SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of
earliest event reported): January 19, 1996
STANDARD MOTOR PRODUCTS, INC.
(Exact Name of Registrant as Specified in Charter)
<TABLE>
<S> <C> <C>
New York 1-4743 11-1362020
(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
</TABLE>
37-18 Northern Blvd., Long Island City, New York 11101
(Address of Principal Executive Offices, including Zip Code)
Registrant's telephone
number, including area code: (718) 392-0200
Exhibit List Appears on Page 4
Page 1 of 7 Pages
<PAGE>
Item 5. Other Events.
The Registrant hereby incorporates by reference the contents
of the press release of the Registrant dated January 19, 1996,
filed herewith as Exhibit 20.1.
Item 7. Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
20.1 Press Release of Standard Motor Products, Inc.
dated January 19, 1996.
</TABLE>
2
<PAGE>
SIGNATURES
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 hereunto duly authorized.
STANDARD MOTOR PRODUCTS, INC.
Date: February 27, 1996 By: /s/ David Kerner
Name: David Kerner
Title: Treasurer
3
<PAGE>
EXHIBIT LIST
<TABLE>
<CAPTION>
<S> <C> <C>
Sequential
Exhibit No. Description Page No.
20.1 Press Release of Standard 6
Motor Products, Inc. dated
January 19, 1996
</TABLE>
4
<PAGE>
Exhibit 20.1
FOR IMMEDIATE RELEASE
For: Standard Motor Products, Inc.
From: Golin Harris Communications, Inc.
Allan Jordan
212/697-9191
Standard Motor Products, Inc.
Michael Bailey
718/392-0200
Standard Motor Products Declares
Dividend Distribution Of Preferred Share Purchase Rights
NEW YORK, NY, JANUARY 19, 1996 - The Board of Directors of
Standard Motor Products, Inc. (NYSE:SMP) declared a dividend of
one Preferred Share Purchase Right on each outstanding Standard
Motor common share.
Lawrence I. Sills, President and Chief Operating Officer, said,
"The Rights are designed to assure that all of Standard Motor
Products shareholders receive fair and equal treatment in any
proposed takeover of the Company and to guard against abusive
tactics to gain control of the Company without paying all
shareholders a premium for that control. The Rights are not
being adopted in response to any specific takeover threat. They
are in response to the general takeover environment, which has
changed significantly in recent months."
"The Rights will not prevent a legitimate takeover attempt. They
are, however, intended to enable all Standard Motor Products
shareholders to realize the long-term value of their investment
in the Company, and should encourage anyone seeking to acquire
the Company to negotiate with the Board prior to attempting a
takeover. Protection of our existing shareholder interests is of
particular importance now, because the Board strongly believes
that Standard Motor Products enjoys a strong market position and
significant growth opportunities, which will be pursued
vigorously in the next several years."
The Rights will be exercisable only if a person or group
acquires, or announces a tender offer to acquire, 20 percent or
more of Standard Motor Products common shares. Each Right will
entitle shareholders to buy one one-thousandth of a share of new
series of participating preferred stock at an exercise price of
$80.00 for that one one-thousandth of a share.
If a person or group acquires 20 percent or more of Standard
Motor Products outstanding common shares, each Right will entitle
its holder to purchase, at the then current exercise price, a
number of one one-thousandth of a share of the new series of
participating preferred stock having a market value of twice that
price. In addition, if Standard Motor Products is acquired in a
merger or other business combination or if 50 percent or more of
its consolidated assets or earning power is sold after an
acquiring company has acquired 20 percent or more of the
Company's common shares, each Right will entitle its holder to
purchase, at the Right's then current exercise price, a number of
the acquiring company's common shares having a market value of
twice the exercise price. The acquiring person will not be
entitled to exercise these Rights.
Following the acquisition of 20 percent or more of the Company's
common shares and prior to acquisition of 50 percent or more of
the common shares, the Board of Directors may exchange the Rights
at an exchangeable ratio of one-thousandth of a share of the new
series of participating preferred stock per Right. The acquiring
person will not be entitled to receive any shares in this
exchange.
Prior to the acquisition of 20 percent or more of the Company's
common shares, the Rights are redeemable for one-tenth of one
cent per Right at the option of the Board of Directors.
The Board of Directors also is authorized to change the 20
percent threshold for triggering the Rights, provided it does not
drop below 20 percent.
The dividend will be payable on March 1, 1996 to shareholders of
record February 15, 1996, and is not taxable to shareholders.
The Rights will expire on March 1, 2006.
Standard Motor Products manufacturers and distributes automotive
replacement parts.
5
