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 2, 2000
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 March 1, 2000
was $427,378,461.
The number of shares of Capital Stock, $1 par value,
outstanding as of March 1, 2000 was 7,393,179.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's annual report to shareholders for
the fiscal year ended January 2, 2000 are incorporated by
reference into Parts I and II.
Portions of the proxy statement for the Registrant's 2000 annual
meeting of stockholders to be held April 18, 2000, are incorporated
by reference into Part III.
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*.
<PAGE>
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 and December 21, 1999).
The October 18, 1996 restatement and amendment was filed
as Registration Statement No. 333-14419 on Form S-8 dated
October 18, 1996. The December 21, 1999 restatement and
amendment was filed as Exhibit 10e to the 1999 Form 10-K.*
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*.
10h Rogers Corporation 1994 Stock Compensation Plan** (as
restated and amended on October 17, 1996 and amended on
December 18, 1997). The 1994 plan, as amended and
restated on October 17, 1996, was filed as Exhibit 10h to
the 1996 Form 10-K. The 1997 amendment was filed as
Exhibit 10h to the 1997 Form 10-K*.
10i Rogers Corporation Voluntary Deferred Compensation Plan
for Non-Employee Directors** (1994, as amended December
26, 1995, December 27, 1996 and as restated and amended
December 21, 1999). The 1994 plan, the December 26, 1995,
the December 27, 1996 amendments and the December 21, 1999
restatement and amendment were filed as Exhibit 10i to the
1994 Form 10-K, 1995 Form 10-K, 1996 Form 10-K, and the
1999 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,
April 16, 1996 and as restated and amended on December 21,
1999). The 1993 plan and the 1994 amendments were filed
as Exhibit 10j to the 1994 Form 10-K. The 1995 and 1996
amendments, and the 1999 restatement and amendment were
filed as Exhibit 10j to the 1995 , Form 10-K , 1996 Form
10-K, and the 1999 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 (1998, as
amended September 9, 1999 and December 21, 1999).** The
1998 Plan was filed as Registration Statement No. 333-
50901 on April 24, 1998*. The September 9, 1999 and
December 21, 1999 amendments were filed as Exhibit 10l to
the 1999 Form 10-K*.
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, 1999
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, 1999
Report of Ernst & Young LLP, Independent Auditors ....................... 1
Statements of Net Assets Available for Benefits.......................... 2
Statements of Changes in Net Assets Available for Benefits .............. 3
Notes to Financial Statements............................................ 4
Schedule H, Line 4i - Schedule of Assets Held for Investment
Purposes at End of Year .............................................. 11
Schedule H, Line 4j - Schedule of Reportable Transactions .............. 12
Consent of Independent Auditors ........................................ 13
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
Rogers Employee Savings and
Investment Plan Committee
Rogers Corporation
We have audited the accompanying statements of net assets available for
benefits of Rogers Employee Savings and Investment Plan as of December 31,
1999 and 1998, and the related statements of changes in net assets
available for 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 auditing standards generally
accepted in the United States. 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 benefits of the Plan
at December 31, 1999 and 1998, and the changes in its net assets available
for benefits for the years then ended, in conformity with accounting
principles generally accepted in the United States.
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 at end of year as of
December 31, 1999, 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 audits of the financial statements and, in our
opinion, are fairly stated in all material respects in relation to the
financial statements taken as a whole.
ERNST & YOUNG LLP
Providence, Rhode Island
May 12, 2000
-1-
<PAGE>
Rogers Employee Savings and Investment Plan
Statements of Net Assets Available for Benefits
December 31
1999 1998
---------------------------
Assets:
Investments (Note C):
At fair value $28,559,065 $25,480,344
At contract value 17,561,332 13,164,211
Participant's notes receivable 829,061 907,607
----------------------------
Net assets available for plan benefits $46,949,458 $39,552,162
============================
See notes to financial statements.
-2-
<PAGE>
Rogers Employee Savings and Investment Plan
Statements of Changes in Net Assets Available for Benefits
Year ended December 31
1999 1998
-----------------------
Additions:
Investment Income:
Net appreciation in fair value
of investments (Note C) $ 4,488,928 $ 1,509,342
Interest 869,503 811,337
------------------------
5,358,431 2,320,679
------------------------
Contributions:
Participant 3,511,622 3,214,476
Employer 716,253 702,675
------------------------
4,227,875 3,917,151
------------------------
Total additions 9,586,306 6,237,830
------------------------
Deductions:
Distributions to participants 2,180,457 1,432,650
Administrative expenses 8,553 4,534
------------------------
Total deductions 2,189,010 1,437,184
------------------------
Net increase 7,397,296 4,800,646
Net assets available for benefits:
Beginning of year 39,552,162 34,751,516
------------------------
End of year $46,949,458 $39,552,162
========================
See notes to financial statements.
-3-
<PAGE>
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
Years Ended December 31, 1999 and 1998
NOTE A--DESCRIPTION OF THE PLAN
The Rogers Employee Savings and Investment Plan (the Plan or 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 1999 and 1998,
18% of their annual compensation, or highly compensated limitations mandated by
non-discrimination testing. Since July 1, 1999, participant contributions
are allocated in any combination of the following fifteen available
investment options.
A. Fixed Income Fund - invested in the CIGNA Guaranteed Long-Term Fund
which is invested primarily in intermediate-term bonds and
commercial mortgages.
B. Equity Funds - the following equity fund options represent pooled
separate accounts of CIGNA:
1. Account SA-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. (Eliminated effective October 1, 1999).
2. Account SA-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 SA-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 SA-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. (Eliminated effective
October 1, 1999).
-4-
<PAGE>
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
(continued)
NOTE A--DESCRIPTION OF THE PLAN (continued)
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.
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.
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. (Eliminated effective October 1, 1999).
8. Account SA-B - invested solely in the CIGNA Large Company
Stock Index Account, a mutual fund consisting of investments
in common stock representing the S&P 500 Index and S&P 500
Index futures instruments.
9. Account SA-55E2 - invested solely in the Lazard International
Equity Account, a mutual fund consisting of investments
primarily in the equity securities of relatively large
companies outside the U.S. that are inexpensively priced
relative to their earnings, cash flow or asset values.
(Contributions effective July 1, 1999).
10. Account SA-CFB - invested solely in the CIGNA Charter Balanced
Fund I, a mutual fund that seeks to achieve a high total return
on investment through capital appreciation and current income
by investing in a combination of equity and fixed income
securities. (Contributions effective July 1, 1999).
11. Account SA-CG - investing solely in the CIGNA Charter Large
Company Stock-Growth Fund, a mutual fund that seeks to provide
investors with consistent, competitive investments results
through the selection of large capitalization growth stocks
and be managing risk in all market conditions.
(Contributions effective July 1, 1999).
12. Account SA-FTF - investing solely in the CIGNA Charter Small
Company Stock-Growth Fund, a mutual fund that seeks to achieve
long-term capital appreciation. (Contributions effective
July 1, 1999).
-5-
<PAGE>
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
(continued)
NOTE A--DESCRIPTION OF THE PLAN (continued)
13. Account SA-MCG - investing solely in the CIGNA Midsize Company
Stock-Growth Fund, a mutual fund that seeks to achieve
long-term growth of capital, outperform the Russell Midcap
Index over full market cycles and perform in the top half of
the peer group of similar style mid cap growth managers.
(Contributions effective July 1, 1999).
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, as determined by
the Board of Directors. The Company contributed 50% of the first 5% of each
participant's annual compensation in 1999 and 1998. The matching Company
contribution is invested in Company stock.
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 terms range from one month 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.
-6-
<PAGE>
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
(continued)
NOTE A--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.
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 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.
NOTE B--SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
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. 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 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 5.70% for 1999 and 6.13% for 1998. The crediting interest rate was
6.40% for 1999 and ranged from 6.05% to 6.20% in 1998.
-7-
<PAGE>
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
(continued)
NOTE B--SIGNIFICANT ACCOUNTING POLICIES (continued)
Reclassification
The Plan has adopted Statement of Position 99-3, "Accounting for and
Reporting of Certain Defined Contribution Benefit Plan Investments and Other
Disclosure Matters," for the 1999 financial statement presentation.
Accordingly, the 1998 amounts have been reclassified to conform with
Statement of Position 99-3.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
changes therein, and disclosure of contingent assets and liabilities.
Actual results could differ from those estimates.
Administrative Expenses
The majority of the costs and expenses incurred in connection with the
operation of the Plan have been borne by Rogers Corporation.
NOTE C--INVESTMENTS
The following presents investments that represent five percent or more of
the Plan's net assets.
December 31
1999 1998
------------------------
CIGNA Guaranteed Long-Term Fund $17,561,332 $13,164,211
Fidelity Equity-Income II Fund 6,084,904 6,742,073
Fidelity Advisor Growth Opportunities Fund 5,420,631 5,730,519
Janus Worldwide Fund 3,657,541 1,104,520
Fidelity Puritan Fund - 3,250,732
Rogers Stock Fund 8,355,388* 5,581,094*
* Nonparticipant - directed
-8-
<PAGE>
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
(continued)
NOTE C--INVESTMENTS (continued)
During 1999 and 1998, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
in value as follows:
1999 1998
-------------------------
Equity Funds $2,558,325 $3,085,794
Rogers Stock Fund 1,930,603 (1,576,452)
-------------------------
$4,488,928 $1,509,342
=========================
NOTE D--NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets available for plan benefits and the
significant components of changes in net assets available for benefits
related to the nonparticipant-directed investments is as follows:
1999 1998
------------------------
Net Assets:
Rogers Common Stock $8,355,388 $5,581,094
========================
Changes in Net Assets:
Contributions:
Participant $ 380,845 $ 376,882
Employer 716,253 702,675
Net appreciation (depreciation) 1,930,603 (1,576,452)
Distributions to participants (241,230) (144,226)
Transfers to participant-directed investments (3,624) 353,919
Administrative expenses (8,553) (4,534)
------------------------
$2,774,294 $ (291,736)
========================
NOTE E--TRANSACTIONS WITH PARTIES-IN-INTEREST
During the years ended December 31, 1999 and 1998, the Plan entered into the
following transactions with parties-in-interest:
December 31
1999 1998
----------------------------------------------
Shares Amount Shares Amount
----------------------------------------------
Rogers Corporation:
Purchases of capital stock 88,951.769 $2,760,719 60,069.098 $1,913,606
Sales of capital stock, at
market value 56,787.246 1,923,627 19,102.599 672,218
-9-
<PAGE>
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
(continued)
NOTE F--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.
-10-
<PAGE>
Supplemental Schedules
<PAGE>
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT END OF YEAR
EIN NO: 06-0513860 PLAN NO: 006
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
December 31, 1999
Description of Invest-
ment Including Maturity
Identity of Issue Date, Rate of Interesr Current
or Borrower Par or Maturity Value Cost Value
----------------------------------------------------------------------------
Equity Funds
------------
CIGNA Pooled Separate
Accounts:*
SA-FTF- CIGNA Charter
Small Company Stock 37,523.749 units of
Growth Fund participation $ 588,348
SA-55P - Fidelity 136,803.370 units of
Equity-Income II Fund participation 6,084,904
SA-55A - Fidelity Advisor
Growth Opportunities Fund 67,038.370 units of
participation 5,420,631
SA-CFB - CIGNA Charter 41,149.813 units of
Balanced Fund I participation 435,831
SA - 55EV - Janus 40,876.174 units of
Worldwide Fund participation 3,657,541
SA-CG - CIGNA Charter
Large Company Stock- 60,421.202 units of
Growth Fund participation 1,074,655
SA-MCG- CIGNA Midsize 17,744.271 units of
Company Stock-Growth Fund participation 200,437
SA - 55E3 - Lazard Small 21,066.541 units of
Cap Portfolio participation 438,619
SA55E2- Lazard
International Equity 15,913.767 units of
Account participation 345,402
SA-B - CIGNA Large Company 24,851.658 units of
Stock Index Account participation 1,957,309
----------
20,203,677
Fixed Income Fund
-----------------
CIGNA Guaranteed Long-Term 511,329.056 units of
Fund* participation 17,561,332
Rogers Stock Fund (Non-
Participant Directed)
------------------------
Capital Stock:
Rogers Corporation* 215,508.522 shares $6,538,493 8,355,388
Loan Fund
-----------------------
Participant loans * Participant loans,
interest from
6.5% to 10.0% 829,061
-----------------------
$6,538,493 $46,949,458
=======================
* Indicates party-in-interest to the Plan.
-11-
<PAGE>
Schedule H, Line 4j - SCHEDULE OF REPORTABLE TRANSACTIONS
EIN NO: 06-0513860 PLAN NO: 006
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
Year Ended December 31, 1999
Current
value
of Asset
Identity on Trans- Net
of Party Description Purchase Selling Cost action Gain/
Involved of Assets Price Price of Asset Date (Loss)
-------- -------------- --------- ---------- --------- ---------- --------
Category (iii)--A series of securities transactions in excess of
5% of plan assets
-----------------------------------------------------------------
Rogers Rogers
Corpor- Corporation
ation Common Stock
Purchased
88,951.769
shares in 109
transactions $2,760,719 $2,760,719 $2,760,719
Sold 56,787.246
shares in 119
transactions $1,923,627 1,669,214 1,923,627 $254,413
There were no category (i), (ii) or (iv) reportable transactions during 1999.
* Indicates party-in-interest to the Plan.
-12-
<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 12, 2000,
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, 1999.
ERNST & YOUNG LLP
Providence, Rhode Island
June 16, 2000
