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 January 3, 1999
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, 1999 was $194,740,286.
The number of shares of Capital Stock, $1 par value,
outstanding as of February 25, 1999 was 7,621,266.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's annual report to shareholders for
the fiscal year ended January 3, 1999 are incorporated by
reference into Parts I and II.
Portions of the proxy statement for the Registrant's 1999 annual
meeting of stockholders to be held April 22, 1999, 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*.
3k Articles of Amendment, as filed with the Secretary of
State of the Commonwealth of Massachusetts on May 8, 1998,
were filed as Exhibit 3k to the 1998 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*.
<PAGE>
10g Rogers Corporation Deferred Compensation Plan** (1986) was
filed as Exhibit 10e to the 1987 Form 10-K*.
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.
10l Rogers Corporation 1998 Stock Incentive Plan** was filed
as Registration Statement No.
333-50901 on April 24, 1998*.
13 Portions of the Rogers Corporation 1998 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.
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, 1998
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, 1998
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, 1998 and 1997, 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, 1998 and 1997, 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 performed 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, 1998,
and reportable transactions for the year then ended, are presented for
purposes of additional analysis and are not a required part of the
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. These
supplemental schedules are the responsibility of the Plan's management.
The supplemental schedules have been subjected to the auditing procedures
applied in our audit of the 1998 financial statements and, in our opinion,
are fairly stated in all material respects in relation to the 1998
financial statements taken as a whole.
ERNST & YOUNG LLP
Providence, Rhode Island
May 14, 1999
- 1 -
<PAGE>
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
<TABLE>
<CAPTION>
December 31, 1998
---------------------------------------------------------
Fixed Rogers
Equity Income Stock Loan
Funds Fund Fund Fund Total
----------- ----------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments--Note B:
CIGNA Pooled Separate
Accounts:
55Q - Fidelity Puritan
Fund $ 3,250,732 $ 3,250,732
55P - Fidelity Equity-
Income II Fund 6,742,073 6,742,073
55A - Fidelity Advisor
Growth Opportunities
Fund 5,730,519 5,730,519
55F - Warburg-Pincus
Advisor International
Equity Fund 1,089,805 1,089,805
SA-55EV - Janus Worldwide
Fund 1,104,520 1,104,520
SA-55E3 - Lazard Small Cap
Portfolio 336,136 336,136
SA-B - CIGNA Stock Index
Account 1,039,934 1,039,934
SA-55NM - Neuberger &
Berman Partners
Account 605,531 605,531
CIGNA Guaranteed Long-Term
Fund $13,164,211 13,164,211
Capital stock of Rogers
Corporation $ 5,581,094 5,581,094
Participants Notes Receivable $ 907,607 907,607
----------- ----------- ----------- --------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $19,899,250 $13,164,211 $ 5,581,094 $ 907,607 $39,552,162
=========== =========== =========== ========= ===========
</TABLE>
See notes to financial statements.
- 2 -
<PAGE>
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
<TABLE>
<CAPTION>
December 31, 1997
---------------------------------------------------------
Fixed Rogers
Equity Income Stock Loan
Funds Fund Fund Fund Total
----------- ----------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C>
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
=========== =========== =========== ========= ===========
</TABLE>
See notes to financial statements.
- 3 -
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
<TABLE>
<CAPTION>
Year Ended December 31, 1998
---------------------------------------------------------
Fixed Rogers
Equity Income Stock Loan
Funds Fund Fund Fund Total
----------- ----------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C>
ADDITIONS
Investment income:
Interest $ 735,971 $ 75,366 $ 811,337
Contributions:
Employees and rollovers $ 2,094,398 743,196 $ 376,882 3,214,476
Rogers Corporation 702,675 702,675
----------- ----------- ----------- -----------
2,094,398 743,196 1,079,557 3,917,151
Interfund transfers, net (709,202) 282,999 353,919 72,284 --
----------- ----------- ----------- --------- -----------
Total additions 1,385,196 1,762,166 1,433,476 147,650 4,728,488
DEDUCTIONS
Administrative expenses 4,534 4,534
Withdrawals and forfeitures 522,003 719,266 144,226 47,155 1,432,650
----------- ----------- ----------- --------- -----------
Total deductions 522,003 719,266 148,760 47,155 1,437,184
----------- ----------- ----------- --------- -----------
Net additions 863,193 1,042,900 1,284,716 100,495 3,291,304
Net realized and unrealized
appreciation (depreciation)
in fair value of
investments 3,085,746 48 (1,576,452) -- 1,509,342
----------- ----------- ----------- --------- -----------
NET INCREASE (DECREASE) 3,948,939 1,042,948 (291,736) 100,495 4,800,646
Net assets available for
plan benefits at
beginning of year 15,950,311 12,121,263 5,872,830 807,112 34,751,516
----------- ----------- ----------- --------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AT END
OF YEAR $19,899,250 $13,164,211 $ 5,581,094 $ 907,607 $39,552,162
=========== =========== =========== ========= ===========
</TABLE>
See notes to financial statements.
- 4 -
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
<TABLE>
<CAPTION>
Year Ended December 31, 1997
---------------------------------------------------------
Fixed Rogers
Equity Income Stock Loan
Funds Fund Fund Fund Total
----------- ----------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C>
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
=========== =========== =========== ========= ===========
</TABLE>
See notes to financial statements.
- 5 -
<PAGE>
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
Years Ended December 31, 1998 and 1997
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 are valued at contract value as estimated by CIGNA,
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 6.13% for 1998 and 6.03% for 1997.
The crediting interest rate was 6.20% for the first six months of 1998 and
6.05% for the final six months of 1998.
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.
Effective January 1, 1999 the one month waiting period was eliminated. 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 $10,000 in 1998 and $9,500 in
1997, 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. Effective January 1, 1998 the
percentage may be determined by the Board of Directors. The Company
contributed 50% of the first 4% in 1997 and 50% of the first 5% in 1998.
Effective January 1,1998, 100% of the Company's contribution is invested in
Company stock. In 1997 one-half of the Company's contribution was invested
in Company stock and the other half was invested at the participant's
direction. Company contributions invested in Rogers Corporation Stock were
$702,715 and $253,101 for 1998 and 1997, respectively. Additionally,
participants chose to allocate $31,701 of the remaining 1997 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 fifteen 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 periodically by the Plan administrator. Principal and interest
are paid ratably through 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.
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:
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:
<TABLE>
<CAPTION>
Year Ended December 31, 1998
------------------------------------------------------------------------------------------------------------
Account
Account 55F -
Account 55A - Warburg- Account Account
Account 55P - Fidelity Pincus Account Account 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 $ 296,326 $ 570,656 $ 536,775 $ 178,540 $ 182,160 $ 82,820 $ 130,793 $116,328 $ 2,094,398
Interfund
transfers, net (279,238) (372,032) (405,822) (93,539) 191,564 34,314 232,751 (17,200) (709,202)
------------------------------------------------------------------------------------------------------------
Total additions 17,088 198,624 130,953 85,001 373,724 117,134 363,544 99,128 1,385,196
DEDUCTIONS
Withdrawals and
forfeitures 181,743 99,241 62,475 138,619 26,598 1,728 10,889 710 522,003
------------------------------------------------------------------------------------------------------------
Total deductions 181,743 99,241 62,475 138,619 26,598 1,728 10,889 710 522,003
------------------------------------------------------------------------------------------------------------
Net additions
(deductions) (164,655) 99,383 68,478 (53,618) 347,126 115,406 352,655 98,418 863,193
Net realized and
unrealized
appreciation
(depreciation)
in fair value of
investments 455,838 1,187,946 1,097,223 45,021 162,600 (54,713) 167,002 24,829 3,085,746
------------------------------------------------------------------------------------------------------------
NET INCREASE
(DECREASE) 291,183 1,287,329 1,165,701 (8,597) 509,726 60,693 519,657 123,247 3,948,939
Net assets
available for
plan benefits
at beginning 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
------------------------------------------------------------------------------------------------------------
NET ASSETS
AVAILABLE FOR
PLAN BENEFITS
AT END OF YEAR $3,250,732 $6,742,073 $5,730,519 $1,089,805 $1,104,520 $336,136 $1,039,934 $605,531 $19,899,250
============================================================================================================
</TABLE>
- 9 -
<PAGE>
NOTES TO FINANCIAL STATEMENTS - CONTINUED
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:
<TABLE>
<CAPTION>
Year Ended December 31, 1997
------------------------------------------------------------------------------------------------------------
Account
Account 55F -
Account 55A - Warburg- Account Account
Account 55P - Fidelity Pincus Account Account 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>
- 10 -
<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, 1998 and 1997, the Plan entered into the
following transactions with parties-in-interest:
December 31
----------------------------------------------
1998 1997
----------------------------------------------
Shares Amount Shares Amount
----------------------------------------------
Rogers Corporation:
Purchases of capital stock 60,069.098 $1,913,606 46,213.915 $1,620,502
Sales of capital stock, at
market value 19,102.599 672,218 27,049.511 1,005,103
There were no other transactions with parties-in-interest that were
prohibited by ERISA Section 406 and for which there was no statutory or
administrative exceptions.
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 determined that it will be necessary to take certain
steps in order to ensure that the Plan's information systems are prepared to
handle year 2000 dates. The Plan Sponsor is taking a two phase approach.
The first phase addresses internal systems that must be modified or replaced
to function properly. Both internal and external resources are being
utilized to replace or modify existing software applications, and test the
software and equipment for the year 2000 modifications. The Plan Sponsor
anticipates substantially completing this phase of the project by June 1999.
Costs associated with modifying software and equipment are not estimated to
be significant and will be paid by the Plan Sponsor.
For the second phase of the project, Plan management established formal
communications with its third party service providers to determine that they
have developed plans to address their own year 2000 problems as they relate
to the Plan's operations. All third party service providers have indicated
that they will be year 2000 compliant by early 1999. If modification of data
processing systems of either the Plan, the Plan Sponsor, or its service
providers are not completed timely, the year 2000 problem could have a
material impact on the operations of the Plan. Plan management has not
developed a contingency plan, because they are confident that all systems
will be year 2000 ready.
- 11 -
<PAGE>
Supplemental Schedules
<PAGE>
LINE 27a - ASSETS HELD FOR INVESTMENT PURPOSES
EIN NO: 06-0513860 PLAN NO: 006
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
December 31, 1998
Description of Invest-
ment Including Maturity
Identity of Issuer Date, Rate of Interest, Current
or Borrower Par or Maturity Value Cost Value
- ---------------------------- ----------------------- ----------- -----------
Equity Funds
CIGNA Pooled Separate
Accounts:*
55Q - Fidelity Puritan 106,235.802 units of
Fund participation $ 2,319,554 $ 3,250,732
55P - Fidelity Equity- 157,233.675 units of
Income II Fund participation 4,356,191 6,742,073
55A - Fidelity Advisor
Growth Opportunities 73,609.324 units of
Fund participation 3,722,502 5,730,519
55F - Warburg Pincus
Advisor Int'l 46,423.996 units of
Equity Fund participation 1,059,041 1,089,805
SA - 55EV - Janus
Worldwide 20,565.303 units of
Fund participation 1,008,119 1,104,520
SA - 55E3 - Lazard Small 16,447.120 units of
Cap Portfolio participation 372,261 336,136
SA - 55NM - Neuberger &
Berman
Partners 28,517.623 units of
Account participation 573,154 605,531
SA-B - CIGNA Stock Index 15,934.083 units of
Account participation 886,195 1,039,934
----------- -----------
14,297,017 19,899,250
Fixed Income Fund
CIGNA Guaranteed Long-Term 405,098.350 units of
Fund* participation 13,164,211 13,164,211
Rogers Stock Fund
Capital Stock:
Rogers Corporation* 183,343.998 shares 5,440,389 5,581,094
Loan Fund Participant loans,
Participant loans interest from 6.5%
to 10.0% -- 907,607
----------- -----------
$32,901,617 $39,552,162
=========== ===========
* Indicates party-in-interest to the Plan.
- 12 -
<PAGE>
<TABLE>
<CAPTION>
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
EIN NO: 06-0513860 PLAN NO: 006
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
Year Ended December 31, 1998
Current
Value
Identity of Asset on Net
of Party Purchase Selling Cost of Transaction Gain/
Involved Description of Assets Price Price Asset Date (Loss)
- ------------ --------------------- ---------- ---------- ---------- ----------- --------
Category (iii)--A series of securities transactions in excess of 5% of plan assets
- ----------
<S> <C> <C> <C> <C> <C> <C>
CIGNA* CIGNA Guaranteed
Long-Term Fund
Purchased 144,837.527
units in 113
transactions $4,512,746 $4,512,746 $4,512,746
Sold 139,545.854
units in 150
transactions $4,205,771 4,205,771 4,205,771
Pooled Separate
Accounts:
55P - Fidelity Equity-
Income II Fund
Purchased 35,965.677
units in 61
transactions 1,393,729 1,393,729 1,393,729
Sold 34,264.127
units in 128
transactions 1,336,325 957,628 1,336,325 $328,697
55A - Fidelity Advisor
Growth
Opportunities
Fund
Purchased 17,099.235
units in 59
transactions 1,151,951 1,151,951 1,151,951
Sold 16,199.255
units in 113
transactions 1,083,473 785,500 1,083,473 297,973
SA-55EV - Janus
Worldwide
Fund
Purchased 29,543.949
units in 79
transactions 1,484,867 1,484,867 1,484,867
Sold 22,852.551
units in 59
transactions 1,135,800 1,078,441 1,135,800 57,359
Rogers Rogers Corporation
Corporation* Common Stock
Purchased 60,069.098
shares in 81
transactions 1,913,607 1,913,607 1,913,607
Sold 19,102.599
shares in 118
transactions 672,218 567,851 672,218 104,367
</TABLE>
- 13 -
<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 14, 1999, 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, 1998.
ERNST & YOUNG LLP
Providence, Rhode Island
June 17, 1999
- 14 -
