<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):
/ / $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:
--------------------------------------------------------------------
/X/ 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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
MAY 23, 1996
April 23, 1996
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 The Chase
Manhattan Bank, 270 Park Avenue, New York, New York 10017, on Thursday, the 23rd
day of May, 1996 at 2:00 o'clock in the afternoon (New York Time) for the
following purposes:
1. To consider and vote upon a proposal to adopt the Company's Independent
Outside Directors' Stock Option Plan.
2. To consider and vote upon a proposal to ratify an amendment to the
Company's By-Laws to permit retainer payments to directors.
3. To elect ten 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
4. 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 12, 1996 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 o LONG ISLAND CITY, N.Y. 11101
MANAGEMENT PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS, MAY 23, 1996
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
23, 1996, or at any adjournment thereof. Proxy material is being mailed on April
23, 1996 to the Company's approximately 900 shareholders of record. The total
number of shares outstanding and entitled to vote on April 12, 1996, is:
Common Stock ............................................13,127,826
The purposes of the annual meeting are: (1) to consider and vote upon a proposal
to adopt the Company's Independent Outside Directors' Stock Option Plan, (2) to
consider and vote upon a proposal to ratify an amendment to the Company's
By-Laws to permit flexibility for directors' compensation, (3) to elect ten
directors, and (4) to transact such other business as may properly come before
the meeting and at any adjournment thereof.
PROPOSAL 1: ADOPTION OF THE COMPANY'S INDEPENDENT OUTSIDE DIRECTORS' STOCK
OPTION PLAN:
The Independent Outside Director's Stock Option Plan (the "Plan") is
intended to enable the Company to provide an incentive to attract and retain
qualified directors to serve on the Company's Board of Directors and to further
the identity of interests of the directors and shareholders of the Company. The
Plan provides for the grant of non-qualified stock options to non-family outside
directors. Options to purchase a maximum of 50,000 shares of the Company's
Common Stock may be granted under the Plan.
The Plan would be administered by the full Board of Directors as long as
those directors who qualify under the Plan represent a minority of the full
Board. If the qualifying directors represent a majority of the Board, the Plan
would be administered by a Committee of Officers of the Company as selected by
the Board.
The Plan will provide for an annual option grant to each qualified director
as of the date of the Company's Annual Meeting of Shareholders. The exercise
price per share will be the average of the high and low sales price of the
Company's Common Stock on the New York Stock Exchange on the day prior to the
date of grant.
Options granted under the Plan are exercisable upon the first anniversary of
the date the option was granted. Options must be exercised before the earlier of
(i) ten years from the date such options were granted, (ii) 90 days after the
termination of the optionee's service as a director other than by reason of
death or (iii) 120 days after the optionee's death.
The Board of Directors believes that approval of the Independent Outside
Directors' Stock Option Plan is in the best interests of all shareholders and
recommends a vote "For" this Proposal.
The favorable vote of the holders of a majority of the shares of Common
Stock represented at the meeting is needed to approve this Proposal No. 1.
PROPOSAL 2: AMENDMENT OF THE COMPANY'S BY-LAWS TO PERMIT RETAINER PAYMENTS TO
DIRECTORS
The Company's By-Laws permitted only the payment of a fixed fee and expense
reimbursement for Directors' attendance at meetings of the Board of Directors or
its committees. The Board of Directors believes that, in addition, annual
retainer payments are necessary to attract and retain qualified directors to
serve on the Company's Board of Directors. Accordingly, the Board of Directors
has amended the Company's By-Laws by adopting the following resolution:
RESOLVED that the first paragraph of Section 10 of the Company's By-Laws be
amended to read as follows: "By a Resolution of the Board, Directors may receive
a specified salary or retainer for their services as Directors or as members of
a Committee of Directors. In addition, a fixed fee and expenses of attendance
may be allowed for attendance at each meeting of the Board of Directors or at a
meeting of a Committee of the Board of Directors. Nothing herein contained shall
be construed to preclude any Director from serving the Corporation in any other
capacity as Officer, Agent or otherwise and receiving compensation therefore."
1
<PAGE> 4
The Board of Directors recommends a vote "For" this proposal to ratify this
amendment of the Company's By-Laws.
The favorable vote of the holders of a majority of the shares of Common
Stock represented at the meeting is needed to approve this Proposal No. 2.
PROPOSAL 3. ELECTION OF DIRECTORS
At the annual meeting, ten 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, John L. Kelsey, Robert
J. Swartz, William H. Turner, Lawrence I. Sills, Arthur D. Davis, Morton E.
David, Arthur Sills and Marilyn F. Cragin.
INFORMATION WITH RESPECT TO NOMINEES AND MAJOR SHAREHOLDERS
Information with respect to each nominee is set forth in Chart "A" on page
3. 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 4.
Shares of Common Stock of the Company owned outright by Bernard Fife
together with shares held as trustee for or owned by Fife family members
aggregate 2,412,049 shares (18.4%). Shares of the Common Stock of the Company
owned outright by Nathaniel L. Sills, together with shares held as trustee for
or owned by Sills family members aggregate 2,528,053 shares (19.3%). 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, 1995 all
Section 16(a) filing requirements applicable to its officers and directors were
complied with except that Mr. Morton E. David and Mrs. Marilyn F. Cragin, both
of whom were elected to the Board of Directors on October 18, 1995, each filed
reports, approximately one month late, regarding the purchase of 2,000 shares in
October 1995 and the transfer to family members of 3,900 shares in December
1995, respectively, of the Company's Common Stock.
2
<PAGE> 5
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, 1996*
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Bernard Fife................ 80 Co-Chairman and Director of the Company 1947 239,520 (1)(2)
318,632 (3)(4)
Nathaniel L. Sills.......... 88 Co-Chairman and Director of the Company 1946 139,880 (1)(5)
335,507 (3)(6)
Marilyn F. Cragin........... 43 Director of the Company (8) 1995 554,449
57,475 (3)
19,400 (7)
Arthur Sills................ 52 Director of the Company (9) 1995 483,147
36,667 (3)
34,724 (7)
Lawrence I. Sills........... 56 President and Director of the Company (10) 1986 477,385 (1)
36,666 (3)
Arthur D. Davis............. 48 Director of the Company (11) 1986 45,879 (1)
60,982 (3)
John L. Kelsey.............. 70 Director of the Company (12) 1964 1,125
Robert J. Swartz............ 70 Financial Consultant; 1992 --
Former Senior Partner of KPMG Peat
Marwick LLP (13)
William H. Turner........... 56 Director of the Company; 1990 1,000
Vice Chairman
The Chase Manhattan Bank (14)
Morton E. David............. 59 Director of the Company: 1995 2,000
Chairman, President and CEO
Franklin Electronic Publishers Inc. (15)
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Excludes allocated shares held by Trustees under the Company's ESOP.
(2) Excludes 112,063 shares of Common Stock held in the Fife Family Foundation.
(3) Shares are subject to family trusts in which beneficial ownership is
disclaimed.
(4) Nathaniel L. Sills is co-trustee.
(5) Excludes 132,062 shares of Common Stock held in the Sills Family
Foundation.
(6) Bernard Fife is co-trustee.
(7) Held as custodian for minor children.
(8) Marilyn F. Cragin is an adult daughter of Bernard Fife. She is co-owner of
an art gallery. Prior to that she was a practicing psychotherapist. She was
elected a Director of the Company on October 18, 1995.
(9) Arthur Sills is an adult son of Nathaniel L. Sills and a brother of
Lawrence I. Sills. He has been an educator and administrator for more than
twenty years. He was elected a Director of the Company on October 18, 1995.
(10) 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.
(11) 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.
(12) Mr. Kelsey is a director of Box Energy Corporation.
(13) Mr. Swartz was a senior partner in the accounting firm KPMG Peat Marwick
LLP (and predecessor firms) for more than five years. On March 31, 1991 Mr.
Swartz retired from KPMG Peat Marwick LLP 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.
(14) Mr. Turner assumed his present position on March 31, 1996 as a result of
the merger of Chemical Bank and The Chase Manhattan Bank. He is responsible
for middle market banking and the Bank's Community Development Group. Prior
to that, since 1991, he was Vice Chairman, Chemical Banking Corporation and
responsible for middle market banking, private banking and the
Corporation's New Jersey Operations. He is a director of Franklin
Electronic Publishers Inc.
(15) Mr. David has been Chairman and CEO of Franklin Electronic Publishers Inc.
since 1984. He was elected a Director of the Company on October 18, 1995.
* Mr. Bernard Fife, Mr. Nathaniel L. Sills, Mr. Arthur Sills, Mr. Arthur D.
Davis and Mrs. Marilyn F. Cragin disclaim beneficial ownership of securities
with respect to which their ownership is specified to be indirect.
3
<PAGE> 6
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, 1996* CLASS
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Bernard Fife.................. Common 37-18 Northern Boulevard 239,520 (1)(2) 1.82
Long Island City, N.Y. 318,632 (3)(4) 2.43
Nathaniel L. Sills............ Common 37-18 Northern Boulevard 139,880 (1)(5) 1.07
Long Island City, N.Y. 335,507 (3)(6) 2.56
Lawrence I. Sills (8)......... Common 37-18 Northern Boulevard 477,385 (1) 3.64
Long Island City, N.Y. 36,666 (3) .28
Arthur D. Davis (9)........... Common 37-18 Northern Boulevard 45,879 (1) .35
Long Island City, N.Y. 60,982 (3) .46
Marilyn F. Cragin (10)........ Common 37-18 Northern Boulevard 554,449 4.22
Long Island City, N.Y. 57,475 (3) .44
19,400 (7) .15
Arthur Sills (11)............. Common 37-18 Northern Boulevard 483,147 3.68
Long Island City, N.Y. 36,667 (3) .28
34,724 (7) .26
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.
Morton E. David............... Common One Franklin Plaza 2,000 .02
Burlington, NJ.
Directors and Officers as a
Group (nineteen persons)...... 2,866,989 21.84
Others:
Glickenhaus & Co.............. Common Six East 43rd St. 935,800 7.13
New York, N.Y.
Lazard Freres & Co............ Common One Rockefeller Plaza 768,685 5.86
New York, N.Y.
Gabelli Funds, Inc............ Common One Corporate Center 794,267 6.05
Rye, N.Y.
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Excludes allocated shares held by Trustees under the Company's ESOP.
(2) Excludes 112,063 shares of Common Stock held in the Fife Family Foundation.
(3) Shares are subject to family trusts in which beneficial ownership is
disclaimed.
(4) Nathaniel L. Sills is co-trustee.
(5) Excludes 132,062 shares of Common Stock held in the Sills Family
Foundation.
(6) Bernard Fife is co-trustee.
(7) Held as custodian for minor children.
(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) Marilyn F. Cragin is an adult daughter of Bernard Fife.
(11) Arthur Sills is an adult son of Nathaniel L. Sills and a brother of
Lawrence I. Sills.
* Mr. Bernard Fife, Mr. Nathaniel L. Sills, Mr. Arthur Sills, Mr. Arthur Davis
and Mrs. Marilyn F. Cragin disclaim beneficial ownership of securities with
respect to which their ownership is specified to be indirect.
4
<PAGE> 7
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 four independent outside directors. The members
of both committees are John L. Kelsey, Robert J. Swartz, Morton E. David 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
6, 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 1995. 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
1995. 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 were paid a retainer
of $10,000 and receive $1,000 for each Regular, Audit Committee and Compensation
Committee meeting they attend. Mrs. Marilyn F. Cragin Mr. Arthur D. Davis and
Mr. Arthur 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 1995, 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 5.89% and
6.89% per annum depending on the time of the borrowing. In 1995 the Company had
no compensating balance requirements from Chemical Bank. Short-term borrowing
from Chemical Bank fluctuated from $0 to $30,000,000. The largest principal
amount of such notes outstanding at any month-end during the year was
$24,300,000. The aggregate amount of interest paid to Chemical Bank during the
year was approximately $1,035,000.
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 23, 1996, the Company's indebtedness to NBD Bank, N.A. under this
agreement was $3,353,571. 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 1995 two executive officers, Daniel Carboni, Vice President, General
Manager, EIS Brake Parts Division, 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. In 1994, officers of the 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.
Forlenza borrowed $88,875 for the purchase of the Company's Common Stock to meet
the above-
5
<PAGE> 8
mentioned stock ownership requirement. At March 31, 1996 the amount of this
indebtedness was $73,303. In 1995, Mr. Carboni borrowed $125,000 repayable on
demand, at an interest rate of 6,45%. This loan was made under the Company's
Employee Loan Program. At March 31, 1996, the amount of this indebtedness was
$125,000.
During 1995, the Company's Four Seasons Division purchased a portion of its
remanufacturing component requirements (approximately $3,300,000) 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>
Bernard Fife .......................... 1995 $259,000 $ 26,490 -- $ 6,835 $ 8,223
Co-Chief Executive Officer, ......... 1994 259,000 130,000 30,000 9,062 12,858
Co-Chairman of the Board and Director 1993 244,000 120,000 10,000 10,001 21,008
Nathaniel L. Sills .................... 1995 259,000 26,490 -- (3,634) 8,223
Co-Chief Executive Officer, ......... 1994 259,000 130,000 30,000 (2,832) 12,858
Co-Chairman of the Board and Director 1993 244,000 120,000 10,000 (670) 21,008
Lawrence I. Sills ..................... 1995 278,000 79,470 -- 21,381
President, Chief Operating .......... 1994 278,000 130,000 30,000 32,716
Officer and Director ................ 1993 263,000 100,000 10,000 21,008
Joseph Forlenza ....................... 1995 250,000 100,938 -- 20,958
Vice President/ ..................... 1994 240,000 131,138 20,000 30,514
General Manager Standard Division ... 1993 225,000 110,143 -- 21,008
Stanley Davidow ....................... 1995 240,000 79,800 -- 18,869
Vice President/ ..................... 1994 230,000 110,019 20,000 28,166
General Manager Four Seasons Division 1993 215,000 98,753 -- 20,978
Daniel Carboni ........................ 1995 240,000 81,550 -- 18,791
Vice President/ ..................... 1994 230,000 117,220 20,000 26,473
General Manager EIS Brake ........... 1993 225,000 89,403 -- 18,798
Parts Division
</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.
6
<PAGE> 9
OPTION GRANTS IN THE LAST FISCAL YEAR
There were no grants of stock options in 1995.
OPTION EXERCISES AND HOLDINGS
The following table provides information with respect to option exercises in
1995 by the Named Officers and the value of such Officers' unexercised options
at December 31,1995.
AGGREGATED OPTION EXERCISES IN 1995
AND DECEMBER 31, 1995 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 ................................. -- -- 17,500 22,500 -- --
Nathaniel L. Sills ........................... -- -- 17,500 22,500 -- --
Lawrence I. Sills ............................ -- -- 17,500 22,500 -- --
Joseph Forlenza .............................. -- -- 5,000 15,000 -- --
Stanley Davidow .............................. -- -- 5,000 15,000 -- --
Daniel Carboni ............................... -- -- 5,000 15,000 -- --
- ------------------------------------------------------------------------------------------------------------------------------------
</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 $15.00 per share on
December 29, 1995 (the last trading day of 1995), minus the exercise price.
All of the stock options unexercised at December 31, 1995 have an exercise
price per share greater than the market value at December 31, 1995 ($15.00)
and are therefore "Out of the Money".
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 Management by Objective (MBO)
bonus program 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, until 1995, the compensation of the current
Co-Chief Executive Officers had consisted of a relatively modest base salary, a
regular bonus separate from the MBO program and a bonus under the MBO program.
In 1995, the payment of a regular bonus was discontinued. As a result, their
compensation in 1995, exclusive of MBO Bonus, represents a 12% decrease from the
1993 level.
Submitted by:
John L. Kelsey
Robert J. Swartz
William H. Turner
Morton E. David
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)
<TABLE>
<CAPTION>
PEER
SMP S&P GROUP
--- --- -----
<S> <C> <C> <C>
1990 100 100 100
1991 134 130 115
1992 184 140 168
1993 358 155 262
1994 274 127 193
1995 218 215 201
</TABLE>
Assumes $100 invested on December 31, 1990 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 12, 1996. On such date 13,127,826 shares of Common Stock were
outstanding and entitled to vote.
The close of business on April 12, 1996 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 23, 1996.
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, 1996.
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, David and Swartz.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the Company's 1997 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 6, 1997 for inclusion in the Company's proxy
statement and form of proxy relating to that meeting.
GENERAL
The Company's 1995 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 Proposals 1 and 2 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 23, 1996
9
<PAGE> 12
[STANDARD 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 12, 1996 at the annual meeting of shareholders of
the Company to be held on May 23, 1996, or at any adjournment thereof.
1. Proposal to adopt the Company's Independent Outside Directors' Stock Option
Plan / / FOR / / AGAINST / / ABSTAIN
2. Proposal to ratify an amendment to the Company's By-Laws to permit retainer
payments to directors / / FOR / / AGAINST / / ABSTAIN
3. 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, John L. Kelsey, Robert J. Swartz,
William H. Turner, Lawrence I. Sills Arthur D. Davis, Morton E. David,
Marilyn F. Cragin and Arthur Sills
4. 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 PROPOSAL 1 AND 2 AND THE
NOMINEES ON THE REVERSE SIDE.
DATE : 1996
------------------------------
----------------------------------------
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
