FORM 10Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[ X ] QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the Quarterly Period Ended June 30, 1994
-------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
Commission file number 1-4743
------
Standard Motor Products, Inc.
- - --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 11-1362020
- - -------------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer)
incorporation or organization) Identification No.)
37-18 Northern Blvd., Long Island City, N.Y. 11101
- - -------------------------------------------- --------------------------
(Address of principal executive offices) (Zip Code)
(718) 392-0200
- - --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
None
- - --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report.)
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 period 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 the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
Date Class Shares Outstanding
- - ----------------- ----------------- ---------------------
June 30, 1994 Common Stock 13,111,226
- - ----------------- ----------------- ---------------------
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
INDEX TO FINANCIAL AND OTHER INFORMATION
JUNE 30, 1994
PART I - FINANCIAL INFORMATION
______________________________
Item 1 Page No.
______ ________
CONSOLIDATED BALANCE SHEETS 2 & 3
June 30, 1994 and December 31, 1993
CONSOLIDATED STATEMENTS OF EARNINGS AND 4
RETAINED EARNINGS for the Three-Month and
Six-Month periods ended June 30, 1994 and 1993
CONSOLIDATED STATEMENTS OF CASH FLOWS for the Six-Month 5 & 6
periods ended June 30, 1994 and 1993
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7 - 10
Item 2
______
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 11 & 12
CONDITION AND RESULTS OF OPERATIONS
PART II - OTHER INFORMATION
___________________________
Item 4
______
Submission of matters to a vote of Security Holders 13
Item 6
______
Exhibits and Reports on Form 8K 13
Signature 14
-1-
[CAPTION]
<TABLE>
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
ASSETS
______
<CAPTION>
June 30, December 31,
1994 1993
___________ ___________
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,683 $ 12,346
Marketable securities (Note 2) 7,674 11
Accounts and notes receivable, net of
allowance for doubtful accounts and
discounts of $7,141 (1993 - $5,536) 147,352 97,754
Inventories (Note 3) 164,503 164,150
Prepaid taxes based on earnings 48 974
Deferred income taxes 17,460 17,460
Prepaid expenses and other current assets 9,081 11,100
__________ __________
Total current assets 348,801 303,795
Property, plant and equipment, net of
accumulated depreciation (Note 4) 102,392 103,004
Other assets:
Receivables due after one year 551 2,645
Sundry (Note 9) 13,520 13,893
__________ __________
Total assets $ 465,264 $ 423,337
__________ __________
__________ __________
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
-2-
[CAPTION]
<TABLE>
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except for shares and per share data)
LIABILITIES AND STOCKHOLDERS' EQUITY
____________________________________
<CAPTION>
June 30, Decemb
1994 1993
___________ ___________
(Unaudited)
<S> <C> <C>
Current liabilities:
Notes payable - banks $ 36,400 $ 5,100
Current portion of long-term debt (Note 7) 5,551 4,935
Accounts payable 40,683 41,373
Sundry payables and accrued expenses 47,406 32,033
Taxes based on earnings - 4,617
Taxes (other than those based on earnings) 898 1,332
Payroll and commissions 8,169 10,173
__________ __________
Total current liabilities 139,107 99,563
Long-term debt (Note 7) 125,705 130,514
Deferred income taxes 3,625 3,625
Postretirement benefits other than pensions 12,127 11,452
__________ __________
Total liabilities 280,564 245,154
Commitments and contingencies (Note 7)
Stockholders' equity (Notes 6, 7 and 8):
Common stock-par value $2.00 per share
Authorized - 30,000,000 shares
Issued - 13,324,476 shares in 1994
and 13,309,976 shares in 1993
(including 213,250 and 5,000 shares held as 26,649 26,620
treasury shares in 1994 and 1993, respectively)
Capital in excess of par value 2,220 2,120
Loan to E.S.O.P. (6,705) (8,385)
Minimum pension liability adjustment (581) (581)
Retained earnings 167,299 158,456
Foreign currency translation adjustment (15) 69
__________ __________
188,867 178,299
Less: treasury stock-at cost 4,167 116
__________ __________
Total stockholders' equity 184,700 178,183
__________ __________
Total liabilities and stockh $ 465,264 $ 423,337
__________ __________
__________ __________
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
-3-
[CAPTION]
<TABLE>
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS AND RETAINED EARNINGS
(Dollars in thousands, except for shares and per share data)
(Unaudited)
<CAPTION>
For the Three Months Ended For the Six Mo
June 30, June
__________________________ ______________
1994 1993 1994
____ ____ ____
<S> <C> <C> <C> <C>
Net sales $ 187,645 $ 161,201 $ 334,771 $
Cost of sales 123,656 104,441 220,556
___________ _____________ ____________ _
Gross profit on sales 63,989 56,760 114,215
Selling, general and
administrative expenses 49,105 44,084 92,756
Provision for restructuring charges
(Note 10) - 560 -
___________ _____________ ____________ _
14,884 12,116 21,459
Other income (expense) - net 49 407 277
___________ _____________ ____________ _
14,933 12,523 21,736
Interest expense 3,212 3,029 6,100
___________ _____________ ____________ _
Earnings before taxes and cumulative
effect of changes in accounting
principles 11,721 9,494 15,636
Taxes based on earnings (Note 5) 3,505 2,715 4,675
___________ _____________ ____________ _
Earnings before cumulative effect
of changes in accounting principles 8,216 6,779 10,961
Cumulative effect of changes in
accounting for postretirement
benefits and income taxes, net - - -
___________ _____________ ____________ _
Net earnings $ 8,216 $ 6,779 $ 10,961 $
Retained earnings
at beginning of period 160,135 145,873 158,456
___________ _____________ ____________ _
168,351 152,652 169,417
Less: cash dividends for period 1,052 1,050 2,118
___________ _____________ ____________ _
Retained earnings at end of period $ 167,299 $ 151,602 $ 167,299 $
___________ _____________ ____________ _
___________ _____________ ____________ _
Per share data:
_______________
Earnings before cumulative effect
of changes in accounting principles $.62 $.51 $.83
Cumulative effect of changes in
accounting principles - - -
___________ _____________ _________ _
Net earnings per share $.62 $.51 $.83
___________ _____________ _________ _
___________ _____________ _________ _
Dividends per common share $.08 $.08 $.16
___________ _____________ _________ _
Average number of common and
common equivalent shares
(Note 8) 13,156,433 13,247,765 13,219,584
___________ _____________ _________ _
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
-4-
[CAPTION]
<TABLE>
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<CAPTION>
For the Six Months Ended
June 30,
________________________
1994 1993
__________ _________
<S> <C> <C>
Cash flows from operating activities:
Net earnings $10,961 $8,542
__________ _________
Adjustments to reconcile net earnings to net
cash used in operating activities:
Cumulative effect of changes in accounting
for postretirement benefits and income taxes, net - 1,090
Depreciation and amortization 5,623 5,331
Loss on sale of property,plant & equipment 112 -
(Gain) on sale of marketable securities (144) (221)
Change in assets and liabilities:
(Increase) in accounts receivable, net (49,794) (34,690)
(Increase) decrease in inventories (695) 2,393
Decrease in prepaid taxes based on earnings 927 1,233
(Increase) decrease in other assets 2,360 (8,234)
Increase (decrease) in accounts payable (681) 15,693
(Decrease) in taxes based on earnings (4,617) (609)
Increase (decrease) in other current assets and liabi 60 (6,802)
Increase in sundry payables and accrued expenses 16,136 10,433
__________ _________
Total adjustments (30,713) (14,383)
__________ _________
Net cash used in operating activites (19,752) (5,841)
Cash flows from investing activities:
Proceeds from sales of marketable securities 2,826 6,394
Purchases of marketable securities (10,345) (13,119)
Capital expenditures (5,126) (4,875)
__________ _________
Net cash used in investing activities (12,645) (11,600)
Cash flows from financing activities:
Net borrowings under line-of-credit agreements 31,300 20,100
Principal payments of long-term debt (4,193) (14,342)
Reduction of loan to E.S.O.P. 1,680 1,680
Proceeds from exercise of employee stock options 303 101
Purchase of treasury stock (4,225) -
Dividends paid (2,118) (2,099)
__________ _________
Net cash provided by financing activities $22,747 $5,440
__________ _________
</TABLE>
-5-
[CAPTION]
<TABLE>
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<CAPTION>
For the Six Months Ended
June 30,
___________________________
1994 1993
___________ __________
<S> <C> <C>
Effect of exchange rate changes on cash $ (13) $
___________ __________
Net decrease in cash (9,663) (12,001)
Cash and cash equivalents at beginning of the period 12,346 17,025
___________ __________
Cash and cash equivalents at end of the period $ 2,683 $ 5,024
___________ __________
___________ __________
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 6,152 $ 6,210
Income taxes 8,366 3,146
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
-6-
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1
The accompanying financial information should be read in conjunction with the
consolidated financial statements, including the notes thereto, for the year
ended December 31, 1993.
Management acknowledges its responsibility for the preparation of the
accompanying interim consolidated financial statements which reflect all
adjustments considered necessary, in the opinion of management, for a fair
statement of the results of interim periods presented. The results of
operations for the interim periods are not necessarily indicative of the
results of operations for the entire year.
Effective January 1, 1994 the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 112, "Employers' Accounting for Postemployment
Benefits". This standard requires that the cost of benefits provided to former
or inactive employees be recognized on the accrual basis of accounting. The
standard had an immaterial impact on the Company's financial position and
results of operations for the six months ended June 30, 1994.
Note 2
Marketable securities are stated at the lower of cost or market values,
determined by means of the first- in, first-out method. The valuation
allowances for the excess of cost over market value was $235,000 at June 30,
1994 and $13,000 at December 31, 1993.
Note 3
Inventories
______________________
(Dollars in thousands)
June 30, December 31,
1994 1993
__________ ___________
(Unaudited)
Finished goods $102,489 $103,886
Work in process 17,702 18,249
Raw materials 44,312 42,015
__________ ___________
Total inventories $164,503 $164,150
__________ ___________
__________ ___________
Note 4
[CAPTION]
<TABLE>
Property, Plant and Equipment
(Dollars in thousands)
<CAPTION>
June 30, December 31,
1994 1993
__________ ___________
(Unaudited)
<S> <C> <C>
Land and buildings $ 67,470 $ 67,470
Machinery and equipment 56,658 55,341
Tools, dies and auxiliary equipment 6,596 6,526
Furniture and fixtures 13,819 13,756
Leasehold improvements 4,634 4,622
Construction in progress 11,526 8,147
__________ ___________
160,703 155,862
Less accumulated depreciation
and amortization 58,311 52,858
__________ ___________
Total property, plant and equipment - net $102,392 $103,004
__________ ___________
__________ ___________
</TABLE>
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STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 5
The provision for taxes is less than the normal statutory rate primarily
because earnings of a subsidiary operating in Puerto Rico, amounting to
approximately $4,063,000 in 1994 and approximately $3,152,000 in 1993, are
exempt from United States income taxes and are partially exempt from Puerto
Rican income taxes. Income earned by foreign subsidiaries not eliminated in
consolidation amounted to approximately $84,000 and $159,000 for the six months
ended June 30, 1994 and 1993.
Note 6
On May 26, 1994, the Board approved to reserve for issuance of 400,000 shares
of the Company's common stock for the Company's 1994 Omnibus Stock Option
Plan. The Company granted 250,000 options whose exercise price was at the
stock's fair market value at time of issuance.
At June 30, 1994 there were 460,250 shares of common stock reserved for the
exercise of stock options.
Note 7
Long Term Debt
--------------
(Dollars in thousands)
June 30, December 31,
1994 1993
__________ ___________
(Unaudited)
Long term debt consists of:
7.85% senior notes payable $ 65,000 $ 65,000
11.00% - 11.50% senior notes payable 4,000 6,000
9.47% senior notes payable 30,000 30,000
6.01% senior notes payable 15,000 15,000
Credit Agreement 6,714 8,394
7.35% - 12.875% purchase obligations 9,368 9,862
Floating rate purchase obligation 1,100 1,100
9.50% mortgage payable 74 93
__________ ___________
131,256 135,449
Less current portion 5,551 4,935
__________ ___________
$125,705 $130,514
__________ ___________
__________ ___________
Under the terms of the $65,000,000 senior note agreement, the Company is
required to repay the loan in seven equal annual installments beginning in 1996.
Under the terms of the $4,000,000 senior note agreement, the Company is
required to repay the remaining loan in equal annual installments in 1995 and
1996.
Under the terms of the $30,000,000 senior note agreement, the Company is
required to repay the loan in seven varying annual installments beginning in
1998. Subject to certain restrictions, the Company may make prepayments
without premium beginning in 1998.
Under the terms of the $15,000,000 senior note agreement, the Company is
required to repay the loan in full in 1995. The Company also entered into an
interest rate swap agreement. The swap agreement modifies the interest rate on
the $15,000,000 senior note agreement, adjusted favorably or unfavorably for
the spread between 5.66% and the 6-month reserve unadjusted London Interbank
Offering Rate ("LIBOR").
-8-
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 7 (Continued)
The Credit Agreement matures in equal annual installments through 1998 and
bears interest at the lower of 91% of prime rate, or 91% of the "LIBOR" plus
1.092%. The Company also entered into an interest rate swap agreement to
reduce the impact of changes in interest rates on its Credit Agreement. The
swap agreement modifies the interest rate on $7,087,500 of the Credit
Agreement, adjusted favorably or unfavorably for the spread between 77.52% of
the 3-month reserve unadjusted "LIBOR" and 7.69%. The proceeds of such note
were loaned to the Company's Employee Stock Ownership Plan (ESOP) to purchase
1,000,000 shares of the Company's common stock to be distributed in accordance
with the terms of the ESOP established in 1989.
The purchase obligations, due under agreements with municipalities, mature in
annual installments through 2003, and are secured by certain property, plant
and equipment.
The floating rate purchase obligation matures in annual installments through
1999, bears interest at sixty-five percent of prime, and is secured by certain
property, plant and equipment.
The mortgage payable is due in installments through 1995.
The loan agreements require the maintenance of a specified amount of working
capital and limit, among other items, investments, leases, indebtedness and
distributions for the payment of dividends and the acquisition of capital
stock. Effective June 30, 1994, the Company had unrestricted retained earnings
of $7,745,000.
Note 8
The average number of common and common equivalent shares used in the
computation of per share data is summarized as follows:
[CAPTION]
<TABLE>
(Unaudited)
<CAPTION>
For the Three Months Ended For the Six Months Ended
June 30, June 30,
__________________________ ________________________
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Weighted average
number of shares 13,153,083 13,123,628 13,211,761 13,122,583
Shares issuable
upon assumed exercise
of stock options
(Treasury stock method) 3,350 124,137 7,823 124,137
__________ ___________ __________ _________
Number of shares to
be used 13,156,433 13,247,765 13,219,584 13,246,720
__________ ___________ __________ _________
__________ ___________ __________ _________
</TABLE>
The calculations on a fully diluted basis are not presented since the
alternative computation resulted in an insignificant change in the number of
shares and it did not result in any change in earnings per share.
-9-
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 9
Other assets - sundry consists of unamortized customer supply agreements,
long-term investments, pension assets, equity in joint ventures and deferred
charges.
Note 10
During 1993, the Company recorded a $2,781,000 provision for restructuring
charges. Included in the restructuring plan are charges for the expected costs
of facility consolidations, asset retirements, employee separations,
relocations and related costs.
-10-
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
______________________________________________
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
_________________________________________________
CONDITION AND RESULTS OF OPERATIONS
___________________________________
Liquidity and Capital Resources
_______________________________
As of June 30, 1994, the Company was in a liquid position with stockholders'
equity of $184,700,000 and working capital of $209,694,000. The Company
expects capital expenditures to be approximately $10,000,000 for new machinery
and equipment for the remainder of the year. At June 30, 1994, the Company had
unused lines of credit aggregating approximately $69,000,000 which will be used
as a source of funding working capital requirements and capital expenditures.
The Company anticipates that its present sources of funds will continue to be
adequate to meet its needs.
As part of an ongoing operating strategy, the Company is reviewing potential
acquisition candidates in related automotive component businesses. If such an
acquisition is made, additional sources of capital could be required. It
presently is anticipated that any such acquisition could be funded in the short
term by presently available lines of credit with new long term financing to
follow.
Restructuring plans started in 1993 were substantially completed by the end of
the second quarter of 1994.
Interim Results of Operations
_____________________________
Comparison of the three months ended June 30, 1994 to the three months ended
____________________________________________________________________________
June 30, 1993.
- - -------------
Net sales for the current quarter increased $26,444,000 or 16.4% from the
comparable quarter in 1993. Sales increases were evident in all divisions.
The largest percentage increases were at the Temperature Control Systems
Division and the Standard Division. The increase in sales was predominantly due
to volume increases.
Cost of goods sold as a percentage of net sales for the second quarter of 1994
of 65.9% was higher than the 64.8% during the comparable quarter in 1993. The
increase reflects the required price reductions implemented early in the first
quarter to respond to competitive actions. It also reflects the continuing
shift of sales mix to lower margin segments. Although the Company is
aggressively implementing cost reduction programs, many of these programs will
not achieve their full impact on gross margins until later this year. However,
any favorable impacts could be offset by an acceleration of material inflation
or a shift to lower margin segments.
Selling, general and administrative (S.G.& A.) expenses increased by $5,021,000
over the comparable period in 1993. As a percentage of net sales, S.G.& A.
expenses were 26.2% in 1994 compared to 27.3% in 1993. The expense increase was
primarily due to increased new customer acquisition costs and higher variable
costs due to increased sales. New customer acquisition costs will decrease
during the second half of 1994.
The provision for restructuring charges includes costs for facilities
consolidations. The Company began this process in the second quarter of 1993,
recording $560,000, and subsequently provided an additional $2,221,000 for a
total of $2,781,000 in 1993. (See note 10.)
Other income - net decreased by $358,000 primarily due to realized gains on
investments sold in the second quarter of 1993.
Interest expense increased by $183,000 due to an increased level of borrowings
in 1994, partially offset by a slightly lower average effective borrowing rate
of total borrowings.
Taxes based on earnings increased by $790,000 due to both a higher effective
tax rate of 29.9% in 1994 as compared to 28.6% in 1993 and higher earnings.
The higher effective tax rate in 1994 was primarily due to an increase in tax
rates resulting from the Omnibus Budget Reconciliation Act of 1993.
- 11 -
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
______________________________________________
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
_________________________________________________
CONDITION AND RESULTS OF OPERATIONS
___________________________________
Comparison of the six months ended June 30, 1994 to the six months ended June
_____________________________________________________________________________
30, 1993.
_________
Net sales for the six months increased $45,815,000 or 15.9% from the comparable
period in 1993. Sales increases were evident in all divisions. The largest
percentage increases were at the Temperature Control Systems Division and the
Standard Division. A large percentage increase was also achieved at the Champ
Service Line Division due to the acquisition of a new product line in the
second quarter of 1993. The increase in sales was predominately due to volume
increases.
Cost of goods sold as a percentage of net sales for the six months period in
1994 of 65.9% was higher than the 64.5% during the comparable quarter in 1993.
The increase reflects the required price reductions implemented early in the
first quarter to respond to competitive actions. It also reflects the
continuing shift of sales mix to lower margin segments. Although the Company
is aggressively implementing cost reduction programs, many of these programs
will not achieve their full impact on gross margins until later this year.
However, any favorable impacts could be offset by an acceleration of material
inflation or a shift to lower margin segments.
Selling, general and administrative (S.G.& A.) expenses increased by $9,865,000
over the comparable period in 1993. As a percentage of net sales, S.G.& A.
expenses were 27.7% in 1994 compared to 28.7% in 1993. The expense increase was
primarily due to increased new customer acquisition costs and higher variable
costs due to increased sales and costs to support the service line expansion.
New customer acquisition costs will decrease during the second half of 1994.
The provision for restructuring charges includes costs for facilities
consolidations. The Company began this process in the second quarter of 1993,
recording $560,000, and subsequently provided an additional $2,221,000 for a
total of $2,781,000 in 1993. (See note 10.)
Other income - net decreased by $356,000 primarily due to realized gains on
investments sold in the second quarter of 1993.
Interest expense decreased by $124,000 due to a lower average effective
borrowing rate of total borrowings, partially offset by an increased level of
borrowings.
Taxes based on earnings increased by $905,000 due to both a higher effective
tax rate of 29.9% in 1994 as compared to 28.1% in 1993 and higher earnings.
The higher effective tax rate in 1994 was primarily due to an increase in tax
rates resulting from the Omnibus Budget Reconciliation Act of 1993.
Cumulative effect of changes in accounting for postretirement benefits and
income taxes, net is the result of the Company adopting, as of January 1, 1993,
two changes in accounting principles, Statement of Financial Accounting
Standards(SFAS)No. 106 - "Employers' Accounting for Postretirement Benefits
Other Than Pensions" and SFAS No. 109 - "Accounting for Income Taxes". The
aftertax charge for SFAS No. 106 of $6,135,000 (after an income tax benefit of
$4,090,000), combined with the tax benefit for SFAS No. 109 of $5,045,000
reduced net earnings by $1,090,000 in the first quarter of 1993.
- 12 -
Item 4. Submission of matters to a vote of Security Holders
_____________________________________________________________
a) May 26, 1994, Annual Meeting
b) Directors Elected -Bernard Fife
Nathaniel L. Sills
Arlene R. Fife
Ruth F. Sills
John L. Kelsey
Robert J. Swartz
William H. Turner
Lawrence I. Sills
Arthur D. Davis
c) Proposals voted upon:
(i) Proposal of adoption of the Company's 1994 Omnibus
Stock Option Plan. Under this Plan 400,000 shares of the
Company's Common Stock will be reserved for issuance to
key management personnel of the Company and its
subsidiaries.
For: 10,415,861
Against: 261,008
(ii) Election of Directors:
For: 10,509,459
Withheld: 86,434
Item 6. Exhibits and Reports on Form 8-K
__________________________________________
On July 6, 1994 the Company filed Form 8-K reporting that it had terminated
David Berdon & Co. as the independent accountant and engaged KPMG Peat
Marwick as its new independent accountant.
This change was not due to disagreements between the Registrant and David
Berdon & Co.
-13-
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Standard Motor Products, Inc.
____________________________
(Registrant)
August 12, 1994 Michael J. Bailey
_______________ ____________________________
(Date) Vice President Finance,
Chief Financial Officer
-14-
