarantee 206,979
Principal Mutual Life Insurance
Company Group Annuity Contract
with interest guarantee 152,148
Fidelity Equity-Income Fund 146,815 220,274
Rogers Corporation capital stock 17,557 35,862
Shawmut Bank Prime Money Market Fund 4,853 329,602
-------- ----------
$694,658 $1,987,298
======== ==========
-9-
<PAGE>
F-104
NOTES TO FINANCIAL STATEMENTS--CONTINUED
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN II
NOTE D--TRANSACTIONS WITH PARTIES-IN-INTEREST
During the years ended December 31, 1993 and 1992, the Plan entered into the
following transactions with parties-in-interest:
December 31
1993 1992
----------------------------------------
Units/ Units/
Shares Amount Shares Amount
----------------------------------------
Shawmut Bank Prime Money
Market Fund:
Purchases of face amount 2,106,731 $2,106,731 1,024,012 $1,024,012
Sales of face amount 2,431,480 2,431,480 1,134,797 1,134,797
Investment income 682 506
Rogers Corporation:
Purchases of capital stock 286 5,233 270 4,186
Distributions of capital
stock to participants 67 1,245 156 3,286
Sales of capital stock 1,091 22,293 226 4,836
Dividend income 56
NOTE E--PLAN AMENDMENT
During 1993, the Plan Sponsor disposed of its Flexible Interconnections
Division (the Division). Prior to this disposition, the Plan was amended to
provide participants who ceased participation in the Plan as a result of the
disposition to become 100% vested in their Company match as of the date of
the disposition of the Division. Also as a result of this disposition,
$1,248,000 was transferred from the Plan to a trust sponsored by the company
that acquired the Division.
NOTE F--INCOME TAX STATUS
The Internal Revenue Service has ruled that the Plan qualifies under Section
401(a) of the Internal Revenue Code (IRC) and is, therefore, not subject to
tax under present income tax law. Once qualified, the Plan is required to
operate in conformity with the IRC to maintain its qualification. The RESIP
II Committee is not aware of any course of action or series of events that
have occurred that might adversely affect the Plan's qualified status.
-10-
<PAGE>
F-105
ASSETS HELD FOR INVESTMENT PURPOSES
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN II
December 31, 1993
Description of Invest-
ment Including Maturity
Identity of Issue Date, Rate of Interest, Current
or Borrower Par or Maturity Value Cost Value
- - -------------------------- ----------------------- ----------- -----------
Equity Fund:
Fidelity Equity-Income 5,241.698 units of
Fund participation $ 146,815 $ 177,379
Shawmut Bank Prime
Money Market Fund<F1> $689 face amount 689 689
----------- -----------
147,504 178,068
Fixed Income Fund:
Group Annuity Contracts
with interest
guarantees:
New York Life New York Life Insurance
Insurance Company Company Contract
#GA06430, 6.30%, due
January 2, 1995 166,306 166,306
Prudential Life Prudential Life Insurance
Insurance Company Company Contract
#GA 7544-221, 5.630%, due
January 2, 1996 206,979 206,979
Principal Mutual Principal Mutual Life
Life Insurance Insurance Company Contract
Company #4-10396, 4.820%, due
December 31, 1996 152,148 152,148
----------- -----------
525,433 525,433
Shawmut Bank Prime
Money Market Fund<F1> $3,690 face amount 3,690 3,690
----------- -----------
529,123 529,123
Rogers Stock Fund:
Capital Stock:
Rogers Corporation<F1> 840 shares 17,557 21,945
Shawmut Bank Prime
Money Market Fund<F1> $474 face amount 474 474
----------- -----------
18,031 22,419
Loan Fund
Participant loans Paricipant loans,
interest from 6.5%
to 12.0% 117,596 117,596
----------- -----------
$ 812,254 $ 847,206
=========== ===========
[FN]
<F1>Indicates party-in-interest to the Plan.
-11-
<PAGE>
F-106
<TABLE>
SCHEDULE OF REPORTABLE TRANSACTIONS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN II
Year Ended December 31, 1993
<CAPTION>
Current Value
of Asset on
Identity of Purchase Selling Cost of Transaction Net
Party Involved Description of Assets Price Price Asset Date Gain
- - ---------------------------- --------------------------------------- ---------- ---------- ---------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Category (i)--A single transaction in excess of 5% of plan assets
- - -----------------------------------------------------------------
Shawmut Bank<F1> Shawmut Bank Prime Money Market
Fund:
$121,796 face amount $ 121,796 $ 121,796 $ 121,796
$166,615 face amount 166,615 166,615 166,615
$968,439 face amount 968,439 968,439 968,439
$125,048 face amount $ 125,048 125,048 125,048
$166,615 face amount 166,615 166,615 166,615
$325,483 face amount 325,483 325,483 325,483
$968,439 face amount 968,439 968,439 968,439
Provident National Assurance
Company Provident National Assurance Company
Contract #027046 2702B, 8.50%, due
December 31, 1993
$222,209 face amount 222,209 222,209 222,209
$422,637 face amount 422,637 422,637 422,637
New York Life Insurance
Company New York Life Insurance Company
Contract #GA06430, 6.30%, due
January 2, 1995
$322,578 face amount 322,578 322,578 322,578
Prudential Life Insurance
Company Prudential Life Insurance Company
Contract #GA7544-221, 5.630%, due
January 2, 1996
$325,483 face amount 325,483 325,483 325,483
$223,223 face amount 223,223 223,223 223,223
Principal Mutual Life
Insurance Company Principal Mutual Life Insurance Company
Contract #GA 4-10396, 4.820%, due
December 31, 1996
$152,148 face amount 152,148 152,148 152,148
Fidelity Equity-Income Fund Fidelity Equity-Income Fund
5,106.194 units 166,615 138,515 166,615 $28,100
<FN>
<F1>Indicates party-in-interest to the Plan.
</TABLE>
-12-
<PAGE>
F-107
<TABLE>
SCHEDULE OF REPORTABLE TRANSACTIONS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN II
Year Ended December 31, 1993
<CAPTION>
Current Value
of Asset on
Identity of Purchase Selling Cost of Transaction Net
Party Involved Description of Assets Price Price Asset Date Gain
- - ---------------------------- --------------------------------------- ---------- ---------- ---------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Category (iii)--A series of securities transactions in excess of 5% of plan assets
- - -----------------------------------------------------------------------------------
Shawmut Bank<F1> Shawmut Bank Prime Money Market
Fund:
Purchased $2,106,731 face amount in
115 transactions $2,106,731 $2,106,731 $2,106,731
Sold $2,431,480 face amount in
84 transactions $2,431,480 2,431,480 2,431,480
New York Life Insurance
Company New York Life Insurance Company
Contract #GA06430, 6.30%, due
January 2, 1995
Purchased $27,303 face amount
in 13 transactions 27,303 27,303 27,303
Sold $482,890 face amount
in 9 transactions 482,890 482,890 482,890
Provident National Assurance
Company Provident National Assurance Company
Contract #027046 2702B, 8.50%, due
December 31, 1993
Purchased $49,450 face amount
in 13 transactions 49,450 49,450 49,450
Sold $829,097 face amount
in 9 transactions 829,097 829,097 829,097
Prudential Life Insurance
Company Prudential Life Insurance Company
Contract #GA7544-221, 5.630%, due
January 2, 1996
Purchased $521,630 face amount
in 20 transactions 521,630 521,630 521,630
Sold $314,651 face amount
in 8 transactions 314,651 314,651 314,651
<FN>
<F1>Indicates party-in-interest to the Plan.
</TABLE>
-13-
<PAGE>
F-108
<TABLE>
SCHEDULE OF REPORTABLE TRANSACTIONS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN II
Year Ended December 31, 1993
<CAPTION>
Current Value
of Asset on
Identity of Purchase Selling Cost of Transaction Net
Party Involved Description of Assets Price Price Asset Date Gain
- - ---------------------------- --------------------------------------- ---------- ---------- ---------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Category (iii)--A series of securities transactions in excess of 5% of plan assets continued:
- - ---------------------------------------------------------------------------------------------
Fidelity Equity-Income Fund Fidelity Equity-Income Fund
Purchased 2,484.180 units in 16
transactions $ 79,346 $ 79,346 $ 79,346
Sold 5,632.951 units in 2
transactions $ 184,009 152,804 184,009 $31,205
There were no category (ii) or (iv) reportable transactions during 1993.
</TABLE>
-14-
<PAGE>
F-109
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration Statements (Form
S-8 Nos. 2-84992, 33-15119, 33-21121, 33-26177, 33-38219, 33-14347, 33-44087
and 33-53353) pertaining to employee benefit plans of Rogers Corporation and
in Registration Statement (Form S-3 No. 33-53369) pertaining to warrants
of Rogers Corporation of our report dated June 23, 1994, with respect to the
financial statements and schedules of the Rogers Employee Savings and
Investment Plan II included in this Annual Report (Form 11-K) for the year
ended December 31, 1993.
Providence, Rhode Island
June 23, 1994
ERNST & YOUNG
-15-
<PAGE>
F-110
Exhibit 28e
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1993
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN III
(Full title of the plan)
ROGERS CORPORATION
(Name of issuer of the securities held pursuant to the plan)
One Technology Drive
Rogers, Connecticut 06263
(address of principal executive offices)
<PAGE>
F-111
Audited Financial Statements
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN III
December 31, 1993
Report of Ernst & Young, Independent Auditors.............................1
Statement of Net Assets Available for Plan Benefits.......................2
Statement of Changes in Net Assets Available for Plan Benefits............4
Notes to Financial Statements.............................................6
Schedule of Assets Held for Investment Purposes..........................10
Schedule of Reportable Transactions......................................11
Consent of Independent Auditors..........................................14
<PAGE>
F-112
REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS
Rogers Employee Savings and
Investment Plan III Committee
Rogers Employee Savings
and Investment Plan III
Rogers Corporation
We have audited the accompanying statements of net assets available for plan
benefits of Rogers Employee Savings and Investment Plan III as of December
31, 1993 and 1992, and the related statements of changes in net assets
available for plan benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan
at December 31, 1993 and 1992, and the changes in its net assets available
for plan benefits for the years then ended, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of
assets held for investment purposes as of December 31, 1993 and reportable
transactions for the year then ended, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the financial statements. The supplemental schedules
have been subjected to the auditing procedures applied in our audit of the
1993 financial statements and, in our opinion, are fairly stated in all
material respects in relation to the 1993 financial statements taken as a
whole.
Providence, Rhode Island
June 23, 1994
ERNST & YOUNG
-1-
<PAGE>
F-113
<TABLE>
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN III
<CAPTION>
December 31, 1993
--------------------------------------------------------
Fixed Rogers
Equity Income Stock Loan Combined
Fund Fund Fund Fund Funds
----------- ----------- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments--Note C:
Capital stock of
Rogers Corporation $28,372 $ 28,372
Fidelity Equity-Income Fund $236,363 236,363
Shawmut Bank Prime Money
Market Fund 27 $ 21 29 77
New York Life Insurance
Company Group Annuity
Contract with interest
guarantee 98,058 98,058
Prudential Life Insurance
Company Group Annuity
Contract with interest
guarantee 117,465 117,465
Principal Mutual Life
Insurance Company Group
Annuity Contract with
interest guarantee 74,621 74,621
----------- ----------- --------- -----------
Total investments 236,390 290,165 28,401 554,956
Accounts receivable--loans
to participants $7,196 7,196
Accrued income 845 845
Contribution receivable 0
----------- ----------- --------- --------- -----------
TOTAL ASSETS 236,390 291,010 28,401 7,196 562,997
LIABILITIES
Withdrawals payable to
participants 0 0 0 0
----------- ----------- --------- --------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $236,390 $291,010 $28,401 $7,196 $562,997
=========== =========== ========= ========= ===========
</TABLE>
See notes to financial statements.
-2-
<PAGE>
F-114
<TABLE>
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN III
<CAPTION>
December 31, 1992
-------------------------------------------------------
Fixed Rogers
Equity Income Stock Loan Combined
Fund Fund Fund Fund Funds
----------- ----------- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments--Note C:
Capital stock of
Rogers Corporation $19,390 $19,390
Fidelity Equity-Income Fund $60,712 60,712
Shawmut Bank Prime Money
Market Fund 13 $ 13 2 28
Provident National
Assurance Company Group
Annuity Contract with
interest guarantee 106,913 106,913
New York Life Insurance
Company Group Annuity
Contract with interest
guarantee 102,187 102,187
----------- ----------- --------- -----------
Total investments 60,725 209,113 19,392 289,230
Accounts receivable--loans
to participants $250 250
Accrued income 1,228 1,228
Contribution receivable 1,330 1,330
----------- ----------- --------- --------- -----------
TOTAL ASSETS 60,725 210,341 20,722 250 292,038
LIABILITIES
Withdrawals payable to
participants 10,937 10,937
----------- ----------- --------- --------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $60,725 $199,404 $20,722 $250 $281,101
=========== =========== ========= ========= ===========
</TABLE>
See notes to financial statements.
-3-
<PAGE>
F-115
<TABLE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN III
<CAPTION>
Year Ended December 31, 1993
--------------------------------------------------------
Fixed Rogers
Equity Income Stock Loan Combined
Fund Fund Fund Fund Funds
----------- ----------- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
ADDITIONS
Investment income:
Interest $ 16 $ 17,148 $ 86 $ 17,250
Dividends--other 5,578 5,578
Capital gains 792 792
----------- ----------- --------- -----------
6,386 17,148 86 23,620
Employee contributions 87,889 124,495 $ 9,611 221,995
Interfund transfers 65,950 (50,037) (22,773) 6,860
----------- ----------- --------- --------- -----------
160,225 91,606 (13,162) 6,946 245,615
DEDUCTIONS
Withdrawals and forfeitures (19) (19)
----------- ----------- --------- --------- -----------
160,225 91,606 (13,143) 6,946 245,634
Net realized and unrealized
appreciation
in fair value of invest-
ments--Note C 15,440 20,822 36,262
----------- ----------- --------- --------- -----------
NET INCREASES 175,665 91,606 7,679 6,946 281,896
Net assets available
for plan benefits at
beginning of year 60,725 199,404 20,722 250 281,101
----------- ----------- --------- --------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS AT
END OF YEAR $236,390 $291,010 $28,401 $7,196 $562,997
=========== =========== ========= ========= ===========
</TABLE>
See notes to financial statements.
-4-
<PAGE>
F-116
<TABLE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN III
<CAPTION>
Year Ended December 31, 1992
-------------------------------------------------------
Fixed Rogers
Equity Income Stock Loan Combined
Fund Fund Fund Fund Funds
----------- ----------- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
ADDITIONS
Investment income:
Interest $ 11 $ 11,210 $ 29 $ 11,250
Dividends on capital
stock of Rogers
Corporation $ 2 2
Dividends--other 1,449 1,449
----------- ----------- --------- --------- -----------
1,460 11,210 2 29 12,701
Employee contributions 47,346 113,929 9,619 170,894
Interfund transfers 3,443 (13,639) 9,975 221
----------- ----------- --------- --------- -----------
52,249 111,500 19,596 250 183,595
DEDUCTIONS
Withdrawals and forfeitures 390 11,327 15 11,732
----------- ----------- --------- --------- -----------
51,859 100,173 19,581 250 171,863
Net realized and unrealized
appreciation
in fair value of invest-
ments--Note C 3,308 92 3,400
----------- ----------- --------- --------- -----------
NET INCREASES 55,167 100,173 19,673 250 175,263
Net assets available
for plan benefits at
beginning of year 5,558 99,231 1,049 105,838
----------- ----------- --------- --------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS AT
END OF YEAR $60,725 $199,404 $20,722 $250 $281,101
=========== =========== ========= ========= ===========
</TABLE>
See notes to financial statements.
-5-
<PAGE>
F-117
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN III
December 31, 1993
NOTE A--SIGNIFICANT ACCOUNTING POLICIES
The accounts of the Plan are reported on the accrual basis.
Valuation of Investments: Securities traded on a national securities
exchange are valued at the last reported sales price on the last business day
of the plan year. The investments in the Fidelity Equity-Income Fund and the
Shawmut Bank Prime Money Market Fund are valued at the year-end market value
of each participation unit held, which is based upon the market value of the
underlying assets in each fund.
The investments in the group annuity contracts, which consist primarily of
guaranteed investment contracts, are valued at contract values estimated by
the insurance companies. Contract value represents contributions made under
the contract, plus interest at the contract rate, less funds used to pay
termination benefits, in-service withdrawals, and to pay for the insurance
company's administrative expenses.
All costs and expenses incurred in connection with the operation of the Plan
have been borne by Rogers Corporation (the Company).
Shawmut Bank is the trustee of the Plan.
NOTE B--DESCRIPTION OF THE PLAN
The Rogers Employee Savings and Investment Plan III (RESIP III) is a
contributory defined contribution plan covering all regular hourly employees
of the Company of United States citizenship who are members of either United
Paperworkers International Union Local 46, 683, or 1554 and have completed at
least one year of continuous service. It is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Participants may contribute up to the lesser of $8,994 ($8,728 in 1992), 18%
of their annual compensation, or highly compensated limitations mandated by
non-discrimination testing. Contributions are allocated in multiples of 10%
to any combination of three available investment options:
A. Equity Fund, which is invested in a mutual fund.
B. Fixed Income Fund, which is primarily invested in group annuity
contracts consisting of guaranteed investment contracts with various
insurance companies.
C. Rogers Stock Fund, which is primarily invested in the capital stock of
Rogers Corporation.
-6-
<PAGE>
F-118
NOTES TO FINANCIAL STATEMENTS--CONTINUED
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN III
NOTE B--DESCRIPTION OF THE PLAN--CONTINUED
The Plan also contains provisions for a Loan Fund under which participants
can borrow, within certain constraints, from their Plan account balance. All
loans require approval by the RESIP III Committee. Loans made in 1993 and
1992 amounted to $8,259 and $1,000, respectively. Payroll deductions are
required to repay the loans over a period of one to five years, as elected by
the participant, with interest at a rate determined by the RESIP III
Committee.
Each participant's account reflects the individual's contribution and an
allocation of Plan earnings. Total earnings by fund are allocated quarterly
to individual accounts based on a ratio, the numerator of which is a
participant's beginning fund balance less the participant's withdrawals plus
1/3 of the participant's contributions and the participant's loan repayments
to the fund for that quarter and the denominator of which is the sum of all
participants' beginning fund balances less all withdrawals plus 1/3 of all
participants' contributions and all participants' loan repayments to that
fund for that quarter. Participants are immediately 100% vested in their
contributions.
A participant's tax-deferred contributions cannot be withdrawn prior to age
59 1/2 except for an immediate financial hardship, as defined by the Plan.
A participant may borrow against his or her balances, subject to Plan
limitations. A participant can withdraw funds for any reason upon reaching
age 59-1/2. Upon early retirement, normal retirement, total disability, as
defined by the Plan, death, or any other termination of employment, a
participant may receive the value of his or her total account as of the next
quarterly valuation date offset by any outstanding Plan loans.
Although it has not expressed any intent to do so, the Company has the right
to terminate the Plan subject to the provisions of ERISA.
-7-
<PAGE>
F-119
NOTES TO FINANCIAL STATEMENTS--CONTINUED
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN III
NOTE C--INVESTMENTS
During 1993 and 1992, the Plan's investments (including investments bought,
sold, as well as held during the year) appreciated in fair value by $36,262
and $3,400, as follows:
Net Appreciation
(Depreciation) Fair Value
in Fair Value at End
During Year of Year
---------------- ----------
YEAR ENDED DECEMBER 31, 1993
Equity Fund:
Fidelity Equity-Income Fund $15,440 $236,363
Rogers Stock Fund:
Rogers Corporation capital stock 20,822 28,372
-------
$36,262
=======
YEAR ENDED DECEMBER 31, 1992
Equity Fund:
Fidelity Equity-Income Fund $ 3,308 $60,712
Rogers Stock Fund:
Rogers Corporation capital stock 92 19,390
-------
$ 3,400
=======
The group annuity contracts mature subsequent to December 31, 1993. These
contracts may be subject to certain penalties if discontinued prior to
maturity date.
The individual investments that represent 5% or more of the Plan's net assets
are as follows:
December 31
1993 1992
--------------------------------
Insurance Contracts at contract value:
Provident National Assurance Company
Group Annuity Contract #027046 2702C,
8.50%, due December 31, 1993 $106,913
New York Life Insurance Company Group
Annuity Contract #GA06430, 6.30%,
due January 2, 1995 $ 98,058 102,187
Prudential Insurance Company Group
Annuity Contract #GA 7544-231, 5.63%,
due January 2, 1996 117,465
Principal Mutual Life Insurance Company
Group Annuity Contract #4-10396,
4.820%, due December 31, 1996 74,621
Investments at fair value:
Fidelity Equity-Income Fund
(6,984.657 and 2,092.777 units) 236,363 60,712
Rogers Corporation Capital Stock
(1,086 and 1,385 units) 28,372 19,390
-8-
<PAGE>
F-120
NOTES TO FINANCIAL STATEMENTS--CONTINUED
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN III
NOTE C--INVESTMENTS--CONTINUED
The cost of investments is as follows:
December 31
1993 1992
--------------------------------
Provident National Assurance Company
Group Annuity Contract with
interest guarantee $106,913
New York Life Insurance Company Group
Annuity Contract with interest
guarantee $ 98,058 102,187
Prudential Life Insurance Company
Group Annuity Contract with interest
guarantee 117,465
Principal Mutual Life Insurance Company
Group Annuity Contract with interest
guarantee 74,621
Fidelity Equity-Income Fund 217,301 57,092
Rogers Corporation capital stock 16,905 19,508
Shawmut Bank Prime Money Market Fund 77 28
-------- --------
$524,427 $285,728
======== ========
NOTE D--TRANSACTIONS WITH PARTIES-IN-INTEREST
During the years ended December 31, 1993 and 1992, the Plan entered into the
following transactions with parties-in-interest:
December 31
1993 1992
----------------------------------------
Units/ Units/
Shares Amount Shares Amount
----------------------------------------
Shawmut Bank Prime Money
Market Fund:
Purchases of face amount 208,948 $208,948 82,427 $ 82,427
Sales of face amount 208,899 208,899 82,412 82,412
Investment income 20 19
Rogers Corporation:
Purchases of capital stock 547 9,470 1,325 18,331
Sales of capital stock 846 12,073
Dividend income 2
NOTE E--INCOME TAX STATUS
The Company has not yet applied for a determination from the Internal Revenue
Service (IRS) as to its qualification under Section 401(a) of the Internal
Revenue Code (IRC). The Rogers Employee Savings and Investment Plan III
Committee is not aware of any course of action or series of events that have
occurred that might adversely affect the Plan's ability to qualify under
Section 401(a) of the IRC. Once the Plan is qualified by the IRS, the Plan
will be required to continue to operate in conformity with the IRC to
maintain its qualification.
-9-
<PAGE>
F-121
ASSETS HELD FOR INVESTMENT PURPOSES
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN III
December 31, 1993
Description of Invest-
ment Including Maturity
Identity of Issue Date, Rate of Interest, Current
or Borrower Par or Maturity Value Cost Value
- - -------------------------- ----------------------- ----------- -----------
Equity Fund:
Fidelity Equity-Income 6,984.657 units of
Fund participation $ 217,301 $ 236,363
Shawmut Bank Prime
Money Market Fund<F1> $27 face amount 27 27
----------- -----------
217,328 236,390
Fixed Income Fund:
Group Annuity Contracts
with interest
guarantees:
New York Life New York Life Insurance
Insurance Company Company Contract
#GA06430, 6.30%, due
January 2, 1995 98,058 98,058
Prudential Life Prudential Life Insurance
Insurance Company Company Contract
#GA 7544-231, 5.630%, due
January 2, 1996 117,465 117,465
Principal Mutual Principal Mutual Life
Life Insurance Insurance Company Contract
Company #4-10396, 4.820%, due
December 31, 1996 74,621 74,621
----------- -----------
290,144 290,144
Shawmut Bank Prime
Money Market Fund<F1> $21 face amount 21 21
----------- -----------
290,165 290,165
Rogers Stock Fund:
Capital Stock:
Rogers Corporation<F1> 1,086 shares 16,905 28,372
Shawmut Bank Prime
Money Market Fund<F1> $29 face amount 29 29
----------- -----------
16,934 28,401
Loan Fund
Participant loans Paricipant loans,
interest from 6.5%
to 12.0% 7,196 7,196
----------- -----------
$ 531,623 $ 562,152
=========== ===========
[FN]
<F1>Indicates party-in-interest to the Plan.
-10-
<PAGE>
F-122
<TABLE>
SCHEDULE OF REPORTABLE TRANSACTIONS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN III
Year Ended December 31, 1993
<CAPTION>
Current Value
of Asset on
Identity of Purchase Selling Cost of Transaction Net
Party Involved Description of Assets Price Price Asset Date Gain
- - ---------------------------- --------------------------------------- ---------- ---------- ---------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Category (i)--A single transaction in excess of 5% of plan assets
- - -----------------------------------------------------------------
Shawmut Bank<F1> Shawmut Bank Prime Money Market
Fund:
$53,004 face amount $ 53,004 $ 53,004 $ 53,004
$23,439 face amount 23,439 23,439 23,439
$21,310 face amount 21,310 21,310 21,310
$16,555 face amount 16,555 16,555 16,555
$14,595 face amount 14,595 14,595 14,595
$53,003 face amount $ 53,003 53,003 53,003
$23,439 face amount 23,439 23,439 23,439
$21,657 face amount 21,657 21,657 21,657
$21,285 face amount 21,285 21,285 21,285
$15,988 face amount 15,988 15,988 15,988
$14,595 face amount 14,595 14,595 14,595
$14,555 face amount 14,555 14,555 14,555
Provident National Assurance
Company Provident National Assurance Company
Contract #027046 2702C, 8.50%, due
December 31, 1993
$108,983 face amount 108,983 108,983 108,983
Prudential Life Insurance
Company Prudential Life Insurance Company
Contract #GA7544-231, 5.630%, due
January 2, 1996
$34,362 face amount 34,362 34,362 34,362
$14,650 face amount 14,650 14,650 14,650
Principal Mutual Life
Insurance Company Principal Mutual Life Insurance Company
Contract #GA 4-10396, 4.820%, due
December 31, 1996
$74,621 face amount 74,621 74,621 74,621
Fidelity Equity-Income Fund Fidelity Equity-Income Fund
1,580.805 units 53,004 53,004 53,004
736.390 units 23,439 23,439 23,439
471.698 units 15,000 15,000 15,000
449.772 units 14,595 14,595 14,595
475.617 units 15,000 15,000 15,000
Rogers Corporation<F1> Rogers Corp. Common Stock
846.00 shares 21,310 12,073 21,310 9,237
<FN>
<F1>Indicates party-in-interest to the Plan.
</TABLE>
-11-
<PAGE>
F-123
<TABLE>
SCHEDULE OF REPORTABLE TRANSACTIONS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN III
Year Ended December 31, 1993
<CAPTION>
Current Value
of Asset on
Identity of Purchase Selling Cost of Transaction Net
Party Involved Description of Assets Price Price Asset Date Gain
- - ---------------------------- --------------------------------------- ---------- ---------- ---------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Category (iii)--A series of securities transactions in excess of 5% of plan assets
- - -----------------------------------------------------------------------------------
Shawmut Bank<F1> Shawmut Bank Prime Money Market
Fund:
Purchased $208,948 face amount in
28 transactions $ 208,948 $ 208,948 $ 208,948
Sold $208,899 face amount in
18 transactions $ 208,899 208,899 208,899
New York Life Insurance
Company New York Life Insurance Company
Contract #GA06430, 6.30%, due
January 2, 1995
Purchased $6,093 face amount
in 12 transactions 6,093 6,093 6,093
Sold $10,222 face amount
in 2 transactions 10,222 10,222 10,222
Provident National Assurance
Company Provident National Assurance Company
Contract #027046 2702C, 8.50%, due
December 31, 1993
Purchased $9,681 face amount
in 13 transactions 9,681 9,681 9,681
Sold $116,594 face amount
in 2 transactions 116,594 116,594 116,594
Prudential Life Insurance
Company Prudential Life Insurance Company
Contract #GA7544-231, 5.630%, due
January 2, 1996
Purchased $120,967 face amount
in 22 transactions 120,967 120,967 120,967
Sold $3,502 face amount in 1
transaction 3,502 3,502 3,502
<FN>
<F1>Indicates party-in-interest to the Plan.
</TABLE>
-12-
<PAGE>
F-124
<TABLE>
SCHEDULE OF REPORTABLE TRANSACTIONS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN II
Year Ended December 31, 1993
<CAPTION>
Current Value
of Asset on
Identity of Purchase Selling Cost of Transaction Net
Party Involved Description of Assets Price Price Asset Date Gain
- - ---------------------------- --------------------------------------- ---------- ---------- ---------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Category (iii)--A series of securities transactions in excess of 5% of plan assets continued:
- - ---------------------------------------------------------------------------------------------
Fidelity Equity-Income Fund Fidelity Equity-Income Fund
Purchased 5,367.497 units in 18
transactions $ 175,209 $ 175,209 $ 175,209
Sold 475.617 units in 1 transaction $ 15,000 15,000 15,000
Rogers Corporation<F1> Rogers Corp. Common Stock
Sold 846.00 shares in 1 transaction 21,310 12,073 21,310 $9,237
Purchased 547.00 shares in 12
transactions 9,470 9,470 9,470
There were no category (ii) or (iv) reportable transactions during 1993.
<FN>
<F1>Indicates party-in-interest to the Plan.
</TABLE>
-13-
<PAGE>
F-125
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration Statements (Form
S-8 Nos. 2-84992, 33-15119, 33-21121, 33-26177, 33-38219, 33-14347, 33-44087
and 33-53353) pertaining to employee benefit plans of Rogers Corporation and
in Registration Statement (Form S-3 No. 33-53369) pertaining to warrants of
Rogers Corporation of our report dated June 23, 1994, with respect to the
financial statements and schedules of the Rogers Employee Savings and
Investment Plan III included in this Annual Report (Form 11-K) for the year
ended December 31, 1993.
Providence, Rhode Island
June 23, 1994
ERNST & YOUNG
-14-
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ROGERS CORPORATION
(Registrant)
By s/DONALD F. O'LEARY
Donald F. O'Leary
Authorized Officer
Assistant Controller
Dated: June 29, 1994
