<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 1994
REGISTRATION NO. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
THE STANDARD PRODUCTS COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Ohio 34-0549970
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
2130 West 110th Street 44102
Cleveland, Ohio (Zip Code)
(Address of Principal Executive Offices)
____________________
THE STANDARD PRODUCTS COMPANY 1993 EMPLOYEE STOCK OPTION PLAN
(Full Title of the Plan)
____________________
Audrey E. Arndt
Vice President-Finance
2130 West 110th Street
Cleveland, Ohio 44102
(Name and Address of Agent For Service)
(216) 281-8300
(Telephone Number, Including Area Code,
of Agent for Service)
____________________
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be Offering Price Aggregate Registration
Registered Registered1 Per Share2 Offering Price2 Fee
- --------------------------------------------------------------------------------
Common Shares, 300,000
$1.00 par value Common Shares $26.8125 $8,043,750 $2,774
================================================================================
1 Also includes an indeterminate number of additional shares that may
become issuable pursuant to antidilution adjustment provisions of the
Plan.
2 Estimated in accordance with Rule 457 solely for the purpose of
determining the registration fee, based on the last sale price on
June 1, 1994, of the registration's Common Shares as reported on the
New York Stock Exchange.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Standard Products Company (sometimes hereinafter referred to as
the "Company" or the "registrant") to the extent applicable incorporates
herein by reference (i) its latest annual report filed pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), (ii) all other reports filed pursuant to Section 13(a) or Section 15(d)
of the Exchange Act since the end of the fiscal year covered by the annual
report referred to in (i) above, and (iii) the description of the Common Shares
contained in a registration statement, filed with the Securities and Exchange
Commission under the Exchange Act, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment that indicates that all Common Shares offered under
the Plan have been sold or that deregisters all such Common Shares then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing such
documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Shares and interests in the Plan offered
hereby has been passed on for the Company by Baker & Hostetler, 3200 National
City Center, Cleveland, Ohio 44114. John D. Drinko, a director of the Company,
is Senior Advisor to the policy committee of Baker & Hostetler and is the
beneficial owner of 857,415 Common Shares as of January 31, 1994.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1701.13(E) of the Ohio Revised Code sets forth conditions and
limitations governing the indemnification of officers, directors, and other
persons.
Article VI, Section 1 of the Amended Code of Regulations, as amended,
of the Company contains certain indemnification provisions adopted pursuant to
authority contained in Section 1701.13(E) of the Ohio Revised Code. The
Company's Amended Code of Regulations, as amended, provides for the
indemnification of its officers, directors and employees and officers,
directors and employees of other corporations, partnerships, joint ventures,
trusts or other enterprises serving at the request of the Company against all
expenses (including fees), judgments, decrees, fines, penalties and amounts
paid in settlement actually and reasonably incurred in connection with any
threatened, pending, or completed action, suit or proceeding to which they were
or are parties or are threatened to be made parties by reason of acting in such
capacities, provided that it is determined, either by a majority vote of a
quorum of disinterested directors of the Company or the shareholders of the
Company or otherwise as provided in Section 1701.13(E) of the Ohio Revised
Code, that (a) they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the Company; (b) in
any action, suit or proceeding or by or in the right of the Company, they were
not, and have not been adjudicated to have been, negligent or guilty of
misconduct in the performance of their duties to the Company; and (c) with
respect to any criminal action or proceeding, that they had no reasonable cause
to believe that their conduct was unlawful. Section 1701.13(E) provides that
to the extent a director, officer, employee, or other person has been
successful on the merits or otherwise in defense of any such action, suit, or
proceeding, he shall be indemnified against expenses reasonably incurred in
connection therewith. At present there are no claims, actions, suits, or
proceedings pending where indemnification would be required under these
provisions, and the Company does not know of any threatened claims, actions,
suits, or proceedings which may result in a request for such indemnification.
The Company maintains directors' and officers' reimbursement and
liability insurance in the amount of $15,000,000. The risks covered by such
policy include certain liabilities under the securities laws.
II-1
<PAGE> 3
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
- -------------- ----------------------
<S> <C>
4 The Standard Products Company 1993 Employee Stock Option Plan
5 Opinion of Baker & Hostetler as to legality of securities being registered.
23(a) Consent of Arthur Andersen & Co.
23(b) Consent of Baker & Hostetler (included in Opinion filed as Exhibit 5 hereto)
24 Powers of Attorney (included at page II-4)
</TABLE>
ITEM 9. UNDERTAKINGS.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as
amended (the "Securities Act"); (ii) to reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement; provided, however, that paragraphs (i) and (ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-2
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cleveland, State of Ohio, on the 31st day of
May, 1994.
THE STANDARD PRODUCTS COMPANY
By: /s/James S. Reid, Jr.
-----------------------------------
James S. Reid, Jr., Chairman and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Aubrey E. Arndt, Thomas J. Stecz and R.
Steven Kestner, and each of them, severally, as his attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place, and stead, in any and all capacities, to sign any and all pre- or
post-effective amendments to this Registration Statement, and to file the same
with all exhibits hereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitutes may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 31st day of May, 1994.
Signature Title
--------- -----
/s/James S. Reid, Jr. Chairman and Chief Executive Officer
- ------------------------------- (principal executive officer)
James S. Reid, Jr.
/s/Aubrey E. Arndt Vice President-Finance
- ------------------------------- (principal financial officer)
Aubrey E. Arndt
/s/Thomas J. Stecz Corporate Controller
- ------------------------------- (principal accounting officer)
Thomas J. Stecz
/s/Richard J. Boland Director
- -------------------------------
Richard J. Boland
/s/Edward B. Brandon Director
- -------------------------------
Edward B. Brandon
/s/John D. Drinko Director
- -------------------------------
John D. Drinko
/s/Curtis E. Moll Director
- -------------------------------
Curtis E. Moll
/s/Malcolm R. Myers Director
- -------------------------------
Malcolm R. Myers
II-3
<PAGE> 5
/s/Leigh H. Perkins Director
- ------------------------------
Leigh H. Perkins
/s/Alfred M. Rankin, Jr. Director
- ------------------------------
Alfred M. Rankin, Jr.
/s/Alan E. Riedel Director
- ------------------------------
Alan E. Riedel
/s/W. Hayden Thompson Director
- ------------------------------
W. Hayden Thompson
/s/Theodore K. Zampetis Director
- ------------------------------
Theodore K. Zampetis
/s/John D. Sigel Director
- ------------------------------
John D. Sigel
II-4
<PAGE> 6
EXHIBIT INDEX
-------------
Exhibit
Number
- ------
4 The Standard Products Company 1993 Employee
Stock Option Plan
5 Opinion of Baker & Hostetler as to legality
of securities being registered.
23(a) Consent of Arthur Andersen & Co.
23(b) Consent of Baker & Hostetler (included in
Opinion filed as Exhibit 5 hereto)
24 Powers of Attorney (included at page II-4)
II-5
<PAGE> 1
EXHIBIT 4
THE STANDARD PRODUCTS COMPANY
1993 EMPLOYEE STOCK OPTION PLAN
1. INCENTIVE PURPOSE. The purpose of The Standard Products Company 1993
Employee Stock Option Plan (the "Plan") is to encourage and enable key
management employees of The Standard Products Company, an Ohio corporation (the
"Company"), and its subsidiaries to acquire a larger stock ownership and
personal financial interest in the Company and thereby provide additional
incentive for the promotion of the welfare of the Company and for the continued
service of the participants with the Company.
2. AMOUNT OF STOCK. Upon the approval of the Plan by the shareholders,
there shall be reserved, allotted and set aside for issuance under the Plan
300,000 of the presently authorized but unissued Common Shares, $1.00 par value,
of the Company (the "Common Shares"), subject to Paragraph 13, all of which may
be granted as incentive stock options.
3. ADMINISTRATION. The Plan shall be administered by the Compensation
Committee (the "Committee") of the Board of Directors which shall consist of not
less than three members, none of whom are employees of the Company or its
subsidiaries or are eligible to receive an incentive or nonqualified stock
option while serving as a member of the Committee, and each of whom shall be a
"disinterested person" within the meaning of Rule 16b-3 promulgated by the
Securities and Exchange Commission under the Securities Exchange Act of 1934 or
any successor definition adopted by the Securities and Exchange Commission. The
Board may also select one or more qualified Directors to serve as alternate
members of the Committee, who may take the place of any absent member or members
at any meeting of the Committee. The Committee shall be authorized to administer
the Plan in accordance with its terms and may adopt, amend or repeal such rules
and regulations as the Committee may desire concerning the conduct of its
affairs. The interpretation and construction by the Committee of any provision
of the Plan or of any stock option granted under it and the administration of
the Plan by the Committee shall be final. No member of the Board of Directors or
the Committee shall be liable for any action taken or omitted or any
determination made in good faith in connection with the Plan.
4. PARTICIPATION. Subject to the limitations herein set forth, the
Committee may grant incentive or nonqualified stock options from time to time
during the period ending August 1, 2003 to such key management employees of the
Company or any subsidiary thereof as in the opinion of the Committee will best
further the interests of the Company and achieve the purposes of the Plan. No
option shall be granted to any individual who, at the time the option is
granted:
(i) Shall not be an employee of the Company or a subsidiary (as
defined in Section 424(f) of the Internal Revenue Code of 1986, as amended
(the "Code")) thereof, or
(ii) Shall be a member of the Committee.
5. THE OPTION PRICE. Except as provided in Paragraph 7, the option price
per Common Share to be paid upon the exercise of any stock option, as determined
by the Committee, shall be not less than the fair market value per Common Share
at the time the option is granted. Such fair market value shall be the first
sale price per Common Share (or in the event there are no sales, then the
average of the opening bid and asked prices per Common Share) on the New York
Stock Exchange on the date on which the option is granted.
6. LENGTH OF OPTION. Except as otherwise provided, each option shall be
exercisable no later than ten (10) years from the date it is granted. Each
option granted to an employee, who at the time the incentive stock option is
granted to him, owns stock possessing more than 10% of the total combined voting
power of all classes of stock of the employee corporation or of its parent or
subsidiary corporation under the attribution rules set forth in Section 424(d)
of the Code, shall be exercisable no later than five (5) years from the date it
is granted. The Committee, in its sole discretion, will determine the vesting
schedule of each option granted under this Plan; provided, however, that no
option may be exercised prior to one year from the date it is
A-1
<PAGE> 2
granted. Except as provided in Paragraphs 8, 9 and 10 hereof, no option may be
exercised unless the optionee is at the time of such exercise in the employ of
the Company or of a subsidiary thereof and shall have been continuously so
employed since the granting of his option. Absence or leave approved by the
Committee in accordance with applicable provisions of the Code and the
regulations promulgated thereunder shall not be considered an interruption of
employment for purposes of the Plan.
7. LIMITATION ON GRANTING OF OPTIONS. The Committee shall not grant
incentive stock options if the aggregate fair market value (determined at the
time the option is granted) of Common Shares with respect to which incentive
stock options are exercisable for the first time by an employee during any
calendar year (under all option plans of his employer corporation and its parent
and subsidiary corporations) shall exceed $100,000. In no event shall there be
granted under the 1993 Stock Option Plan to any employee options to purchase
more than 100,000 Common Shares. If any employee, at the time an incentive stock
option is granted to him, owns stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the employer
corporation or its parent or subsidiary corporations (taking into account the
attribution of stock ownership rules set forth in Section 424(d) of the Code),
the option price per Common Share to be paid upon the exercise of such incentive
stock option shall not be less than one hundred and ten percent (110%) of the
fair market value per Common Share at the time the incentive stock option is
granted, as determined in accordance with Paragraph 5.
8. TERMINATION OF EMPLOYMENT. If an optionee shall cease to be employed by
the Company or a subsidiary thereof on account of normal retirement, early
retirement, or disability, either physical or mental, he may exercise his option
to the extent that he was entitled to exercise it at the date of such cessation
or for such greater number of shares subject to the option as to which the
Committee may authorize an acceleration of time of exercise under the option. If
such cessation of employment is for any reason other than death or permanent and
total disability (within the meaning of Section 22(e)(3) of the Code), said
optionee may exercise his option to the same extent, but only within the three
months next succeeding such cessation of employment; provided, however, that in
the event of an uninterrupted transfer of employment to or between the Company
and/or any parent or subsidiary corporation of the Company, such option shall
continue in effect until the employee ceases to be employed by all such
affiliated corporations. Neither the Plan, nor the granting of any option
thereunder, will confer upon any optionee any right with respect to continuance
of employment by the Company, or any subsidiary thereof, nor will it interfere
in any way with his right, or the employer's right, to terminate his employment
at any time.
9. DEATH OF OPTIONEE. In the event of the death of an optionee while in the
employ of the Company or a subsidiary thereof, the options theretofore granted
to him shall be exercisable only within one year next succeeding such death, or
within the balance of the period of the option if less than one year, and then
only by the administrator or executor of his estate and to the extent that the
deceased optionee was entitled to exercise it at the date of his death.
10. DISABILITY OF OPTIONEE. In the event of the permanent and total
disability (within the meaning of Section 22(e)(3) of the Code) of the optionee
while in the employ of the Company or a subsidiary thereof, the options
theretofore granted to him shall be exercisable only within the one-year period
next succeeding his cessation of employment.
11. NONASSIGNABILITY. Each option shall by its terms provide that it is not
transferable by the optionee other than by will or the laws of descent and
distribution and that it is exercisable during his lifetime, only by the
optionee or by the optionee's duly authorized legal representative if the
optionee is unable to exercise his option as a result of the optionee's
disability, but only if, and to the extent, permitted by Section 422 of the
Code, and after his death, only by his administrator or executor, as above
permitted.
12. METHOD OF EXERCISE. Options shall be exercised in blocks of fifty (50)
or more shares. Exercise of options shall be by the execution by the person
entitled at the time to exercise the options of a written notice of such
exercise and delivery thereof to the Company at its principal office in
Cleveland, Ohio, which notice shall specify the number of shares being
purchased. In the case of Common Shares purchased under options (unless such
Common Shares have in either case been registered under the Securities Act of
1933 (the "1933 Act")), the written notice shall contain a representation in
form approved by the Company that such
A-2
<PAGE> 3
Common Shares are being acquired not with a view to resale or distribution and
will not be sold or otherwise transferred except upon compliance with the 1933
Act and the Rules and Regulations issued thereunder. In the case of the exercise
of an option, such notice shall be accompanied by payment in full of the option
price of the Common Shares. Payment of the option price with respect to any
stock option may be made in cash or in Common Shares valued at the closing sale
price per Common Share (or in the event there are no sales, then the average of
the closing bid and asked prices per Common Share) on the New York Stock
Exchange on the last trading day preceding the date on which the option is
exercised. Upon receipt of such notice and payment, the Company will promptly
issue and deliver its certificate for the number of Common Shares being
purchased under options. No person, estate or other entity shall have any of the
rights of a shareholder with reference to Common Shares subject to an option
until a certificate or certificates for the shares have been delivered. An
option granted under this Plan may be exercised for any lesser number of Common
Shares than the full amount for which it could be exercised subject to the first
two sentences of this Paragraph. Such a partial exercise of an option shall not
affect the right to exercise the option from time to time in accordance with
this Plan for the remaining Common Shares subject to the option.
13. ADJUSTMENTS. In the event of any change in the number or kind of
outstanding shares of the Company by reason of recapitalization, merger,
consolidation, reorganization, separation, liquidation, stock split, stock
dividend, combination of shares or any other change in the corporate structure
or shares of stock of the Company, the Committee in its discretion shall make an
appropriate adjustment in the number and kind of shares for which options may
thereafter be granted both in the aggregate and as to each optionee, as well as
in the number and kind of shares subject to options theretofore granted and the
option price payable upon exercise of such options.
14. REALLOCATION OF UNUSED SHARES. Shares which are not purchased under
options which terminate or lapse may be used for the further grant of options
under the Plan.
15. EXPIRATION AND TERMINATION OF THE PLAN. Options may be granted under
the Plan at any time up to and including August 1, 2003, on which date the Plan
will expire, except as to options then outstanding under the Plan, which options
shall remain in effect until they have been exercised or have expired.
16. AMENDMENT AND REVOCATION. The Board of Directors shall have the right
to alter, amend or revoke the Plan or any part thereof at any time and from time
to time; provided, however, that the Board of Directors shall obtain any
approval by shareholders which is necessary for continued applicability of Rule
16b-3 of the Securities and Exchange Commission; and provided, further, that,
without the consent of the optionees, no change may be made in any option
theretofore granted which will impair the rights of such optionees.
17. COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES.
a. No option shall be exercisable and no Common Shares will be delivered
under this Plan except in compliance with all applicable federal and state laws
and regulations including, without limitation, compliance with the rules of all
domestic stock exchanges on which the Company's Common Shares may be listed. Any
share certificate issued to evidence Common Shares may bear legends and
statements the Committee shall deem advisable to assure compliance with federal
and state laws and regulations. No option shall be exercisable, and no Common
Shares will be delivered under this Plan, until the Company has obtained consent
or approval from regulatory bodies, federal or state, having jurisdiction over
such matters as the Committee may deem advisable.
b. In the case of the exercise of an option by a person or estate acquiring
the right to exercise the option by bequest or inheritance, the Committee may
require reasonable evidence as to the ownership of the option and may require
such consents and releases of taxing authorities as it may deem advisable.
18. WITHHOLDING OF TAXES. No later than the date as of which an amount
first becomes includable in the gross income of an optionee for federal income
tax purposes with respect to any option granted under the Plan, the optionee
shall pay to the Company, or make arrangements satisfactory to the Committee
regarding the payment of, any federal, state or local taxes of any kind required
by law to be withheld with respect to such amount. Unless otherwise determined
by the Committee, withholding obligations may be settled with Common Shares,
including Common Shares that are a part of the option that gives rise to the
withholding
A-3
<PAGE> 4
requirement. The obligations of the Company under the Plan shall be conditional
on such payment or arrangements and the Company and its subsidiaries and
affiliates shall, to the extent permitted by law, have the right to deduct any
such taxes from any payment of any kind otherwise due the optionee.
19. INTENT. Options granted under the Plan may be: (i) options which are
intended to qualify and are identified as incentive stock options under Section
422 of the Code; (ii) options which are not intended clearly to qualify under
Section 422 of the Code and are clearly identified as options which are not to
be treated as incentive stock options under Section 422 of the Code; or (iii)
both of the foregoing.
20. GOVERNING LAW. The Plan, all options and action taken thereunder and
any agreements relating thereto, shall be governed by and construed in
accordance with the laws of the State of Ohio.
A-4
<PAGE> 1
EXHIBIT 5
June 6, 1994
The Standard Products Company
2130 West 110th Street
Cleveland, Ohio 44102
Re: The Standard Products Company
1993 Employee Stock Option Plan
-------------------------------
Gentlemen:
We have acted as counsel to The Standard Products Company, an Ohio
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement") filed under the Securities
Act of 1933, as amended (the "Act"), relating to the offering of up to 300,000
Common Shares, $1.00 par value (the "Common Shares"), of the Company pursuant
to The Standard Products Company 1993 Employee Stock Option Plan (the "Plan").
We have examined the Plan and such documents, records and matters of law as
we have deemed necessary for purposes of this opinion and, based solely
thereon, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing under
the laws of the State of Ohio.
2. The Common Shares available for issuance under the Plan, when issued and
sold pursuant to the Plan, will be duly authorized, legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference of our firm in Item 5 of Part II to
the Registration Statement.
Very truly yours,
/s/ Baker & Hostetler
CCM2811:01530:56001:CCM-12.LTR
<PAGE> 1
EXHIBIT NO. 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated July 28, 1993
included and incorporated by reference in The Standard Products Company's Form
10-K for the year ended June 30, 1993 and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN & CO.
Cleveland, Ohio,
June 6, 1994.
