<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
[ ] 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 Rule 14a-11(c) or Rule 14a-12
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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 20, 1999
April 20, 1999
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 in the offices of
The Chase Manhattan Bank, 270 Park Avenue, New York, New York 10017, on
Thursday, the 20th day of May, 1999 at 2:00 o'clock in the afternoon (New York
Time) for the following purposes:
1. To elect eleven 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 9, 1999 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. 11011
MANAGEMENT PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS, MAY 20, 1999
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 Shareholders of the Company to be
held on May 20, 1999, or at any adjournment thereof. Proxy material is being
mailed on or about April 20, 1999, to the Company's approximately 685
shareholders of record. The total number of shares outstanding and entitled to
vote on April 9, 1999, is:
Common Stock .......................13,130,018
The purposes of the annual meeting are: (1) to elect eleven directors, and (2)
to transact such other business as may properly come before the meeting and at
any adjournment thereof.
PROPOSAL 1: ELECTION OF DIRECTORS
At the annual meeting, eleven 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. 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: Marilyn F. Cragin, Arthur D. Davis, Susan F. Davis,
Robert M. Gerrity, John L. Kelsey, Andrew M. Massimilla, Arthur S. Sills,
Lawrence I. Sills, Nathaniel L. Sills, Robert J. Swartz and William H. Turner.
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 owned beneficially by Fife family members
aggregate 2,487,539 shares (18.6%). Shares of Common Stock owned beneficially
by Sills family members aggregate 2,539,295 shares (19%). The 257,125 shares of
Common Stock owned by charitable foundations of which various members of the
Fife and Sills families 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 representations that no
other reports were required, during the fiscal year ended December 31, 1998 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, 1999*
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Marilyn F. Cragin 47 Director of the Company (6) 1995 544,069
18,560 (1)
26,387 (2)
321,035 (3)
Arthur D. Davis 51 Director of the Company (7) 1986 87,369 (4)
179,817 (1)
160,517 (3)
Susan F. Davis 50 Director of the Company (8) 1998 467,836
31,600 (2)
160,517 (3)
Robert M. Gerrity 61 Director of the Company 1996 2,873
Chairman & CEO, Antrim Group, Inc. (9)
John L. Kelsey 73 Director of the Company (10) 1964 3,998
Andrew M. Massimilla 57 Director of the Company 1996 2,873
Business Consultant (11)
Arthur S. Sills 55 Director of the Company (12) 1995 483,147
36,324 (2)
Lawrence I. Sills 59 President and Director of the Company (13) 1986 566,885 (4)
Nathaniel L. Sills 91 Chairman, Chief Executive Officer and 1946 294,570 (4)
Director of the Company (14) 335,507 (1)(5)
Robert J. Swartz 73 Director of the Company 1992 2,873
Former Senior Partner of KPMG LLP (15)
William H. Turner
59 Director of the Company 1990 3,873
President, PNC Bank, N. A. New Jersey (16)
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Shares are subject to family trusts in which beneficial ownership is
disclaimed.
(2) Held as custodian for minor children
(3) Arthur D. Davis, Susan F. Davis, Marilyn F. Cragin and John Cragin
(Marilyn's husband) are trustees of various Fife family trusts which
total 642,069 shares.
(4) Excludes allocated shares held by Trustee under the Company's ESOP.
(5) Excludes 143,062 shares of Common Stock held in the Sills Family
Foundation.
(6) Marilyn F. Cragin is an adult daughter of Bernard Fife and sister of
Susan F. Davis. She is a 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.
(7) Arthur D. Davis is an adult son-in-law of Bernard Fife and husband of
Susan F. Davis. 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.
(8) Susan F. Davis is an adult daughter of Bernard Fife, wife of Arthur D.
Davis and sister of Marilyn F. Cragin.
(9) Mr. Gerrity has been the Chairman & CEO of the Antrim Group, Inc. since
1996. Prior to that he was the Vice Chairman of New Holland, n. v. He is
also a director of Harnischfeger Industries Inc. and Libralter
Engineering Systems Inc. He was elected a Director of the Company on
July 18, 1996.
(10) Mr. Kelsey, now retired, was Advisory Director at PaineWebber Inc. in
which capacity his responsibilities included all facets of investment
banking.
(11) Mr. Massimilla is presently a business consultant. He held the positions
of Consultant and Managing Director of the Henley Group & Affiliated
Companies from 1989 to 1995. He is a Director of Amtrol, Inc. and was
elected a Director of the Company on October 17, 1996
(12) Arthur S. 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.
(13) Lawrence I. Sills is an adult son of Nathaniel L. Sills and a brother of
Arthur S. Sills. He was appointed President of the Company in May 1986.
(14) Nathaniel L. Sills has been Co-Chairman of the Board and Co-Chief
Executive Officer of the Company since 1986.
(15) Mr. Swartz was a senior partner in the accounting firm of KPMG LLP (and
predecessor firms). On March 31, 1991 Mr. Swartz retired from KPMG LLP
and is currently working as an independent financial consultant. He is
also a director of United Merchants & Manufacturers, Inc. and Bed Bath &
Beyond, Inc
(16) Mr. Turner assumed his present position on August 1, 1997. Prior to that
he was President & Co-CEO of Franklin Electronic Publishers, Inc. from
October 1, 1996 to July 31, 1997. He was the Vice Chairman, Chase
Manhattan Bank, and its predecessor Chemical Banking Corporation before
his employment with Franklin Electronics Publishers, Inc. He is also a
director of Franklin Electronic Publishers, Inc. and Volt Information
Services, Inc.
* Mrs. Marilyn Cragin, Mr. Arthur D. Davis, Mrs. Susan F. Davis, Mr. Arthur S.
Sills, Mr. Lawrence I. Sills and Mr. Nathaniel L. 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 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, 1999 CLASS
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Marilyn F. Cragin (6) ................ Common 37-18 Northern Boulevard 544,069 4.15
Long Island City, NY 18,560 (1) .13
26,387 (2) .20
321,035 (3) 2.41
Arthur D. Davis (7) .................. Common 37-18 Northern Boulevard 87,369 (3) .65
Long Island City, NY 179,817 (1) 1.35
160,517 (3) 1.20
Susan F. Davis (8).................... Common 37-18 Northern Boulevard 467,836 3.51
Long Island City, NY 31,600 (2) .24
160,517 (3) 1.20
Robert M. Gerrity .................... Common 114 Division Street 2,873 .02
Bellaire, MI
John L. Kelsey ....................... Common 460 Coconut Palm Road 3,998 .03
Vero Beach, FL
Andrew M. Massimilla ................. Common One Peninsula Dr. 2,873 .02
Stratham, NH
Arthur S. Sills (9) .................. Common 37-18 Northern Boulevard 483,147 3.62
Long Island City, NY 36,324 (2) .27
Lawrence I. Sills (10) ............... Common 37-18 Northern Boulevard 566,885 (4) 4.25
Long Island City, NY
Nathaniel L. Sills ................... Common 37-18 Northern Boulevard 294,570 (4) 2.21
Long Island City, NY 335,507 (1)(5) 2.51
Robert J. Swartz ..................... Common 1500 Palisade Avenue 2,873 .02
Ft. Lee, NJ
William H. Turner .................... Common 2 Tower Center Blvd 3,873 .03
East Brunswick, NJ
Directors and Officers a
Group (nineteen persons).............. 4,009,731 (4) 30.05
Gabelli Funds, Inc.................... Common One Corporate Center 1,990,650 14.92
Rye, NY
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Shares are subject to family trusts in which beneficial ownership is
disclaimed.
(2) Held as custodian for minor children.
(3) Arthur D. Davis, Susan F. Davis, Marilyn Cragin and John Cragin
(Marilyn's husband) are trustees of various Fife family trusts which
total 624,069 shares.
(4) Excludes allocated shares held by Trustee under the Company's ESOP.
(5) Excludes 143,062 shares of Common Stock held in the Sills Family
Foundation.
(6) Marilyn F. Cragin is an adult daughter of Bernard Fife.
(7) Arthur D. Davis is an adult son-in-law of Bernard Fife.
(8) Susan F. Davis is an adult daughter of Bernard Fife.
(9) Arthur S. Sills is an adult son of Nathaniel L. Sills and a brother of
Lawrence I. Sills.
(10) Lawrence I. Sills is an adult son of Nathaniel L. Sills and a brother of
Arthur S. Sills.
* Mrs. Marilyn F. Cragin, Mr. Arthur D. Davis, Susan F. Davis, Mr. Arthur S.
Sills, Mr. Lawrence I. Sills, and Mr. Nathaniel L. Sills disclaim 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 eight.
The Company has a Compensation Committee and an Audit Committee of the
Board of Directors, each consisting of all five independent outside directors.
The members of both committees are Robert M. Gerrity, John L. Kelsey, Andrew M.
Massimilla, Robert J. Swartz and William H. Turner. The Compensation
Committee's function is to approve the compensation packages (salary and bonus)
of the Company's officers, to administer the Company's Stock Option Plan and to
review the Company's overall compensation policies. The Compensation Committee
was established in late 1992 and held two meetings in 1998. 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 them to the
Company and their Management Letter with comments on the Company's internal
accounting controls. The Audit Committee met four times in 1998. 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 (the "Outside
Directors") were paid a retainer of $15,000 consisting of cash remuneration of
$10,000 and shares of the Company's Common Stock valued at $5,000 as of the
date of last year's Annual Meeting of Shareholders. In addition, pursuant to
the Company's Independent Outside Directors' Stock Option Plan, the Outside
Directors each receive an annual stock option grant of 1,000 shares of the
Company's Common Stock with an exercise price per share equal to the price of
the stock on the New York Stock Exchange as of the date of each year's Annual
Meeting of Shareholders. Outside Directors also received $1,000 for each
Regular, Audit Committee and Compensation Committee meeting they attended.
Marilyn F. Cragin, Arthur D. Davis, Susan F. Davis and Arthur S. Sills received
$500 for each meeting they attended. All other directors, being officers of the
Company, received no payment for the fulfillment of their directorial
responsibilities.
CERTAIN TRANSACTIONS
During 1998 four executive officers, Steven Brown, Vice President and
General Manager, Champ Service Line Division, Stanley Davidow, Vice President
and General Manager, Four Seasons Division, and John P. Gethin, Senior Vice
President-Operations were indebted to the Company as a result of loans made to
them by the Company.
Officers who are granted options under the Company's 1994 Omnibus Stock
Option Plan are required to attain a Common Stock ownership position with a
market value equal to 50% of the grantee's base salary at the time of grant.
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
was 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 1996 Mr. Brown borrowed $45,948 for the purchase of the Company's
Common Stock to meet the above-mentioned stock ownership requirement. This loan
was repaid in October 1998. In August 1997, Mr. Brown borrowed $174,620 as a
bridge loan for his planned relocation. In January 1998 he borrowed an
additional $136,260 for this relocation. In accordance with Company policy on
bridge loans, these loans are non-interest bearing. This loan was repaid in
October 1998.
In 1996 Mr. Davidow borrowed $77,916 for the purchase of the Company's
Common stock to meet the above-mentioned stock ownership requirement. This loan
was repaid in July 1998.
In 1997 Mr. Gethin borrowed $77,488 for the purchase of the Company's
Common stock to meet the above-mentioned stock ownership requirement. At March
31, 1998, the amount of this indebtedness was $62,038.
During 1998, the Company's Four Seasons Division purchased a portion of its
remanufacturing component requirements (approximately $4,535,000) from Recore
Automotive, Incorporated. The owner of Recore Automotive is a member of the
immediate family of Mr. Stanley Davidow, former Vice President and General
Manager, Four Seasons Division. The purchases made from Recore Automotive are
within the Company's guidelines for transactions with related parties, which
require that any such transactions be conducted on an arm's length basis.
4
<PAGE> 7
EXECUTIVE COMPENSATION
The following table sets forth the annual compensation for the Co-Chief
Executive Officers and the five 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 (4)....................... 1998 $ 76,000 -- -- $ 3,171 $ 6,172
Co-Chief Executive Officer, 1997 192,744 -- -- 2,286 7,440
Co-Chairman of the Board and Director 1996 259,000 $ 27.600 -- 3,514 6,774
Nathaniel L. Sills..................... 1998 76,000 57,039 -- -- 6,121
Co-Chief Executive Officer, 1997 192,744 -- -- (5,308) 7,440
Co-Chairman of the Board and Director 1996 259,000 27,600 -- (3,727) 6,774
Lawrence I. Sills...................... 1998 290,000 264,271 -- 25,073
President, Chief Operating 1997 290,000 -- 40,000 18,426
Officer and Director 1996 278,000 92,000 22,000 14,823
Joseph G. Forlenza..................... 1998 275,000 220,165 -- 29,653
Vice President and 1997 265,000 62,600 23,000 18,480
General Manager Standard Division 1996 260,000 115,875 16,000 15,341
John P. Gethin (5)..................... 1998 275,000 242,249 -- 23,069
Senior Vice President-Operations 1997 240,000 74,025 35,000 11,648
1996 211,000 32,543 16,000 2,715
Michael J. Bailey...................... 1998 250,000 222,526 -- 28,504
Senior Vice President-Finance 1997 230,000 74,875 35,000 14,781
1996 225,000 79,500 16,000 11,876
Stanley Davidow (6).................... 1998 272,000 250,000 30,787
Vice President and 1997 265,000 69,213 23,000 18,192
General Manager Four Seasons Division 1996 257,000 89,288 16,000 14,637
</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 widow of Bernard Fife. Mrs. Ruth
Sills, wife of Nathaniel L. Sills, passed away in 1998.
(3) Company contributions to Profit Sharing, 401K, ESOP and SERP programs.
(4) Mr. Fife resigned as Co-Chief Executive Officer and as a Director of the
Company on May 21,1998.
(5) Mr. Gethin's date of hire with the Company was October 2, 1995.
(6) Mr. Davidow resigned from the Company on October 6, 1998.
5
<PAGE> 8
OPTION GRANTS IN THE LAST FISCAL YEAR
THERE WERE NO GRANTS OF STOCK OPTIONS TO THE NAMED OFFICERS IN 1998.
OPTION EXERCISES AND HOLDINGS
The following table provides information with respect to option
exercises in 1998 by the Named Officers and the value of such Officers'
unexercised options at December 31, 1998.
AGGREGATED OPTION EXERCISES IN 1998
AND DECEMBER 31, 1998 OPTION VALUES
<TABLE>
<CAPTION>
(1) 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 EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Bernard Fife........................ 10,000 $ 53,125 30,000 -- $235,800 $ --
Nathaniel L. Sills.................. 10,000 53,125 30,000 -- 235,800 --
Lawrence I. Sills................... 10,000 53,125 51,000 41,000 360,400 137,800
Joseph G. Forlenza.................. -- -- 33,750 25,250 242,245 92,635
John P. Gethin...................... 10,000 71,725 16,750 34,250 96,025 107,575
Michael J. Bailey................... 15,000 110,400 21,750 34,250 135,325 107,575
Stanley Davidow..................... -- 54,000 -- 330,080 --
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Market value of underlying securities on dates of exercise, minus
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 $24.25 per
share on December 31, 1998 (the last trading day of 1998), minus the
exercise price.
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
The Company's Compensation Committee of the Board of Directors was
established in 1992. The Committee is responsible for approving the
compensation packages (base salary and bonus) of the Company's officers, for
administering the Company's Stock Option Plans, and for reviewing the Company's
overall compensation policies including the structure of its bonus program.
Effective January 1, 1998 the company modified its MBO Bonus Program
into an Economic Value Added (EVA) based program. This change was made to more
closely align executive compensation to continuous improvements in corporate
performance and increases in shareholder value. In this regard, the
Compensation Committee endorses the following guidelines for compensation
decisions:
- Provide a competitive total compensation package that enables the
Company to attract and retain key executive talent.
- Align all pay programs with the Company's annual and long-term
strategies and objectives.
- Provide variable compensation incentives directly linked to the
performance of the Company and improvement in shareholder return.
Under the EVA bonus program, the bonus of the Chief Operating Officer is
based 80% on year-over-year improvement in Company EVA and 20% on goals
approved by the Board. The bonuses of the other officers are based 80% upon
year-over-year improvement in the Company's EVA and 20% on individual goals
approved by the Chief Operating Officer. A portion of the bonuses earned by
each officer is retained by the Company to be paid in future years, based upon
the attainment of specified future EVA improvements. If such future
improvements are not attained, a portion (or all) of each executive officer's
retained amount is forfeited.
In connection with the EVA program, the Compensation Committee issued an
additional stock option grant to each executive officer under the 1994 Omnibus
Stock Option Plan. These grants include proportional vesting over a four year
period beginning September, 1998 at increasing exercise prices. This feature
further strengthens the link between continuous Company improvement and
long-term executive compensation. These stock options require a holding period
before they may be exercised. The exercise price for the initial vesting
portion of each grant was set at the market price of the Company's Common Stock
on the date of the grant. The portions of the grant that vest over years two
through four each carry higher exercise prices. To gain access to the
non-vested portions, executive officers must retain ownership of specified
numbers of shares of the Company's Common Stock.
Submitted by:
Robert M. Gerrity
John L. Kelsey
Andrew M. Massimilla
Robert J. Swartz
William H. Turner
6
<PAGE> 9
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)
[LINE GRAPH]
<TABLE>
<CAPTION>
Standard Motor S&P 500 Peer
Products, Inc. Index Group
<S> <C> <C> <C>
12/31/93 100 100 100
12/31/94 76 101 84
12/31/95 59 139 86
12/31/96 56 168 121
12/31/97 90 220 164
12/31/98 97 264 165
</TABLE>
Assumes $100 invested on December 31, 1993 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 Federal-Mogul Corporation, Dana
Corporation, SPX Corporation, MascoTech, Inc., Genuine Parts Company,
Mark IV Industries, Inc. and Arvin Industries, Inc.
7
<PAGE> 10
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 9, 1999. On such date 13,130,018 shares of Common Stock were
outstanding and entitled to vote.
The close of business on April 9, 1999 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 20, 1999.
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 name 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 LLP to audit
the accounts of the Company for the fiscal year ending December 31, 1999.
Management does not believe it is necessary for shareholders to ratify this
appointment due to the satisfactory services of KPMG 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 LLP was unanimously approved by the Audit Committee
of the Board of Directors consisting of Messrs. Gerrity, Kelsey, Massimilla,
Swartz and Turner.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at next year's Annual
Meeting of Shareholders of the Company 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 5, 2000 for inclusion in the Company's
proxy statement and form of proxy relating to that meeting.
GENERAL
The Company's 1998 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, management knows of no matters
other than 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 20, 1999
8
<PAGE> 11
STANDARD MOTOR PRODUCTS, INC.
REVOCABLE PROXY
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
<TABLE>
<S> <C>
WITH- FOR ALL
ANNUAL MEETING OF SHAREHOLDERS 1. Election of Directors FOR HOLD EXCEPT
MAY 20, 1999 / / / / / /
The undersigned shareholder of STANDARD MOTOR
PRODUCTS, INC. (the "Company") hereby appoints MARILYN F. CRAGIN, ARTHUR D. DAVIS, SUSAN F. DAVIS,
LAWRENCE I. SILLS and NATHANIEL L. SILLS, as Proxies, ROBERT M. GERRITY, JOHN L. KELSEY, ANDREW M. MASSIMILLA,
each with the power to appoint his substitute, and ARTHUR S. SILLS, LAWRENCE I. SILLS, NATHANIEL L. SILLS,
hereby authorizes them to represent and vote as ROBERT J. SWARTZ AND WILLIAM H. TURNER
designated on this Proxy, all of the shares of the
Company's Common Stock held of record by the undersigned INSTRUCTION: To withhold authority to vote for any individual
on April 9, 1999 at the annual meeting of the nominee, "For All Except" and write that nominee's name in mark
shareholders of the Company to be held on May 20, the space provided below.
1999, or at any adjournment thereof.
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2. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS
ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE NOMINEES NAMED ABOVE.
IF ANY OTHER BUSINESS IS PRESENTED AT SUCH ANNUAL MEETING, THIS PROXY
WILL BE VOTED BY THE MAJORITY OF THE BOARD OF DIRECTORS. AT THE
PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE
PRESENTED AT THE ANNUAL MEETING.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
-----------------------
Please be sure to sign and date Date
this Proxy in the box below
- ------------------------------------------------------------
- --Stockholder sign above----Co-holder (if any) sign above
</TABLE>
- DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED. -
STANDARD MOTOR PRODUCTS, INC.
- -------------------------------------------------------------------------------
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 THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
- -------------------------------------------------------------------------------
