SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 28, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-4347
ROGERS CORPORATION
[Exact name of Registrant as specified in its charter]
Massachusetts 06-0513860
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Technology Drive
P.O. Box 188
Rogers, Connecticut 06263-0188
(Address of principal executive offices) (Zip Code)
(860) 774-9605
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each
exchange on
Title of each class which registered
- -------------------------------- -----------------------------
Capital Stock, $1 Par Value American Stock Exchange, Inc.
Pacific Exchange, Inc.
Rights to Purchase Capital Stock American Stock Exchange, Inc.
Pacific Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
periods that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the Capital Stock, $1 par value, held
by non-affiliates of the Registrant as of February 25, 1998 was
$291,442,062.
The number of shares of Capital Stock, $1 par value, outstanding as
of February 25, 1998 was 7,591,730.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's annual report to shareholders for the fiscal
year ended December 28, 1997 are incorporated by reference into Parts I and
II.
Portions of the proxy statement for the Registrant's 1998 annual meeting of
stockholders to be held April 23, 1998, are incorporated by reference into
Part III.
<PAGE>
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(3) Exhibits (numbered in accordance with Item 601 of Regulation
S-K):
3a Restated Articles of Organization, filed with the Secretary of
State of the Commonwealth of Massachusetts on April 6, 1966, were
filed as Exhibit 3a to the Registrant's Annual Report on Form 10-K
for the fiscal year ended January 1, 1989 (the 1988 Form 10-K)*.
3b Articles of Amendment, filed with the Secretary of State of the
Commonwealth of Massachusetts on August 10, 1966, were filed as
Exhibit 3b to the 1988 Form 10-K*.
3c Articles of Merger of Parent and Subsidiary Corporations, filed
with the Secretary of State of the Commonwealth of Massachusetts on
December 29, 1975, were filed as Exhibit 3c to the 1988 Form 10-K*.
3d Articles of Amendment, filed with the Secretary of State of the
Commonwealth of Massachusetts on March 29, 1979, were filed as
Exhibit 3d to the 1988 Form 10-K*.
3e Articles of Amendment, filed with the Secretary of State of the
Commonwealth of Massachusetts on March 29, 1979, were filed as
Exhibit 3e to the 1988 Form 10-K*.
3f Articles of Amendment, filed with the Secretary of State of the
Commonwealth of Massachusetts on April 2, 1982, were filed as
Exhibit 3f to the 1988 Form 10-K*.
3g Articles of Merger of Parent and Subsidiary Corporations, filed
with the Secretary of State of the Commonwealth of Massachusetts on
December 31, 1984, were filed as Exhibit 3g to the 1988 Form 10-K*.
3h Articles of Amendment, filed with the Secretary of State of the
Commonwealth of Massachusetts on April 6, 1988, were filed as
Exhibit 3h to the 1988 Form 10-K*.
3i By-Laws of the Company as amended on March 28, 1991, September 10,
1991, and June 22, 1995 were filed as Exhibit 3i to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1995 (the 1995 Form 10-K)*.
3j Articles of Amendment, as filed with the Secretary of State of the
Commonwealth of Massachusetts on May 24, 1994, were filed as Exhibit
3j to the 1995 Form 10-K*.
4a Certain Long-Term Debt Instruments, each representing indebtedness
in an amount equal to less than 10 percent of the Registrant's total
consolidated assets, have not been filed as exhibits to this Annual
Report on Form 10-K. The Registrant hereby undertakes to file these
instruments with the Commission upon request.
4b 1997 Shareholder Rights Plan was filed on Form 8-A dated March 24,
1997. The June 19, 1997 and July 7, 1997 amendments were filed on
Form 8-A/A dated July 21, 1997*.
10a Rogers Corporation Incentive Stock Option Plan** (1979, as amended
July 9, 1987 and October 23, 1996). The 1979 plan and the July 9,
1987 amendment were filed as Exhibit 10c to the Registrant's Annual
Report on Form 10-K for the fiscal year ended January 3, 1988 (the
1987 Form 10-K). The October 23, 1996 amendment was filed as
Exhibit 10a to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 29, 1996 (the 1996 Form 10-K)*.
10b Description of the Company's Life Insurance Program**, was filed as
Exhibit K to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 28, 1980*.
10c Rogers Corporation Annual Incentive Compensation Plan** (as restated
and amended on December 18, 1996) was filed as Exhibit 10c to the
1996 Form 10-K*.
10d Rogers Corporation 1988 Stock Option Plan** (as amended December 17,
1988, September 14, 1989, and October 23, 1996). The 1988 plan, the
1988 amendment, and the 1989 amendment were filed as Exhibit 10d to
the Registrant's Annual Report on Form 10-K for the fiscal year
ended January 1, 1995 (the 1994 Form 10-K)*. The 1996 amendment was
filed as Exhibit 10d to the 1996 Form 10-K*.
10e Rogers Corporation 1990 Stock Option Plan** (as restated and amended
on October 18, 1996), was filed as Registration Statement No. 333-
14419 on Form S-8 dated October 18, 1996*.
10f Rogers Corporation Deferred Compensation Plan** (1983) was filed as
Exhibit O to the Registrant's Annual Report on Form 10-K for the
fiscal year ended January 1, 1984*.
10g Rogers Corporation Deferred Compensation Plan** (1986) was filed as
Exhibit 10e to the 1987 Form 10-K*.
<PAGE>
10h Rogers Corporation 1994 Stock Compensation Plan** (as restated and
amended on December 6, 1996 and amended on December 18, 1997). The
1996 plan, as amended and restated on December 6, 1996, was filed as
Exhibit 10h to the 1996 Form 10-K*. The 1997 amendment is filed
herewith.
10i Rogers Corporation Voluntary Deferred Compensation Plan for Non-
Employee Directors** (1994, as amended December 26, 1995 and
December 27, 1996). The 1994 plan, the December 26, 1995 and
December 27, 1996 amendments were filed as Exhibit 10i to the 1994
Form 10-K, 1995 Form 10-K, and 1996 Form 10-K, respectively*.
10j Rogers Corporation Voluntary Deferred Compensation Plan for Key
Employees** (1993, as amended on October 18, 1994, December 22,
1994, December 21, 1995, December 22, 1995, and April 16, 1996).
The 1993 plan and the 1994 amendments were filed as Exhibit 10j to
the 1994 Form 10-K. The 1995 and 1996 amendments were filed as
Exhibit 10j to the 1995 Form 10-K and 1996 Form 10-K, respectively*.
10k Rogers Corporation Long-Term Enhancement Plan for Senior Executives
of Rogers Corporation** dated December 18, 1997.
13 Portions of the Rogers Corporation 1997 Annual Report to
Shareholders which are specifically incorporated by reference in
this Annual Report on Form 10-K.
21 Subsidiaries of the Registrant.
23 Consent of Independent Auditors.
27.1 Financial Data Schedule.
27.2 Financial Data Schedules (Restated Fiscal Year-Ends 1995 and 1996).
27.3 Financial Data Schedules (Restated Quarters 1, 2, and 3 of 1996).
27.4 Financial Data Schedules (Restated Quarters 1, 2, and 3 of 1997).
29A Rogers Corporation Form 11-K (RESIP)
*In accordance with Rule 12b-23 and Rule 12b-32 under the Securities
Exchange Act of 1934, as amended, reference is made to the documents
previously filed with the Securities and Exchange Commission, which
documents are hereby incorporated by reference.
** Management Contract.
<PAGE>
Exhibit 29a
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1997
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
(Full title of the plan)
ROGERS CORPORATION
(Name of issuer of the securities held pursuant to the plan)
P.O. Box 188
One Technology Drive
Rogers, Connecticut 06263-0188
(address of principal executive offices)
<PAGE>
Audited Financial Statements
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
December 31, 1997
Report of Ernst & Young LLP, Independent Auditors................... 1
Statements of Net Assets Available for Plan Benefits................ 2
Statements of Changes in Net Assets Available for Plan Benefits..... 4
Notes to Financial Statements....................................... 6
Line 27a - Schedule of Assets Held for Investment Purposes.......... 12
Line 27d - Schedule of Reportable Transactions...................... 13
Consent of Independent Auditors..................................... 15
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
Rogers Employee Savings and
Investment Plan Committee
Rogers Employee Savings
and Investment Plan
Rogers Corporation
We have audited the accompanying statements of net assets available for
plan benefits of Rogers Employee Savings and Investment Plan as of December
31, 1997 and 1996, 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, 1997 and 1996, 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, 1997 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 1997 financial statements and, in our opinion,
are fairly stated in all material respects in relation to the 1997
financial statements taken as a whole.
ERNST & YOUNG LLP
Providence, Rhode Island
May 8, 1998
- 1 -
<PAGE>
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
December 31, 1997
Fixed Rogers
Equity Income Stock Loan
Funds Fund Fund Fund Total
----------- ----------- ---------- -------- -----------
ASSETS
Investments--Note B:
CIGNA Pooled Separate
Accounts:
55Q - Fidelity
Puritan Fund $ 2,959,549 $ 2,959,549
55P - Fidelity
Equity-Income II
Fund 5,454,744 5,454,744
55A - Fidelity
Advisor Growth
Opportunities
Fund 4,564,818 4,564,818
55F - Warburg-
Pincus Advisor
International
Equity Fund 1,098,402 1,098,402
SA-55EV - Janus
Worldwide Fund 594,794 594,794
SA-55E3 - Lazard
Small Cap
Portfolio 275,443 275,443
SA-B - CIGNA Stock
Index Account 520,277 520,277
SA-55NM - Neuberger
& Berman Partners
Account 482,284 482,284
CIGNA Guaranteed Long-
Term Fund $12,121,263 12,121,263
Capital stock of Rogers
Corporation $5,872,830 5,872,830
Participants Notes
Receivable $807,112 807,112
----------- ----------- ---------- -------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $15,950,311 $12,121,263 $5,872,830 $807,112 $34,751,516
=========== =========== ========== ======== ===========
See notes to financial statements.
- 2 -
<PAGE>
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
December 31, 1996
Fixed Rogers
Equity Income Stock Loan
Funds Fund Fund Fund Total
----------- ----------- ---------- -------- -----------
ASSETS
Investments--Note B:
CIGNA Pooled Separate
Accounts:
55Q - Fidelity
Puritan Fund $ 2,145,025 $ 2,145,025
55P - Fidelity
Equity-Income
II Fund 4,461,848 4,461,848
55A - Fidelity
Advisor Growth
Opportunities
Fund 3,215,043 3,215,043
55F - Warburg-
Pincus Advisor
International
Equity Fund 1,323,490 1,323,490
CIGNA Guaranteed Long-
Term Fund $ 8,665,185 8,665,185
Principal Mutual Life
Insurance Company
Group Annuity
Contract with
interest guarantee 2,388,558 2,388,558
Capital stock of
Rogers Corporation $3,342,448 3,342,448
Participants Notes
Receivable $703,802 703,802
----------- ----------- ---------- -------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $11,145,406 $11,053,743 $3,342,448 $703,802 $26,245,399
=========== =========== ========== ======== ===========
See notes to financial statements.
- 3 -
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
Year Ended December 31, 1997
Fixed Rogers
Equity Income Stock Loan
Funds Fund Fund Fund Total
----------- ----------- ---------- -------- -----------
ADDITIONS
Investment income:
Interest $ 665,827 $ 61,765 $ 727,592
Contributions:
Employees and
rollovers $ 2,407,421 930,111 $ 374,717 3,712,249
Rogers
Corporation 161,690 59,712 284,802 506,204
----------- ----------- ---------- -----------
2,569,111 989,823 659,519 4,218,453
Interfund transfers,
net (81,051) (40,460) 52,449 69,062 -
----------- ----------- ---------- -------- -----------
Total additions 2,488,060 1,615,190 711,968 130,827 4,946,045
DEDUCTIONS
Administrative
expenses 4,858 4,858
Withdrawals and
forfeitures 304,245 536,881 40,545 27,517 909,188
----------- ----------- ---------- -------- -----------
Total
deductions 304,245 536,881 45,403 27,517 914,046
----------- ----------- ---------- -------- -----------
Net additions 2,183,815 1,078,309 666,565 103,310 4,031,999
Net realized and
unrealized
appreciation
(depreciation) in
fair value of
investments 2,621,090 (10,789) 1,863,817 - 4,474,118
----------- ----------- ---------- -------- -----------
NET INCREASE 4,804,905 1,067,520 2,530,382 103,310 8,506,117
Net assets
available for
plan benefits
at beginning
of year 11,145,406 11,053,743 3,342,448 703,802 26,245,399
----------- ----------- ---------- -------- -----------
NET ASSETS
AVAILABLE FOR
PLAN BENEFITS
AT END OF YEAR $15,950,311 $12,121,263 $5,872,830 $807,112 $34,751,516
=========== =========== ========== ======== ===========
See notes to financial statements.
- 4 -
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
Year Ended December 31, 1996
Fixed Rogers
Equity Income Stock Loan
Funds Fund Fund Fund Total
----------- ----------- ---------- -------- -----------
ADDITIONS
Investment income:
Interest $ 618,079 $ 51,510 $ 669,589
Contributions:
Employees and
rollovers $ 1,485,030 616,692 $ 230,939 2,332,661
Rogers
Corporation 134,390 51,737 236,428 422,555
----------- ----------- ---------- -----------
1,619,420 668,429 467,367 2,755,216
----------- ----------- ---------- -------- -----------
Interfund transfers,
net 50,418 (123,393) 30,648 42,327 -
Total additions 1,669,838 1,163,115 498,015 93,837 3,424,805
DEDUCTIONS
Administrative
expenses 3,714 3,714
Withdrawals and
forfeitures 393,797 481,188 191,373 3,610 1,069,968
----------- ----------- ---------- -------- -----------
Total deductions 393,797 481,188 195,087 3,610 1,073,682
----------- ----------- ---------- -------- -----------
Net additions 1,276,041 681,927 302,928 90,227 2,351,123
Net realized and
unrealized
appreciation in
fair value of
investments 1,473,426 - 643,238 - 2,116,664
----------- ----------- ---------- -------- -----------
NET INCREASE 2,749,467 681,927 946,166 90,227 4,467,787
Net assets
available for
plan benefits
at beginning
of year 8,395,939 10,371,816 2,396,282 613,575 21,777,612
----------- ----------- ---------- -------- -----------
NET ASSETS
AVAILABLE FOR
PLAN BENEFITS
AT END OF YEAR $11,145,406 $11,053,743 $3,342,448 $703,802 $26,245,399
=========== =========== ========== ======== ===========
See notes to financial statements.
- 5 -
<PAGE>
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
Years Ended December 31, 1997 and 1996
NOTE A--SIGNIFICANT ACCOUNTING POLICIES
The accounts of the Rogers Employee Savings and Investment Plan (the
Plan or RESIP) are reported on the accrual basis. The preparation of
financial statements in conformity with GAAP requires the use of
management's estimates.
Valuation of Investments:
Securities traded on a national securities exchange are valued at the
last reported sales price on the last business day of the plan year.
Investments in pooled separate accounts are stated at fair value based on
the year end market value of each unit held, which is based upon the market
value of the underlying assets of the funds less investment management
fees and asset charges.
The investments in the Fixed Income Fund, which consist primarily
of CIGNA's Guaranteed Long-Term Fund and a guaranteed investment
contract, are valued at contract value as estimated by the insurance
companies, which approximates market. Contract value represents
contributions made under the contract plus interest at the contract rate,
less funds used to pay termination benefits, in-service withdrawals, and
to pay for the insurance company's administrative expenses. The interest
rate for CIGNA's guaranteed long-term fund is determined twice a year and
is guaranteed not to change for six months. The average interest rate
was 6.03% for 1997 and 6.95% for 1996. The crediting interest rate was
6.45% for the first six months of 1997 and 5.95% for the final six months of
1997.
The majority of the costs and expenses incurred in connection with
the operation of the Plan have been borne by Rogers Corporation.
NOTE B--DESCRIPTION OF THE PLAN
The RESIP is a contributory defined contribution plan covering all
regular U.S. employees who have completed at least one month of
continuous service. The plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Participants may contribute up to the lesser of $9,500 (in 1997 and 1996),
18% of their annual compensation, or highly compensated limitations
mandated by non-discrimination testing. Since July 1, 1997, contributions
are allocated in any combination of the following ten available investment
options.
A. Fixed Income Fund - portfolio of a guaranteed investment contract with
an insurance company and the CIGNA Guaranteed Long-Term Fund which is
invested primarily in intermediate-term bonds and commercial
mortgages. As of January 2, 1997, all remaining guaranteed investment
contracts were rolled into the CIGNA Guaranteed Long-Term Fund.
- 6 -
<PAGE>
NOTES TO FINANCIAL STATEMENTS--CONTINUED
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
NOTE B--DESCRIPTION OF THE PLAN--CONTINUED
B. Equity Funds - the following equity fund options represent pooled
separate accounts of CIGNA:
1. Account 55Q - invested solely in Fidelity Puritan Fund, a mutual
fund consisting of a broadly diversified portfolio of high-
yielding securities, including common stocks, preferred stocks
and bonds.
2. Account 55P - invested solely in the Fidelity Equity-Income II
Fund, a mutual fund consisting of income-producing equity
securities with potential for capital appreciation.
3. Account 55A - invested solely in the Fidelity Advisor Growth
Opportunities Fund, a mutual fund consisting of primarily common
stocks and securities convertible into common stock.
4. Account 55F - invested solely in the Warburg Pincus Advisor
International Equity Fund, a mutual fund consisting of a broadly
diversified portfolio of equity securities of financially strong
non-U.S. issuers located in growing international economies.
5. Account SA-55EV - invested solely in Janus Worldwide Fund, a
mutual fund consisting of investments in foreign and domestic
securities in an effort to take advantage of differences in
economic trends and market cycles around the globe.
(Contributions effective July 1, 1997.)
6. Account SA-55E3 - invested solely in Lazard Small Cap Portfolio,
a mutual fund consisting of investments in stocks of small-sized
companies (under $1 billion market capitalization) that are
believed to be inexpensively priced relative to the return on
total capital or equity. (Contributions effective July 1, 1997.)
7. Account SA-55NM - invested solely in Neuberger & Berman Partners
Account, a mutual fund consisting of investments in stocks of
mid-sized companies that are selling for less than their perceived
market value in an effort to provide capital growth.
(Contributions effective July 1, 1997.)
8. Account SA-B - invested solely in the CIGNA Stock Index Account,
a mutual fund consisting of investments in common stocks
representing the S&P 500 Index and S&P 500 Index futures
instruments. (Contributions effective July 1, 1997.)
C. Rogers Stock Fund - capital stock of Rogers Corporation.
All participants, except those in collective bargaining units, are eligible
to receive matching Company contributions. The Company may contribute any
factor from 0% to 50% of each participant's contribution up to the first 4%
of each participant's annual compensation. The factor the Company
contributed was 50% in 1997 and in 1996. One-half of the Company's
contribution is invested in Company stock and the other half is invested at
the participant's direction. Company contributions invested in Rogers
Corporation Stock were $253,101 and $211,278 for 1997 and 1996, respectively.
Additionally, participants chose to allocate $31,701 and $25,150 of the
remaining Company match to Rogers Corporation Stock.
- 7 -
<PAGE>
NOTES TO FINANCIAL STATEMENTS--CONTINUED
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
NOTE B--DESCRIPTION OF THE PLAN--CONTINUED
Participants may borrow from their fund accounts a minimum of $1,000 and to
a maximum equal to the lesser of $50,000 or 50 percent of their vested
account balance. Loan transactions are treated as a transfer to (from) the
investment fund from (to) the Participant Notes fund. Loan terms range
from one to five years or up to ten years for the purchase of a primary
residence. The loans are secured by the balance in the participant's
account and bear interest at a rate commensurate with local prevailing
rates as determined quarterly by the Plan administrator. Principal and
interest are paid ratably through monthly payroll deductions.
Each participant's account reflects the individual's pretax contribution,
the Company's contribution (if applicable), an allocation of Plan earnings,
and rollovers (if applicable). Total earnings by fund are allocated daily
to individual accounts.
Participants are 100% vested in their contributions and to the extent a
participant is not eligible for retirement he or she is vested as to the
Company's contributions at 25% after two years of continuous service,
increased by 25% for each additional year of continuous service up to 100%.
Upon early retirement, normal retirement, total disability, as defined by
the Plan, or death, a participant is 100% vested as to the Company's
contributions. Any participant who is terminated and not re-employed with
the Company within one year of termination forfeits his or her interest in
the nonvested portion of the Company contribution. If re-employed within
one year, the participant will recover his or her rights in this nonvested
portion.
A participant's tax-deferred contributions cannot be withdrawn prior to age
59-1/2 except for an immediate financial hardship, as defined by the Plan.
Company contributions can be drawn upon after five years in the Plan and a
participant can withdraw funds for any reason upon reaching age 59-1/2.
Upon early retirement, normal retirement, total disability, as defined by
the Plan, death, or any other termination of employment, a participant may
receive the value of the vested portion of his or her total account as of
the next valuation date offset by any outstanding Plan loans.
Certain assets amounting to approximately $825,000 are included in
participant contributions as a result of certain employees from the Bisco
Materials Unit becoming participants in the Rogers Employees Savings and
Investment Plan.
PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, participants would become 100% vested in their accounts.
- 8 -
<PAGE>
NOTES TO FINANCIAL STATEMENTS - CONTINUED
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
NOTE C-INVESTMENTS-CONTINUED:
<TABLE>
The activity for the individual accounts comprising the Equity Funds in the
Statement of Changes in Net Assets Available for Plan Benefits is shown
below:
<CAPTION>
Year Ended December 31, 1997
<S>
Account
Account 55F-
Account 55A- Warburg- Account Account
Account 55P- Fidelity Pincus Account Acocunt SA - B SA - 55NM
55Q- Fidelity Advisor Advisor SA - 55EV SA - 55E3 CIGNA Neuberger
Fidelity Equity- Growth Int'l Janus Lazard Stock & Berman
Puritan Income Opportunities Equity Worldwide Small Cap index Partners
Fund II Fund Fund Fund Fund Portfolio Account Account Total
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employees and
rollovers $ 366,848 $ 664,022 $ 811,847 $ 263,789 $ 68,216 $ 26,952 $ 174,254 $ 31,493 $ 2,407,421
Rogers
Corporation 26,976 51,618 49,629 21,459 4,239 2,261 3,020 2,488 161,690
---------------------------------------------------------------------------------------------------------------
393,824 715,640 861,476 285,248 72,455 29,213 177,274 33,981 2,569,111
Interfund
transfers, net (8,640) (773,764) (387,144) (445,959) 542,587 242,348 318,740 430,781 (81,051)
---------------------------------------------------------------------------------------------------------------
Total additions 385,184 (58,124) 474,332 (160,711) 615,042 271,561 496,014 464,762 2,488,060
DEDUCTIONS
Withdrawals and
forfeitures 79,227 103,302 94,041 27,545 31 11 66 22 304,245
---------------------------------------------------------------------------------------------------------------
Total deductions 79,227 103,302 94,041 27,545 31 11 66 22 304,245
---------------------------------------------------------------------------------------------------------------
Net additions
(deductions) 305,957 (161,426) 380,291 (188,256) 615,011 271,550 495,948 464,740 2,183,815
Net realized and
unrealized
appreciation
(depreciation)
in fair value of
investments 508,567 1,154,322 969,484 (36,832) (20,217) 3,893 24,329 17,544 2,621,090
---------------------------------------------------------------------------------------------------------------
NET INCREASE
(DECREASE) 814,524 992,896 1,349,775 (225,088) 594,794 275,443 520,277 482,284 4,804,905
Net assets
available for
plan benefits
at beginning
of year 2,145,025 4,461,848 3,215,043 1,323,490 - - - - 11,145,406
---------------------------------------------------------------------------------------------------------------
NET ASSETS
AVAILABLE
FOR PLAN
BENEFITS AT
END OF YEAR $2,959,549 $5,454,744 $4,564,818 $1,098,402 $594,794 $275,443 $ 520,277 $482,284 $15,950,311
===============================================================================================================
</TABLE>
- 9 -
<PAGE>
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
NOTE C-INVESTMENTS-CONTINUED:
The activity for the individual accounts comprising the Equity Funds in the
Statement of Changes in Net Assets Available for Plan Benefits is shown
below:
Account
Account 55F-
Account 55A- Warburg-
Account 55P- Fidelity Pincus
55Q- Fidelity Advisor Advisor
Fidelity Equity- Growth Int'l
Puritan Income II Opportunities Equity
Fund Fund Fund Fund Total
-----------------------------------------------------------
ADDITIONS
Contributions:
Employees and
rollovers $ 284,644 $ 529,731 $ 444,048 $ 226,607 $ 1,485,030
Rogers
Corporation 24,310 47,993 41,933 20,154 134,390
-----------------------------------------------------------
308,954 577,724 485,981 246,761 1,619,420
Interfund transfers 54,076 (42,283) (56,598) 95,223 50,418
-----------------------------------------------------------
Total additions 363,030 535,441 429,383 341,984 1,669,838
DEDUCTIONS
Withdrawals and
forfeitures 71,946 153,664 138,436 29,751 393,797
-----------------------------------------------------------
Total deductions 71,946 153,664 138,436 29,751 393,797
-----------------------------------------------------------
Net additions 291,084 381,777 290,947 312,233 1,276,041
Net realized and
unrealized
appreciation in
fair value of
investments 248,642 647,957 479,935 96,892 1,473,426
-----------------------------------------------------------
NET INCREASE 539,726 1,029,734 770,882 409,125 2,749,467
Net assets
available for
plan benefits
at beginning
of year 1,605,299 3,432,114 2,444,161 914,365 8,395,939
-----------------------------------------------------------
NET ASSETS
AVAILABLE
FOR PLAN
BENEFITS AT
END OF
YEAR $2,145,025 $4,461,848 $3,215,043 $1,323,490 $11,145,406
===========================================================
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<PAGE>
NOTES TO FINANCIAL STATEMENTS--CONTINUED
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
NOTE D--TRANSACTIONS WITH PARTIES-IN-INTEREST
During the years ended December 31, 1997 and 1996, the Plan entered into the
following transactions with parties-in-interest:
December 31
-------------------------------------------
1997 1996
-------------------------------------------
Shares Amount Shares Amount
-------------------------------------------
Rogers Corporation:
Purchases of capital stock 46,213.915 $1,620,502 35,655.187 $855,826
Sales of capital stock, at
market value 27,049.511 1,005,103 20,701.817 508,268
There were no other transactions with parties-in-interest that were
prohibited by ERISA Section 406 and for which there were no statutory or
administrative exception.
NOTE E--INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated November 26, 1996, that the Plan qualifies under Section 401(a)
of the Internal Revenue Code (IRC) and is, therefore, not subject to tax
under present income tax law. Once qualified, the Plan is required to
operate in conformity with the IRC to maintain its qualification. The RESIP
Committee is not aware of any course of action or series of events that have
occurred that might adversely affect the Plan's qualified status.
NOTE F--YEAR 2000 ISSUE (UNAUDITED)
The Plan sponsor has developed a plan to modify its internal information
technology to be ready for the year 2000 and has begun converting critical
data processing systems. The project also includes determining whether third
party service providers have reasonable plans in place to become year 2000
ready. The Plan sponsor currently expects the project to be substantially
complete by early 1999. Costs related to the Year 2000 project will be
primarily borne by the Plan sponsor and third party service providers. The
Plan sponsor does not expect this project to have significant effect on Plan
operations.
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<PAGE>
Supplemental Schedules
<PAGE>
LINE 27a - ASSETS HELD FOR INVESTMENT PURPOSES
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
December 31, 1997
Description of Invest-
ment Including Maturity
Identity of Issue Date, Rate of Interest, Current
or Borrower Par or Maturity Value Cost Value
- ----------------------------------------------------------------------------
Equity Funds
CIGNA Pooled Separate
Accounts:*
55Q - Fidelity Puritan
Fund 112,113.111 units of $ 2,258,204 $ 2,959,549
participation
55P - Fidelity Equity-
Income II Fund 155,532.125 units of 3,920,090 5,454,744
participation
55A - Fidelity Advisor
Growth Opportunities
Fund 72,709.344 units of 3,356,051 4,564,818
participation
55F - Warburg Pincus
Advisor International
Equity Fund 48,770.878 units of 1,099,068 1,098,402
participation
SA - 55EV - Janus
Worldwide Fund 13,873.905 units of 601,693 594,794
participation
SA - 55E3 - Lazard
Small Cap Portfolio 11,719.731 units of 271,479 275,443
participation
SA - 55NM - Neuberger &
Berman Partners
Account 23,995.881 units of 470,475 482,284
participation
SA-B - CIGNA Stock
Index Account 10,226.637 units of
participation 678,149 520,277
----------- -----------
12,655,209 15,950,311
Fixed Income Fund
CIGNA Guaranteed Long-Term
Fund* 399,806.677 units of
participation 12,121,263 12,121,263
Rogers Stock Fund
Capital Stock:
Rogers Corporation* 142,377.499 shares 4,094,633 5,872,830
Loan Fund
Participant loans Participant loans,
interest from 6.5%
to 10% - 807,112
----------- -----------
$28,871,105 $34,751,516
=========== ===========
* Indicates party-in-interest to the Plan.
- 12 -
<PAGE>
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
Year Ended December 31, 1997
Current
Identity Value
of of Asset on Net
Party Description Purchase Selling Cost of Transaction Gain/
Involved of Assets Price Price Asset Date (Loss)
Category (i)--Individual transactions in excess of 5% of plan assets
CIGNA* Principal
Mutual
Life
Insurance
Company
Contract
#4-10396,
4.820%
Sold in 1
transaction $ 2,388,558 $ 2,388,558 $ 2,388,558
Category (iii)--A series of securities transactions in excess of 5% of plan
assets
CIGNA* CIGNA
Guaranteed
Long-Term
Fund
Purchased
516,158.067
units in 83
transactions $13,987,875 13,987,875 13,987,875
Sold
116,351.390
units in 111
transactions 2,311,794 2,311,794 2,311,794
Fixed Income
Fund
Purchased
21,679.783
units in 24
transactions 530,757 530,757 530,757
Sold
420,226.621
units in 42
transactions 11,768,946 11,768,946 11,768,946
Pooled Separate
Accounts:
55P - Fidelity
Equity-Income
II Fund
Purchased
46,867.902
units in 85
transactions 1,475,317 1,475,317 1,475,317
Sold
53,169.419
units in 112
transactions 1,632,588 1,228,699 1,632,588 $403,889
55A - Fidelity
Advisor Growth
Opportunities
Fund
Purchased
37,571.750
units in 84
transactions 2,086,815 2,086,815 2,086,815
Sold
30,698.013
units in 104
transactions 1,700,391 1,304,236 1,700,391 396,155
55F - Warburg
Pincus Advisor
International
Equity Fund
Purchased
21,911.466
units in 50
transactions 548,225 548,225 548,225
Sold
29,315.632
units in 103
transactions 731,325 641,657 731,325 89,668
55Q - Fidelity
Puritan Fund
Purchased
57,327.991
units in 67
transactions 1,366,246 1,366,246 1,366,246
Sold
44,658.882
units in 83
transactions 1,133,866 911,775 1,133,866 222,091
- 13 -
<PAGE>
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
Year Ended December 31, 1997
Current
Identity Value
of of Asset on Net
Party Description Purchase Selling Cost of Transaction Gain/
Involved of Assets Price Price Asset Date (Loss)
SA-55EV - Janus
Worldwide Fund
Purchased
21,857.877
units in 51
transactions 952,437 952,437 952,437
Sold
7,983.972
units in 24
transactions 339,788 350,744 339,788 (10,956)
SA-55E3 - Lazard
Small Cap
Portfolio
Purchased
22,862.869
units in 45
transactions 530,139 530,139 530,139
Sold
11,143.138
units in 17
transactions 258,397 258,660 258,397 (263)
SA-55NM - Neuberger
& Berman
Partners
Account
Purchased
29,690.799
units in 45
transactions 579,645 579,645 579,645
Sold
5,694.918
units in 15
transactions 113,057 109,170 113,057 3,887
SA-B - CIGNA
Stock Index
Account
Purchased
17,018.850
units in 48
transactions 1,006,082 1,006,082 1,006,082
Sold
6,792.213
units in 20
transactions 332,145 327,933 332,145 4,212
Rogers Rogers Corporation
Corpor- Common Stock
ation* Purchased
46,213.915
shares in 86
transactions 1,620,502 1,620,502 1,620,502
Sold
27,049.511
shares in 78
transactions 1,005,103 750,950 1,005,103 254,153
There were no category (ii) or (iv) transactions during 1997.
* Indicates party-in-interest to the Plan.
- 14 -
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration Statements
(Form S-8 Nos. 2-84992, 33-15119, 33-21121, 33-38219, 33-64314, 33-44087,
33-53353, and 333-14419) pertaining to the Rogers Employee Savings and
Investment Plan of Rogers Corporation of our report dated May 8, 1998,
with respect to the financial statements and schedules of the Rogers
Employee Savings and Investment Plan included in this Annual Report
(Form 11-K) for the year ended December 31, 1997.
ERNST & YOUNG LLP
Providence, Rhode Island
June 19, 1998
- 15 -
<PAGE>
