<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
STANDARD MOTOR PRODUCTS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
MAY 25, 1995
April 25, 1995
To the Shareholders of
STANDARD MOTOR PRODUCTS, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of STANDARD
MOTOR PRODUCTS, INC. (the "Company") will be held at the offices of Chemical
Bank, 270 Park Avenue, New York, New York 10017, on Thursday, the 25th day of
May, 1995 at 2:00 o'clock in the afternoon (New York Time) for the following
purposes:
1. To elect nine directors of the Company, all of whom shall hold office
until the next annual meeting of shareholders and until their
successors are elected and qualified; and
2. To transact such other business as may properly come before the
meeting.
Whether or not you plan to attend the Meeting, please vote, date and sign
the enclosed Proxy, which is solicited by the Board of Directors of the
Company, and return it to the Company, in the preaddressed envelope, to which
no postage need be affixed, if mailed in the United States.
By Order of the Board of Directors
SANFORD KAY
Secretary
ONLY SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS
ON APRIL 14, 1995 WILL BE ENTITLED TO NOTICE OF OR TO VOTE AT
THE MEETING, OR ANY ADJOURNMENT THEREOF
<PAGE> 3
STANDARD MOTOR PRODUCTS, INC.
37-18 NORTHERN BOULEVARD * LONG ISLAND CITY, N.Y. 11101
MANAGEMENT PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS, MAY 25, 1995
This statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Standard Motor Products, Inc. (the "Company") for
use at the annual meeting of the shareholders of the Company to be held on May
25, 1995, or at any adjournment thereof. Proxy material is being mailed on
April 25, 1995 to the Company's approximately 1,000 shareholders of record. The
total number of shares outstanding and entitled to vote on April 14, 1995, is:
<TABLE>
<S> <C>
Common Stock . . . . . . . . . . . . . 13,122,826
</TABLE>
The purposes of the annual meeting are: (1) to elect nine directors, and (2) to
transact such other business as may properly come before the meeting and at any
adjournment thereof.
1. ELECTION OF DIRECTORS
At the annual meeting, nine directors are to be elected to hold office
until the next annual meeting of shareholders and until their successors are
elected and qualified. Unless otherwise specified in the proxy, the shares
represented by the proxy hereby solicited will be voted by the persons
designated as proxies for the persons named below, all of whom are now
directors of the Company. Should any of these nominees become unable to accept
nomination or election (which is not anticipated), it is the intention of the
persons designated as proxies to vote for the election of the remaining
nominees named and for such substitute nominees as the management may
recommend.
The nominees are: Bernard Fife, Nathaniel L. Sills, Arlene R. Fife, Ruth
F. Sills, John L. Kelsey, Robert J. Swartz, William H. Turner, Lawrence I.
Sills and Arthur D. Davis.
INFORMATION WITH RESPECT TO NOMINEES
AND MAJOR SHAREHOLDERS
Information with respect to each nominee is set forth in Chart "A" on page
2. Additional information with respect to major shareholders of the Company,
including their percentage ownership in the Company's voting stock is set forth
in Chart "B" on page 3.
Shares of Common Stock of the Company owned outright by Bernard Fife and
Arlene R. Fife, his wife, together with shares held as trustee for or owned by
Fife family members aggregate 2,408,557 shares (18.4%). Shares of the Common
Stock of the Com-pany owned outright by Nathaniel L. Sills and Ruth F. Sills,
his wife, together with shares held as trustee for or owned by Sills family
members aggre-gate 2,541,366 shares (19.4%). The 244,125 shares of Common Stock
owned by charitable foundations of which Messrs. Fife and Sills are trustees
represent 1.9% of the total outstanding voting securities of the Company.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's Common Stock, to file with the
Securities and Exchange Commission and the New York Stock Exchange initial
reports of ownership and reports of changes in ownership of the Common Stock of
the Company. Officers, directors and greater than ten-percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file. To the Company's knowledge, based solely on review of
the copies of such reports furnished to the Company and written representations
that no other reports were required, during the fiscal year ended December 31,
1994 all Section 16(a) filing requirements applicable to its officers and
directors were complied with.
1
<PAGE> 4
CHART A--INFORMATION ABOUT NOMINEES
<TABLE>
<CAPTION>
HAS SHARES OF COMMON STOCK
OFFICE WITH COMPANY AND SERVED BENEFICIALLY OWNED DIRECTLY
PRINCIPAL OCCUPATION AS DIRECTOR OR INDIRECTLY AS OF
NAME AGE DURING THE PAST FIVE YEARS SINCE MARCH 15, 1995*
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Bernard Fife . . . . . . . . 79 Co-Chairman and Director of the Company 1947 239,520 (1)(7)(13)
318,632 (2)(3)
Nathaniel L. Sills . . . . . 87 Co-Chairman and Director of the Company 1946 139,880 (1)(7)(14)
335,507 (2)(4)
Arlene R. Fife . . . . . . . 72 Director of the Company (5) 1960 193,958 (13)
323,437 (2)(3)
Ruth F. Sills . . . . . . . . 84 Director of the Company (6) 1960 124,690 (14)
289,687 (2)(4)
Lawrence I. Sills . . . . . . 55 President and Director of the Company (8) 1986 497,385 (7)(14)
Arthur D. Davis . . . . . . . 47 Director of the Company (9) 1986 45,879 (7)
John L. Kelsey . . . . . . . 69 Director of the Company; 1964 1,125
Advisory Director (Retired), Paine Webber Inc. (10)
Robert J. Swartz . . . . . . 69 Financial Consultant; 1992 --
Former Senior Partner of KPMG Peat Marwick LLP (11)
William H. Turner . . . . . . 55 Director of the Company; 1990 1,000
Senior Executive Vice President,
Chemical Banking Corporation (12)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Excludes 184,125 shares of Common Stock held in a charitable foundation of
which Messrs. Fife and Sills are trustees.
(2) Shares are subject to family trusts in which beneficial ownership is
disclaimed.
(3) Nathaniel L. Sills is co-trustee.
(4) Bernard Fife is co-trustee.
(5) Arlene R. Fife is the wife of Bernard Fife.
(6) Ruth F. Sills is the wife of Nathaniel L. Sills and the sister of Bernard
Fife.
(7) Excludes allocated shares held by Trustee under the Company's ESOP.
(8) Lawrence I. Sills is an adult son of Nathaniel L. Sills. He was appointed
President of the Company in May 1986. Prior to that he had been Vice
President, Operations of the Company since January 1983. At that time his
responsibilities included the direction of the Champ Service Line
Division, the Four Seasons Division and the Company's engineering and
marketing areas. On January 1, 1986, Mr. Sills was given responsibility
for all other areas of the Company including finance, manufacturing and
distribution.
(9) Arthur D. Davis is an adult son-in-law of Bernard Fife. He was appointed
Vice President, Materials Management of the Company in May 1986 and held
that position until January 1989 when he resigned this position. Mr. Davis
presently performs special projects at the direction of the President or
the Board of Directors of the Company.
(10) Mr. Kelsey has retired but continues his association, in a consulting
capacity, with Paine Webber Inc. His previous responsibilities at Paine
Webber Inc. included all facets of investment banking. He is also a
director of Federal Paper Board Co. Inc. and Box Energy Corporation.
(11) Mr. Swartz was a senior partner in the accounting firm KPMG Peat Marwick
(and predecessor firms) for more than five years. On March 31, 1991 Mr.
Swartz retired from KPMG Peat Marwick and is currently working as an
independent financial consultant. He is also a director of Victoria
Creations, Inc., United Merchants & Manufacturers, Inc. and Bed Bath &
Beyond, Inc.
(12) Mr. Turner assumed his present position on December 31, 1991 when Chemical
Banking Corporation merged with Manufacturers Hanover Corporation. He is
responsible for middle market banking, private banking and the
Corporation's New Jersey Operations. In the latter capacity, he is
chairman, chief executive officer and a director of Chemical New Jersey
Holdings, Inc. Mr. Turner is also one of two Chemical Directors of The
CIT Group. Prior to December 31, 1991, Mr. Turner was Vice Chairman and
Director of Chemical Bank and was responsible for the Corporation's
regional banking activities in New York, New Jersey and Connecticut.
(13) Excludes 20,000 shares of Common Stock held in the Fife Family Foundation.
(14) Excludes 40,000 shares of Common Stock held in the Sills Family
Foundation.
* Mr. and Mrs. Fife and Mr. and Mrs. Sills disclaim beneficial ownership of
securities with respect to which their ownership is specified to be
indirect.
2
<PAGE> 5
CHART B--HOLDINGS OF MANAGEMENT AND OF HOLDERS OF 5% OR MORE OF ANY
CLASS OF THE COMPANY'S VOTING SECURITIES
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL
TITLE OF ADDRESS OF OWNERSHIP PERCENT OF
CLASS BENEFICIAL OWNER AS OF MARCH 15, 1995* CLASS
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Bernard Fife . . . . . . . . Common 37-18 Northern Boulevard 239,520 (1)(7)(10) 1.83
Common Long Island City, N.Y. 318,632 (2)(3) 2.43
Nathaniel L. Sills . . . . . Common 37-18 Northern Boulevard 139,880 (1)(7)(11) 1.07
Common Long Island City, N.Y. 335,507 (2)(4) 2.56
Arlene R. Fife (5) . . . . . Common 37-18 Northern Boulevard 193,958 (10) 1.48
Common Long Island City, N.Y. 323,437 (2)(3) 2.46
Ruth F. Sills (6) . . . . . . Common 37-18 Northern Boulevard 124,690 (11) .95
Common Long Island City, N.Y. 289,687 (2)(4) 2.20
John L. Kelsey . . . . . . . Common P.O. Box 8264 1,125 .01
Vero Beach, FL
William H. Turner . . . . . . Common 270 Park Avenue 1,000 .01
New York, N.Y.
Lawrence I. Sills (8) . . . . Common 37-18 Northern Boulevard 497,385 (7)(11) 3.79
Long Island City, N.Y.
Arthur D. Davis (9) . . . . . Common 37-18 Northern Boulevard 45,879 (7) .35
New York, N.Y.
Directors and Officers as a
Group (nineteen persons) . 2,533,250 19.30
Others:
Glickenhaus & Co. . . . . . Common Six East 43rd St. 935,800 7.13
New York, N.Y.
Lazard Freres & Co. . . . . Common One Rockefeller Plaza 684,115 5.21
New York, N.Y.
Gabelli Funds, Inc. . . . . . Common One Corporate Center 667,267 5.08
Rye, N.Y.
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition Messrs. Bernard Fife and Nathaniel L. Sills are trustees of a
charitable foundation which owns 184,125 shares of Common Stock.
(2) Shares are subject to family trusts in which beneficial ownership is
disclaimed.
(3) Nathaniel L. Sills is co-trustee.
(4) Bernard Fife is co-trustee.
(5) Arlene R. Fife is the wife of Bernard Fife.
(6) Ruth F. Sills is the wife of Nathaniel L. Sills and the sister of Bernard
Fife.
(7) Excludes allocated shares held by Trustee under the Company's ESOP.
(8) Lawrence I. Sills is an adult son of Nathaniel L. Sills.
(9) Arthur D. Davis is an adult son-in-law of Bernard Fife.
(10) In addition Mr. and Mrs. Bernard Fife are trustees of the Fife Family
Foundation which owns 20,000 shares of Common Stock.
(11) In addition Mr. and Mrs. Nathaniel L. Sills and Lawrence I. Sills are
trustees of the Sills Family Foundation which owns 40,000 shares of Common
Stock.
* Mr. and Mrs. Bernard Fife and Mr. and Mrs. Nathaniel L. Sills disclaim
beneficial ownership of securities with respect to which their ownership
is specified to be indirect.
3
<PAGE> 6
MEETINGS OF THE BOARD OF DIRECTORS
AND ITS COMMITTEES
In the last full fiscal year the total number of meetings of the Board of
Directors, including regularly scheduled and special meetings was five.
The Company has a Compensation Committee and an Audit Committee of the
Board of Directors, each consisting of three independent outside directors. The
members of both committees are John L. Kelsey, Robert J. Swartz and William H.
Turner. The Compensation Committee's function is to approve the compensation
packages (salary and bonus) of the Co-Chief Executive Officers and the named
executive officers appearing in the Summary Compensation Table on page 5, to
administer the Company's Stock Option Plan and to review the Company's
compensation policies for all executive officers. The Compensation Committee
was established in late 1992 and held two meetings in 1994. The Audit Committee
recommends to the Board of Directors the engagement of the independent auditors
of the Company and reviews with the independent auditors the scope and results
of the Company's audits, the professional services furnished by the
independent auditors to the Company and their Management Letter with comments
on the Company's internal accounting controls. The Audit Committee met three
times in 1994. The Company does not have a nominating committee charged with
the search for and recommendation to the Board of potential nominees for Board
positions. This function is performed by the Board as a whole, which considers
all recommendations for potential nominees.
Directors who are not officers or related to officers are paid a retainer
of $10,000 and receive $1,000 for each Regular, Audit Committee and
Compensation Committee meeting they attend. Mrs. Arlene Fife and Mrs. Ruth
Sills receive $500 for each meeting they attend. All other directors receive no
payment for the fulfillment of their directorial responsibilities.
CERTAIN TRANSACTIONS
During the year 1994, the Company, from time to time, borrowed monies on a
short-term basis from Chemical Bank under a line of credit. Such borrowings
were evidenced by notes which bore interest at rates which varied between 3.55%
and 7.01% per annum depending on the time of the borrowing. In 1994 the Company
had no compensating balance requirements from Chemical Bank. Short-term
borrowing from Chemical Bank fluctuated from $0 to $29,000,000. The largest
principal amount of such notes outstanding at any month-end during the year
was $20,200,000. The aggregate amount of interest paid to Chemical Bank during
the year was approximately $418,000.
In addition, on March 10, 1989 the Company entered into an agreement with
Chemical Bank to finance the purchase, on the open market, of 1,000,000 shares
of the Company's Common Stock in connection with the Company's Employee Stock
Ownership Plan (ESOP) which was established in January 1989. Under this
agreement the Company borrowed $16,729,000 payable in equal annual installments
through 1998. As of December 20, 1991, Chemical Bank and NBD Bank, N.A. entered
into an Assignment Agreement wherein Chemical Bank assigned all of its right,
title and interest in the March 10, 1989 ESOP financing agreement to NBD Bank,
N.A. At April 25, 1995, the Company's indebtedness to NBD Bank, N.A. under this
agreement was $5,033,571. Interest on this loan agreement is the lower of 91%
of the prime rate, or 91% of the "LIBOR" plus 1.092%. The Company and Chemical
Bank are parties to an interest rate swap agreement to reduce the impact of
changes in interest rates on the ESOP loan agreement. The swap agreement
modifies the interest rate on loan agreement notional indebtedness adjusting
favorably or unfavorably for the spread between 77.52% of the 3-month reserve
unadjusted "LIBOR" and 7.69%.
During 1994 four executive officers, Steven Brown, Vice President, Champ
Service Line Division, Nitin Parikh, Vice President, Information Services,
Michael J. Bailey, Vice President, Finance; Chief Financial Officer and Joseph
G. Forlenza, Vice President and General Manager, Standard Division were
indebted to the Company as a result of loans made by the Company to these
officers. Mr. Brown had two loans outstanding. The first loan, in 1982, was
related to his relocation upon employment with the Company and was at the prime
rate of interest. In 1994 the largest amount of this indebtedness was $34,021.
At March 31, 1995, the amount of that indebtedness was $28,349. The second
loan, in the amount of $571,200, was made in 1993 as a non-interest bearing
bridge loan resulting from Mr. Brown's relocation to the vicinity of the
Company's Kansas facility (headquarters of the Champ Service Line Division). In
January 1994, Mr. Brown's Connecticut home was sold and the bridge loan was
repaid. In June 1993, a $150,000 loan was made to Mr. Parikh, to assist in the
financing of a relocation of his principal residence, at an interest rate of
31/2%. This loan was repaid in February 1994. In 1994 officers of the
4
<PAGE> 7
Company were granted stock options under the Company's 1994 Omnibus Stock
Option Plan. These grants required, among other things, that the grantees
attain, by May 3, 1996, a Common Stock ownership position with a market value
equal to 50% of the grantee's base salary. The Compensation Committee permitted
the Company to make available to each grantee a loan for up to 75% of his stock
ownership requirement at a fixed rate of interest equal to the Company's
short-term interest rate the day the loan is made. The Committee also required
that any loan made for the above purpose must be repaid within four years and
must be collateralized by the Common Stock acquired with the loan proceeds. In
1994 Mr. Bailey and Mr. Forlenza borrowed $61,000 and $88,875 respectively, for
the purchase of the Company's Common Stock to meet the above-mentioned stock
ownership requirement. At March 31, 1995 the amount of this indebtedness was
$52,765 and $83,821, respectively.
During 1994, the Company's Four Seasons Division purchased a portion of
its remanufacturing component requirements (approximately $3,000,000) from
Recore Automotive, Incorporated. The owner of Recore Automotive is a member of
the immediate family of the Vice President, Four Seasons Division, Mr. Stanley
Davidow. The purchases made from Recore Automotive are within the Company's
guidelines for transactions with related parties, which requires that any such
transactions be conducted on an arm's length basis.
EXECUTIVE COMPENSATION
The following table sets forth the annual compensation for the Co-Chief
Executive Officers and the four other most highly compensated executive
officers of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION ALL OTHER
ANNUAL COMPENSATION AWARDS COMPENSATION
NAME AND ----------------------------------------------------------------------------------
PRINCIPAL OTHER STOCK OPTIONS
POSITION YEAR SALARY BONUS COMPENSATION (1) GRANTED (2) (3)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Bernard Fife . . . . . . . . . . . . . . 1994 $259,000 $130,000 $ 30,000 $ 9,062 $12,858
Co-Chief Executive Officer, 1993 244,000 120,000 10,000 10,001 21,008
Co-Chairman of the Board and Director 1992 234,000 100,000 -- 24,546 11,550
Nathaniel L. Sills . . . . . . . . . . . 1994 259,000 130,000 30,000 (2,832) 12,858
Co-Chief Executive Officer, 1993 244,000 120,000 10,000 (670) 21,008
Co-Chairman of the Board and Director 1992 234,000 100,000 -- (1,010) 11,550
Lawrence I. Sills . . . . . . . . . . . . 1994 278,000 130,000 30,000 32,716
President, Chief Operating 1993 263,000 100,000 10,000 21,008
Officer and Director 1992 246,000 48,000 -- 11,550
Joseph Forlenza . . . . . . . . . . . . . 1994 240,000 131,138 20,000 30,514
Vice President/ 1993 225,000 110,143 -- 21,008
General Manager Standard Division 1992 198,000 69,300 8,000 11,550
Daniel Carboni . . . . . . . . . . . . . 1994 230,000 117,220 20,000 26,473
Vice President/ 1993 225,000 89,403 -- 18,798
General Manager EIS Brake 1992 220,000 61,350 8,000 8,645
Parts Division
Stanley Davidow . . . . . . . . . . . . . 1994 230,000 110,019 20,000 28,166
Vice President/ 1993 215,000 98,753 -- 20,978
General Manager Four Seasons Division 1992 195,000 56,860 8,000 11,520
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Does not include compensation associated with perquisites because such
amounts do not exceed the lesser of either $50,000 or 10% of total salary
and bonus disclosed.
(2) Includes accruals to fund a widows death benefit program which provides
for payments of $2,500 per month (as adjusted for cost of living increases
from 1977) payable to the widows of Messrs. B. Fife and N. L. Sills and,
in 1992, premiums paid by the Company for life insurance, on the lives of
Messrs. B. Fife and N. L. Sills, in the amount of $200,000 each, payable
to designated beneficiaries.
(3) Company contributions to Profit Sharing, 401K, ESOP and SERP programs.
5
<PAGE> 8
OPTION GRANTS IN THE LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM (2)
- ----------------------------------------------------------------------------------------------------------------------------------
% OF TOTAL
OPTIONS/SARS
OPTIONS/ GRANTED TO EXERCISE OR
SARS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE (1) 5% 10%
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Bernard Fife . . . . . . . . . . . . . . 30,000 12.0% $16.39 5/2/00-5/2/03 $135,760 $300,132
Nathaniel L. Sills . . . . . . . . . . . 30,000 12.0% 16.39 5/2/00-5/2/03 135,760 300,132
Lawrence I. Sills . . . . . . . . . . . . 30,000 12.0% 16.39 5/2/00-5/2/03 135,760 300,132
Joseph Forlenza . . . . . . . . . . . . . 20,000 8.0% 16.39 5/2/00-5/2/03 90,504 200,088
Daniel Carboni . . . . . . . . . . . . . 20,000 8.0% 16.39 5/2/00-5/2/03 90,504 200,088
Stanley Davidow . . . . . . . . . . . . . 20,000 8.0% 16.39 5/2/00-5/2/03 90,504 200,088
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Stock option grants expire at the rate of 25% of the total grant on May
2nd of each year beginning May 2, 2000.
(2) The dollar amounts under these columns are the result of calculations at
five percent and ten percent rates set by the Securities and Exchange
Commission and therefore are not intended to forecast possible future
appreciation, if any, of the Company's stock price.
OPTION EXERCISES AND HOLDINGS
The following table provides information with respect to option exercises
in 1994 by the Named Officers and the value of such Officers' unexercised
options at December 31, 1994.
AGGREGATED OPTION EXERCISES IN 1994
AND DECEMBER 31, 1994 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SHARES UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED ON VALUE FISCAL YEAR-END FISCAL YEAR-END (2)
NAME EXERCISE REALIZED (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Bernard Fife . . . . . . . . -- 10,000 30,000 $11,875 $100,800
Nathaniel L. Sills . . . . . -- 10,000 30,000 11,875 100,800
Lawrence I. Sills . . . . . . -- 10,000 30,000 11,875 100,800
Joseph Forlenza . . . . . . . -- -- 20,000 -- 67,200
Daniel Carboni . . . . . . . 3,000 $39,375 -- 20,000 -- 67,200
Stanley Davidow . . . . . . . -- -- -- 20,000 -- 67,200
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Market value of underlying securities on date of exercise, minus the
exercise price.
(2) Market value of unexercised options is based on the closing price of the
Company's Common Stock on the New York Stock Exchange of $19.75 per share
on December 30, 1994 (the last trading day of 1994), minus the exercise
price.
6
<PAGE> 9
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
The Company's Compensation Committee of the Board of Directors was
established in late 1992. The Committee is responsible for approving the
compensation packages (salary and bonus) of the Co-Chief Executive Officers and
the named executive officers appearing in the Summary Compensation Table on
page 5, for administering the Company's 1994 Omnibus Stock Option Plan and for
reviewing the Company's compensation policies for all executive officers. These
policies include annual base salary, a formal MBO bonus program which consists
of both Company earnings goals and individual goals, and stock options.
Under the MBO bonus program, which was instituted in 1987, the bonuses of
the Co-Chief Executive Officers and the Chief Operating Officer are based
solely on Company earnings. The goals of the other executive officers are based
one-half on individual goals approved by the Chief Operating Officer and
one-half on Company earnings.
The MBO bonus program created a direct connection between Company
performance and executive compensation while the executives are given strong
incentives for long-term future performance by the granting, from time to time,
of stock options. These stock options, which require a holding period before
they can be exercised, have value for executives only if the Company's stock
price increases above the option grant price, which is set at the market price
on the date of each grant.
As a matter of Company policy, the compensation of the current Co-Chief
Executive Officers has consisted of a relatively modest base salary, a regular
bonus separate from the MBO program and a bonus under the MBO program.
Accordingly, for the years 1992 through 1994, the average percentage increase
from the prior year for base salary plus regular bonus for these officers was
3.6%.
The Committee's decisions concerning the Company's compensation policies
for all executive officers were made in the context of their individual and
corporate responsibilities, historical practice and the competitive
environment.
Submitted by:
John L. Kelsey
Robert J. Swartz
William H. Turner
7
<PAGE> 10
FIVE YEAR PERFORMANCE GRAPH
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
FOR STANDARD MOTOR PRODUCTS, INC. S&P 500 INDEX AND A PEER GROUP (1)
[CHART]
<TABLE>
<CAPTION>
SMP S&P PEER
GROUP
<S> <C> <C> <C>
1989 100 100 100
1990 53 97 80
1991 70 126 93
1992 95 136 132
1993 183 150 197
1994 140 152 149
</TABLE>
Assumes $100 invested on December 31, 1989 in Standard Motor Products, Inc.
Common Stock, S&P 500 Index and a Peer Group (1).
* Total Return assumes reinvestment of dividends.
(1) The Peer Group companies consist of Echlin Inc., Federal-Mogul
Corporation, Dana Corporation, SPX Corporation, MascoTech, Inc., Genuine
Parts Company and Arvin Industries, Inc.
8
<PAGE> 11
INFORMATION AS TO VOTING SECURITIES
Holders of shares of Common Stock have the right to one vote for each
share registered in their names on the books of the Company as of the close of
business on April 14, 1995. On such date 13,122,826 shares of Common Stock were
outstanding and entitled to vote.
The close of business on April 14, 1995 has been fixed by the Board of
Directors as the record date for the determination of shareholders entitled to
notice of, and vote at, the annual meeting of shareholders of the Company to be
held on May 25, 1995.
VOTING AND REVOCATION OF PROXIES
The persons named in the accompanying form of proxy will vote the shares
represented thereby, as directed in the proxy, if the proxy appears to be valid
on its face and is received on time. In the absence of specific instructions,
proxies so received will be voted for the election of the named nominees to the
Company's Board of Directors. Proxies are revocable at any time before they are
exercised by sending in a subsequent proxy (with the same or other
instructions), by appearing at the Annual Meeting of Shareholders and voting in
person or by notifying the Company that it is revoked.
METHOD AND EXPENSE OF PROXY SOLICITATION
The solicitation of proxies will be made primarily by mail. Proxies may
also be solicited personally and by telephone by regular employees of the
Company at nominal cost.
The Company does not expect to pay compensation for any solicitation of
proxies but may pay brokers and other persons holding shares in their names, or
in the names of nominees, their expenses for sending proxy material to
principals for the purpose of obtaining their proxies. The Company will bear
all expenses in connection with the solicitation of proxies.
INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed KPMG Peat Marwick LLP
to audit the accounts of the Company for the fiscal year ending December 31,
1995. Management does not believe it is necessary for shareholders to ratify
this appointment due to the satisfactory services of KMPG Peat Marwick LLP, in
the prior year. There is no requirement under Federal or New York law that the
appointment of independent auditors be approved by shareholders. Management's
recommendation for the appointment of KMPG Peat Marwick LLP was unanimously
approved by the Audit Committee of the Board of Directors consisting of Messrs.
Kelsey, Turner and Swartz.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the Company's 1996
Annual Meeting of Shareholders pursuant to the provisions of Rule 14a-8 of the
Securities and Exchange Commission, promulgated under the Securities Exchange
Act of 1934, as amended, must be received at the Company's offices in Long
Island City, New York, by January 4, 1996 for inclusion in the Company's proxy
statement and form of proxy relating to that meeting.
GENERAL
The Company's 1994 Annual Report has been mailed to shareholders. A copy
of the Company's Annual Report on Form 10-K will be furnished to any
shareholder who requests the same free of charge (except for Exhibits thereto
for which a nominal fee covering reproduction and mailing expenses will be
charged.)
OTHER MATTERS
As of the date of this proxy statement, the management knows of no matters
other than Proposal 1 and the election of directors to come before the meeting.
However, if any other matters should properly come before the meeting, it is
the intention of the persons named in the accompanying form of proxy to vote
all proxies not marked to the contrary in accordance with their judgment on
such matters.
By Order of the Board of Directors
SANFORD KAY
Secretary
Dated: April 25, 1995
9
<PAGE> 12
[STANDARD MOTOR LOGO]
STANDARD MOTOR PRODUCTS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of STANDARD MOTOR PRODUCTS, INC. (the "Company")
hereby appoints BERNARD FIFE and NATHANIEL L. SILLS, as Proxies, each with
power to appoint his substitute, and hereby authorizes them to represent and
vote as designated below, all of the shares of the Company's Common Stock held
of record by the undersigned on April 14, 1995 at the annual meeting of
shareholders of the Company to be held on May 25, 1995, or at any adjournment
thereof.
1. Election of Directors
/ / FOR all nominees listed below (except as marked to the contrary below)
/ / WITHHOLD AUTHORITY to vote for any individual nominee listed below.
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the list below.)
Bernard Fife, Nathaniel L. Sills, Arlene R. Fife, Ruth F. Sills,
John L. Kelsey, Robert J. Swartz, William H. Turner, Lawrence I.
Sills and Arthur D. Davis
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
PLEASE DATE AND SIGN ON REVERSE SIDE
<PAGE> 13
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES ON THE
REVERSE SIDE.
DATE :.................1995
...........................
SIGNATURE
...........................
SIGNATURE IF HELD JOINTLY
PLEASE SIGN EXACTLY AS NAME APPEARS
HEREON. WHEN SHARES ARE HELD BY
JOINT TENANTS, BOTH SHOULD SIGN. WHEN
SIGNING AS ATTORNEY, AS EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL
CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP,
PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
