<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(MARK ONE)
_______ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended June 30, 1994
---------------------------------------------------
OR
_______ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
-------------------- ----------------------
Commission file number 1-2917
-----------------------------------------------------
THE STANDARD PRODUCTS COMPANY
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
OHIO 34-0549970
- ------------------------------------- --------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2130 WEST 110TH STREET, CLEVELAND, OH 44102
- ------------------------------------- --------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (216) 281-8300
--------------------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- --------------------------- -----------------------------------------
COMMON SHARES, $1 PAR VALUE
- --------------------------- -----------------------------------------
- --------------------------- -----------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
- -------------------------------------------------------------------------------
(Title of class)
- -------------------------------------------------------------------------------
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No
----- -----
State the aggregate market value of the voting stock held by nonaffiliates of
the registrant. The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within 60 days prior to the date of filing.
(See definition of affiliate in Rule 405). $370,981,595 AT AUGUST 31, 1994
----------------------------------
(APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes ______ No ______
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date. 16,682,234 AT AUGUST 31, 1994
-----------------------------
(DOCUMENTS INCORPORATED BY REFERENCE)
List hereunder the following documents if incorporated by reference and the
Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).
1994 ANNUAL REPORT TO SHAREHOLDERS (PARTS I, II AND IV)
- -------------------------------------------------------
PROXY STATEMENT FOR 1994 ANNUAL MEETING OF SHAREHOLDERS (PART III)
- ------------------------------------------------------------------
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report for the year ended
June 30, 1994 on Form 10-K as set forth on the pages attached hereto:
Form 10-K was amended in accordance with Rule 15D-21 to include, as a part
thereof, Form 11-K for the annual report and exhibits of:
- - The Standard Products Individual Retirement and Investment Trust Plan
for the fiscal year ended June 30, 1994
- - The Standard Products Company Collectively Bargained Savings and
Retirement Plan (Gaylord, Michigan Plant), U.A.W. Local 388; Gaylord,
Michigan for the fiscal year ended June 30, 1994
- - The Standard Products Company Collectively Bargained Savings and
Retirement Plan (Lexington Division), U.A.W. Local 1681; Lexington,
Kentucky for the fiscal year ended June 30, 1994
- - The Standard Products Company Collectively Bargained Savings and
Retirement Plan (Port Clinton, Ohio Plant), U.A.W. Local 497; Port
Clinton, Ohio for the fiscal year ended June 30, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto.
THE STANDARD PRODUCTS COMPANY
Date: December 21, 1994 By: /s/ Thomas J. Stecz
---------------------------
Thomas J. Stecz
Corporate Controller and
Assistant Secretary
<PAGE> 2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11K
ANNUAL REPORT
Pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended June 30, 1994
-------------
A. Full title of plan and the address of the plan, if different from that
of the issuer:
The Standard Products Company Individual Retirement and Investment Trust Plan
- -----------------------------------------------------------------------------
B. Name of issuer of securities held pursuant to the plan and the address
of its principal executive office:
The Standard Products Company
-----------------------------
2130 West 110th Street, Cleveland, Ohio 44102
----------------------------------------------
Required Information
--------------------
Financial Statements:
Report of Independent Public Accountants
Statement of Financial Position
--June 30, 1994 and 1993
Statement of Income and Changes in Plan Equity
for the year ended June 30, 1994
Notes to Financial Statements
I - Schedule of Investments as of June 30, 1994
The information required by Schedules II and III is
provided in the above financial statements or notes thereto.
Schedule of Reportable Transactions
Schedule of Non-Exempt Transactions
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the members of The Standard Products Individual Retirement and Investment Trust
Plan Committee, as administrator of The Standard Products Individual Retirement
and Investment Trust Plan, have duly caused this annual report to be signed by
the undersigned thereunto duly authorized.
The Standard Products Individual
Retirement and Investment Trust Plan
Date: December 21, 1994 By: /s/ Thomas J. Stecz
-------------------------------
Committee Member
<PAGE> 3
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To The Standard Products Company:
We have audited the accompanying statements of financial position of
the STANDARD PRODUCTS INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN as of
June 30, 1994 and 1993, and the related statement of income and changes in plan
equity for the year ended June 30, 1994. These financial statements and the
schedules referred to below are the responsibility of the plan administrator.
Our responsibility is to express an opinion on these financial statements and
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the Plan as of June
30, 1994 and 1993, and its income and changes in plan equity for the year ended
June 30, 1994, in conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes, reportable transactions and non-exempt
transactions are presented for purposes of additional analysis and are not a
required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules have been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, are fairly stated, in all material respects, in relation to the basic
financial statements taken as a whole.
/s/ Arthur Andersen LLP
Cleveland, Ohio,
December 7, 1994.
<PAGE> 4
<TABLE>
STANDARD PRODUCTS INDIVIDUAL RETIREMENT
---------------------------------------
AND INVESTMENT TRUST PLAN
-------------------------
STATEMENT OF FINANCIAL POSITION
-------------------------------
AS OF JUNE 30, 1994
-------------------
<CAPTION>
Non-Participant Directed
---------------------------------------------
Common Short
Stock Term PAYSOP
Cost Total Fund Fund Fund
----------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments - at market value
The Standard Products
Common Share Fund $9,229,285 $12,474,413 $7,196,051 $0 $0
The Standard Products PAYSOP
Fund 238,411 466,544 0 0 466,544
Vanguard Windsor II Fund 4,794,828 5,161,591 0 0 0
Vanguard Fixed Rate GIC Fund 3,453,070 3,453,070 0 0 0
Vanguard Money Market
Reserves-Prime Portfolio 3,815,045 3,815,045 0 778,618 0
Vanguard STAR Fund 3,542,973 3,669,067 0 0 0
----------- ----------- ---------- ---------- --------
$25,073,612 29,039,730 7,196,051 778,618 466,544
===========
Receivables
The Standard Products Company 315,761 118,457 197,304 0
Plan Participants 306,452 0 0 0
Interest and Dividends 74,816 41,835 0 2,687
----------- ---------- ---------- --------
Plan Equity $29,736,759 $7,356,343 $ 975,922 $469,231
=========== ========== ========== ========
<CAPTION>
Participant Directed
------------------------------------------------------------------------------
Common Fixed Short
Stock Equity Income Term Balanced
Fund Fund Fund Fund Fund
---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments - at market value
The Standard Products
Common Share Fund $5,278,362 $0 $0 $0 $0
The Standard Products PAYSOP
Fund 0 0 0 0 0
Vanguard Windsor II Fund 0 5,161,591 0 0 0
Vanguard Fixed Rate GIC Fund 0 0 3,453,070 0 0
Vanguard Money Market
Reserves-Prime Portfolio 0 0 0 3,036,427 0
Vanguard STAR Fund 0 0 0 0 3,669,067
---------- ---------- ---------- ---------- ----------
5,278,362 5,161,591 3,453,070 3,036,427 3,669,067
Receivables
The Standard Products Company 0 0 0 0 0
Plan Participants 51,113 82,196 65,871 44,081 63,191
Interest and Dividends 30,294 0 0 0 0
---------- ---------- ---------- ---------- ----------
Plan Equity $5,359,769 $5,243,787 $3,518,941 $3,080,508 $3,732,258
========== ========== ========== ========== ==========
<FN>
The accompanying Notes to Financial Statements are an integral part of this statement.
</TABLE>
<PAGE> 5
<TABLE>
STANDARD PRODUCTS INDIVIDUAL RETIREMENT
---------------------------------------
AND INVESTMENT TRUST PLAN
-------------------------
STATEMENT OF FINANCIAL POSITION
-------------------------------
AS OF JUNE 30, 1993
-------------------
<CAPTION>
Non-Participant Directed
-----------------------------------------
Common Short
Stock Term PAYSOP
Cost Total Fund Fund Fund
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments - at market value
The Standard Products
Common Share Fund $7,032,887 $12,935,446 $7,523,207 $0 $0
The Standard Products PAYSOP
Fund 247,040 588,858 0 0 588,858
Vanguard Windsor II Fund 3,617,379 4,277,741 0 0 0
Vanguard Fixed Rate GIC Fund 3,632,056 3,632,056 0 0 0
Vanguard Money Market
Reserves-Prime Portfolio 3,472,884 3,472,884 0 642,308 0
Vanguard STAR Fund 2,969,408 3,314,005 0 0 0
----------- ----------- ----------- ----------- -----------
$20,971,654 28,220,990 7,523,207 642,308 588,858
===========
Receivables
The Standard Products Company 266,974 100,817 166,157 0
Plan Participants 260,043 0 0 0
Interest and Dividends 62,448 34,748 0 2,701
----------- ----------- ----------- -----------
Plan Equity $28,810,455 $7,658,772 $808,465 $591,559
=========== =========== =========== ===========
<CAPTION>
Participant Directed
---------------------------------------------------------------------------
Common Fixed Short
Stock Equity Income Term Balanced
Fund Fund Fund Fund Fund
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments - at market value
The Standard Products
Common Share Fund $5,412,239 $0 $0 $0 $0
The Standard Products PAYSOP
Fund 0 0 0 0 0
Vanguard Windsor II Fund 0 4,277,741 0 0 0
Vanguard Fixed Rate GIC Fund 0 0 3,632,056 0 0
Vanguard Money Market
Reserves-Prime Portfolio 0 0 0 2,830,576 0
Vanguard STAR Fund 0 0 0 0 3,314,005
----------- ----------- ----------- ----------- -----------
5,412,239 4,277,741 3,632,056 2,830,576 3,314,005
Receivables
The Standard Products Company 0 0 0 0 0
Plan Participants 37,647 65,519 60,763 42,645 53,469
Interest and Dividends 24,999 0 0 0 0
----------- ----------- ----------- ----------- -----------
Plan Equity $5,474,885 $4,343,260 $3,692,819 $2,873,221 $3,367,474
=========== =========== =========== =========== ===========
<FN>
The accompanying Notes to Financial Statements are an integral part of this statement.
</TABLE>
<PAGE> 6
<TABLE>
STANDARD PRODUCTS INDIVIDUAL RETIREMENT
---------------------------------------
AND INVESTMENT TRUST PLAN
-------------------------
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
----------------------------------------------
FOR THE YEAR ENDED JUNE 30, 1994
--------------------------------
<CAPTION>
Non-Participant Directed
----------------------------------------
Common Short
Stock Term PAYSOP
Total Fund Fund Fund
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
ADDITIONS
- ---------
Investment Income
Net Change in Unrealized Appreciation/
(Depreciation) of Investments ($2,519,168) ($1,244,866) $0 ($85,517)
Dividend and Interest Income 1,113,490 154,354 24,153 10,644
Realized Gain/(Loss) (32,130) (6,477) 0 (1,553)
Contributions
Plan Participants 3,528,031 0 0 0
The Standard Products Company 1,566,497 1,369,193 197,304 0
Transfers from Other Funds 4,623,504 0 0 0
Miscellaneous Receipts 86,266 0 0 0
----------- ----------- ----------- -----------
Total Additions 8,366,490 272,204 221,457 (76,426)
----------- ----------- ----------- -----------
DEDUCTIONS
- ----------
Participant Withdrawals (2,816,683) (574,633) (54,000) (45,902)
Transfers to Other Funds (4,623,504) 0 0 0
----------- ----------- ----------- -----------
Total Deductions (7,440,187) (574,633) (54,000) (45,902)
----------- ----------- ----------- -----------
Net Additions/(Deductions) 926,303 (302,429) 167,457 (122,328)
Plan Equity - Beginning of Year 28,810,455 7,658,772 808,465 591,559
----------- ----------- ----------- -----------
Plan Equity - End of Year $29,736,758 $7,356,343 $975,922 $469,231
=========== =========== =========== ===========
<CAPTION>
Participant Directed
-------------------------------------------------------------------------------
Common Fixed Short
Stock Equity Income Term Balanced
Fund Fund Fund Fund Fund
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ADDITIONS
- ---------
Investment Income
Net Change in Unrealized Appreciation/
(Depreciation) of Investment ($865,293) ($164,875) $0 $0 ($158,617)
Dividend and Interest Income 110,512 304,368 173,537 91,395 244,527
Realized Gain/(Loss) (11,861) (866) 0 0 (11,373)
Contributions
Plan Participants 553,617 942,947 757,731 544,200 729,536
The Standard Products Company 0 0 0 0 0
Transfers from Other Funds 1,130,407 799,762 1,646,031 654,867 392,437
Miscellaneous Receipts 19,913 17,504 7,955 11,048 29,846
----------- ----------- ----------- ----------- -----------
Total Additions 937,295 1,898,840 2,585,254 1,301,510 1,226,356
----------- ----------- ----------- ----------- -----------
DEDUCTIONS
- ----------
Participant Withdrawals (447,101) (618,082) (345,614) (333,367) (397,984)
Transfers to Other Funds (605,310) (380,231) (2,413,518) (760,856) (463,589)
----------- ----------- ----------- ----------- -----------
Total Deductions (1,052,411) (998,313) (2,759,132) (1,094,223) (861,573)
----------- ----------- ----------- ----------- -----------
Net Additions/(Deductions) (115,116) 900,527 (173,878) 207,287 364,783
Plan Equity - Beginning of Year 5,474,885 4,343,260 3,692,819 2,873,221 3,367,474
----------- ----------- ----------- ----------- -----------
Plan Equity - End of Year $5,359,769 $5,243,787 $3,518,941 $3,080,508 $3,732,257
=========== =========== =========== =========== ===========
<FN>
The accompanying Notes to Financial Statements are an integral part of this statement.
</TABLE>
<PAGE> 7
STANDARD PRODUCTS INDIVIDUAL
RETIREMENT AND INVESTMENT TRUST PLAN
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1994 AND 1993
(1) SUMMARY OF PLAN:
GENERAL
The Standard Products Individual Retirement and Investment
Trust Plan (the Plan) is a deferred compensation plan and was
established effective December 31, 1983, to encourage employees to
adopt a regular savings program and to provide additional funds for
retirement. Effective July 1, 1990, The Standard Products Company
(the Company) amended and restated the Plan in its entirety. As part
of the amendment and restatement, the Oliver Rubber Company Individual
Retirement and Investment Plan (Oliver Rubber Company Plan) and the
Holm Industries, Inc. 401(k) Retirement Plan (Holm Industries Plan)
were merged with the Plan. The Oliver Rubber Company Plan transferred
$2,001,658 of assets to the Plan, and the Holm Industries Plan
transferred $189,040 of assets to the Plan. At the time of the plan
merger, the Plan changed trustees from Society National Bank of
Cleveland, Ohio (the former trustee) to Vanguard Fiduciary Trust
Company (Vanguard). All funds held by the former trustee and the
trustees of the Oliver Rubber Company Plan and the Holm Industries
Plan on the behalf of an employee were transferred to the appropriate
employee's account with Vanguard. At this time, the employees
selected the investment funds with Vanguard to which their account
balance should be transferred.
Each salaried and non-union hourly employee of the Company,
including its wholly-owned subsidiaries Westborn Warehouse, Inc.,
Oliver Rubber Company and Holm Industries, Inc., is eligible to
participate in the Plan. A new employee who was a participant in a
qualified plan at his previous employer and who makes a transfer
contribution to the Plan is eligible to participate in the Plan,
provided that the previous plan permits such a transfer and provided
that the Plan Committee approves such transfer from the previous plan.
CONTRIBUTIONS
Each eligible employee may elect to have the Company make
contributions to the trust established in conjunction with the Plan.
Such contributions are a portion of the compensation which the
employee is otherwise eligible to receive of not less than one percent
nor greater than ten percent of such compensation (Participant Elected
Contributions). The Company may take out of its current or retained
earnings, Company contributions of up to 100% of the first five
percent of each depositing participant's compensation that is
contributed to the trust as Participant Elected Contributions
(Employer Matched Contributions). The Company has determined that its
Employer Matched Contributions currently will be 75% of the first two
percent and 25% of the next three percent (up to five percent) of each
depositing participant's compensation that is so contributed to the
trust. The Company's Board of Directors may increase or decrease the
percentage of employer matched contributions at any time. The Company
contributes to the trust on behalf of each non- union hourly employee
eligible to participate in the Plan five cents per hour of service,
whether or not they are depositing participants. Prior to December
31, 1986, the Company also made contributions to the Plan to fund a
Payroll Stock Ownership Plan (PAYSOP). PAYSOP contributions were,
subject to certain limitations imposed by law, based upon 1/2% of all
eligible employees' credited or accrued compensation, through December
31, 1986, at which time, the credit for PAYSOP contributions was
eliminated by federal tax legislation.
<PAGE> 8
PARTICIPANTS' ACCOUNTS
Individual accounts are maintained for each participant in the
Plan. Accounts are credited with contributions and earnings, and
reduced by losses and distributions, as defined in the Plan.
Participants direct their Participant Elected Contributions into any of
the permitted investment funds (except the PAYSOP fund) in increments of
10%. Each participant has a non-forfeitable right to the accrued
benefits in his accounts derived from any Company or employee
contributions. Each participant receives a detailed statement of his
account once each year.
PAYMENT OF BENEFITS
In the event of retirement, death, termination, permanent
disability, or other separation from service, participants shall be
entitled to receive distributions of their account balances. A
participant's contribution may be withdrawn without termination of
employment upon satisfaction of certain conditions. Such withdrawal by
a participant is restricted to once in any 24-month period. Benefits
payable as of June 30, 1994 and 1993, represent the vested portion of
participant accounts for participants terminated prior to the Plan
year-end which are to be paid in the subsequent year or years. Benefits
payable to plan participants were $277,770 and $199,809 at June 30, 1994
and 1993, respectively.
ADMINISTRATION
The Plan is administered by a committee appointed by The Board of
Directors of the Company. A committee member will serve until
resignation or until a successor has been appointed by The Board of
Directors. The Plan has an agreement with Vanguard, whereby Vanguard
acts as trustee of the Plan's assets. The Board of Directors of the
Company has the right to modify or change the Plan at any time, without
the consent or approval of the shareholders and participants. The
Company has the right under the Plan to discontinue its contributions at
any time and to terminate the Plan subject to applicable law.
Information with respect to assets held for investment purposes,
dividend and interest income, gain or loss on sale of investments,
reportable transactions and net change in unrealized appreciation
(depreciation) of investments has been reported by the trustee as being
complete and accurate.
(2) SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES:
BASIS OF ACCOUNTING
The accompanying financial statements are prepared on the accrual
basis of accounting.
INVESTMENTS
The accompanying statements of financial position reflect the
Plan's investments at their fair market values as of June 30, 1994 and
1993. The unrealized change in the valuation of investments is included
in the determination of plan equity at the end of each period. A
summary of the Plan's investments at June 30, 1994, is presented in
Schedule I.
The Plan invests in publicly traded securities of The Standard
Products Company, the Plan sponsor. A summary of non-exempt
transactions for the year ended June 30, 1994, is presented in Schedule
III.
ADMINISTRATIVE EXPENSES
The Company absorbs the cost of administrative expenses.
<PAGE> 9
(3) INVESTMENT FUNDS:
The trust fund under the Plan consists of six investment funds, as
follows:
COMMON STOCK FUND AND PAYSOP FUND -- These funds invest in Common
Shares of The Standard Products Company.
EQUITY FUND -- This fund invests in the Vanguard Windsor II Fund.
FIXED INCOME FUND -- This fund invests in the Vanguard Fixed Rate
GIC Trust.
SHORT TERM INVESTMENT FUND -- This fund invests in the Vanguard
Money Market Reserves - Prime Portfolio.
BALANCED FUND -- This fund invests in the Vanguard STAR Fund, which
consists of investments in common stocks and fixed income investments.
The earnings of each investment fund and the proceeds of a sale of
any asset of any investment fund are reinvested in the same fund.
Pending investment or reinvestment, any monies received by the trustee
from investments or as Company or employee contributions, may be held
temporarily in any manner the trustee determines.
At June 30, 1994, from a total of 3,210 eligible employees, 2,268
employees had elected to make Participant Elected Contributions. They
participated in one or more of the various funds as shown below.
<TABLE>
<CAPTION>
FUND NUMBER PARTICIPATING
---------------------- --------------------
<S> <C>
Common Stock Fund 880
Equity Fund 1,103
Fixed Income Fund 1,060
Short Term Investment Fund 944
Balanced Fund 1,002
</TABLE>
(4) FEDERAL INCOME TAXES:
The Plan intends to apply for a favorable determination from the
Internal Revenue Service on the qualification of the amended and
restated Plan under the Internal Revenue Code. A qualified plan is
entitled to an exemption from taxes under the provisions of the Internal
Revenue Code. In the opinion of the Plan's management, the Plan is
currently operating in accordance with the provisions of the Internal
Revenue Code. Accordingly, no provision for federal income taxes has
been made in the accompanying financial statements. Annually,
informational tax returns are prepared and filed with the Internal
Revenue Service.
In general, as long as the Plan is qualified, a participant's
compensation for federal income tax purposes does not include the amount
of any permissible Participant Elected Contributions or Company
contributions to the Plan. Similarly, a participant is not taxed on
investment gains, nor does a participant derive any tax advantage from
investment losses with respect to funds in his accounts held under the
trust. Amounts distributed from the trust are in general, taxable
subject to Internal Revenue Service Rules and Regulations.
(5) REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
For the year ended June 30, 1994, the realized and unrealized gains
(losses) on investments were determined based upon the value of the
assets at the beginning of the plan year or at the time of purchase if
purchased during the year.
<PAGE> 10
(6) PARTY-IN-INTEREST TRANSACTIONS:
The plan did engage in non-exempt transactions with a
party-in-interest. As indicated in Schedule III, the Plan purchased and
sold shares of the Company. Following is a summary of the Plan's
transaction in Company stock during the plan year ended June 30, 1994.
<TABLE>
<CAPTION>
SHARES SHARES
PURCHASED COST SOLD PROCEEDS
--------- ---------- -------- --------
<S> <C> <C> <C> <C>
Common Stock Fund 187,187 $3,294,507 81,084 $1,627,045
PAYSOP Fund 565 $ 10,658 2,197 $ 45,902
</TABLE>
<PAGE> 11
SCHEDULE I
STANDARD PRODUCTS INDIVIDUAL
RETIREMENT AND INVESTMENT TRUST PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF JUNE 30, 1994
Employer Federal Identification Number: 34-0549970
Plan Number: 011
<TABLE>
<CAPTION>
UNITS DESCRIPTION COST MARKET
- --------- ------------------------------- ----------- -----------
<S> <C> <C> <C>
793,033 The Standard Products Common
Share Fund $ 9,229,285 $12,474,413
29,379 The Standard Products PAYSOP
Fund 238,411 466,544
312,634 Vanguard Windsor II Fund 4,794,828 5,161,591
3,453,070 Vanguard Fixed Rate GIC Fund 3,453,070 3,453,070
3,815,045 Vanguard Money Market Reserves
- Prime Portfolio 3,815,045 3,815,045
284,644 Vanguard STAR Fund 3,542,973 3,669,067
----------- -----------
$25,073,612 $29,039,730
=========== ===========
</TABLE>
The accompanying Notes to Financial Statements are
an integral part of this schedule.
<PAGE> 12
SCHEDULE II
STANDARD PRODUCTS INDIVIDUAL
RETIREMENT AND INVESTMENT TRUST PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE PERIOD FROM JULY 1, 1993 THROUGH JUNE 30, 1994
Employer Federal Identification Number: 34-0549970
Plan Number: 011
During the period from July 1, 1993 through June 30, 1994, the Plan
had the following "reportable transactions", as defined, involving an amount in
excess of 5% of the plan equity available at the beginning of the fiscal year.
<TABLE>
<CAPTION>
PURCHASE/
SALE HISTORICAL GAIN
UNITS DESCRIPTION PROCEEDS COST (LOSS)
- --------- ----------------------------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Vanguard Windsor II Fund
118,531 - Purchased $2,047,903 $ -- $ --
58,868 - Sold 998,312 870,454 127,858
Vanguard Fixed Rate GIC Fund
2,580,145 - Purchased 2,580,145 -- --
514,281 - Sold 514,281 514,281 --
Vanguard Money Market Reserves -
Prime Portfolio
1,491,376 - Purchased 1,490,386 -- --
1,149,215 - Sold 1,148,225 1,148,225 --
Vanguard STAR Fund
102,332 - Purchased 1,386,625 -- --
64,817 - Sold 861,572 813,060 48,512
The Standard Products Common
Share Fund
187,187 - Purchased 3,294,507 -- --
81,084 - Sold 1,627,045 747,706 528,935
</TABLE>
The accompanying Notes to Financial Statements are
an integral part of this schedule.
<PAGE> 13
<TABLE>
SCHEDULE III
STANDARD PRODUCTS INDIVIDUAL RETIREMENT
AND INVESTMENT TRUST PLAN
ITEM 27e - SCHEDULE OF NON-EXEMPT TRANSACTIONS
FOR THE YEAR ENDED JUNE 30, 1994
Employer Federal Identification Number: 34-0549970
Plan Number: 011
<CAPTION>
CURRENT
IDENTITY OF NUMBER OF MARKET VALUE
PARTY RELATIONSHIP DESCRIPTION UNITS NUMBER OF REALIZED OF ASSETS
INVOLVED TO THE PLAN OF ASSET PURCHASED COST UNITS SOLD PROCEEDS GAIN (LOSS) HELD
- ----------- ------------ ---------- --------- --------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
The Standard Plan Sponsor The Standard 187,187 $3,294,507 81,084 $1,627,045 $528,935 $12,474,413
Products Products
Company Common Share
Fund
The Standard Plan Sponsor The Standard 565 10,658 2,197 45,902 26,615 466,544
Products Products
Company PAYSOP Fund
The accompanying Notes to Financial Statements
are an integral part of this schedule.
</TABLE>
<PAGE> 14
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11K
ANNUAL REPORT
Pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended June 30, 1994
-------------
A. Full title of plan and the address of the plan, if different
from that of the issuer:
THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
(GAYLORD, MICHIGAN PLANT), U.A.W. LOCAL 388; GAYLORD, MICHIGAN
B. Name of issuer of securities held pursuant to the plan and the
address of its principal executive office:
THE STANDARD PRODUCTS COMPANY
2130 WEST 110TH STREET, CLEVELAND, OHIO 44102
REQUIRED INFORMATION
Financial Statements:
Statement of Financial Position
--June 30, 1994 and 1993
Statement of Income and Changes in Plan Equity
for the year ended June 30, 1994
Notes to Financial Statements
I - Schedule of Investments as of June 30, 1994
The information required by Schedules II and III is
provided in the above financial statements or notes thereto.
Schedule of Reportable Transactions
Schedule of Non-Exempt Transactions
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the members of The Standard Products Company Collectively Bargained Savings and
Retirement Plan (Gaylord, Michigan Plant), U.A.W. Local 388; Gaylord, Michigan
Committee, as administrator of The Standard Products Company Collectively
Bargained Savings and Retirement Plan (Gaylord, Michigan Plant), U.A.W. Local
388; Gaylord, Michigan, have duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
The Standard Products Company Collectively
Bargained Savings and Retirement Plan
(Gaylord, Michigan Plant), U.A.W. Local 388;
Gaylord, Michigan
Date: December 21, 1994 By: /s/ Thomas J. Stecz
-----------------------------------
Committee Member
<PAGE> 15
<TABLE>
THE STANDARD PRODUCTS COMPANY
-----------------------------
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
--------------------------------------------------
(GAYLORD, MICHIGAN PLANT), U.A.W. LOCAL 388, GAYLORD, MICHIGAN
--------------------------------------------------------------
STATEMENT OF FINANCIAL POSITION
-------------------------------
JUNE 30, 1994
-------------
<CAPTION>
Non-Participant
Participant Directed Directed
------------------------------------------------ ----------------
Company
Common Variable Short
Stock Equity Income Term Balanced Company Common
Cost Total Fund Fund Fund Fund Fund Stock Fund
--------- --------- -------- -------- -------- -------- -------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Cash $581 $581 $421 $0 $0 $0 $0 $160
Investments - at market value
The Standard Products
Common Share Fund 100,718 86,580 56,004 0 0 0 0 30,576
Vanguard Windsor II Fund 47,079 45,735 0 45,735 0 0 0 0
Vanguard Variable Rate
GIC Trust 39,210 39,210 0 0 39,210 0 0 0
Vanguard Money Market
Reserves-Prime Portfolio 22,656 22,656 0 0 0 22,656 0 0
Vanguard STAR Fund 26,033 25,073 0 0 0 0 25,073 0
--------- --------- -------- -------- -------- -------- -------- ----------------
$236,177 219,835 56,425 45,735 39,210 22,656 25,073 30,736
========
Receivables
Interest and Dividends 503 325 0 0 0 0 178
--------- -------- -------- -------- -------- -------- ----------------
Plan Equity $220,338 $56,750 $45,735 $39,210 $22,656 $25,073 $30,914
========= ======== ======== ======== ======== ======== ================
<FN>
The accompanying Notes to Financial Statements are an integral part of this statement.
</TABLE>
<PAGE> 16
<TABLE>
THE STANDARD PRODUCTS COMPANY
-----------------------------
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
--------------------------------------------------
(GAYLORD, MICHIGAN PLANT), U.A.W. LOCAL 388, GAYLORD, MICHIGAN
--------------------------------------------------------------
STATEMENT OF FINANCIAL POSITION
-------------------------------
JUNE 30, 1993
-------------
<CAPTION>
Participant Directed
----------------------------------------------------------
Company
Common Variable Short
Stock Equity Income Term
Cost Total Fund Fund Fund Fund
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash $591 $591 $370 $0 $0 $0
Investments - at market value
The Standard Products
Common Share Fund 45,784 57,755 32,182 0 0 0
Vanguard Windsor II 24,235 25,779 0 25,779 0 0
Vanguard Variable Rate
GIC Trust 30,096 30,096 0 0 30,096 0
Vanguard Money Market
Reserves-Prime Portfolio 16,750 16,750 0 0 0 16,750
Vanguard STAR Fund 18,764 19,423 0 0 0 0
-------- -------- -------- -------- -------- --------
$136,220 150,394 32,552 25,779 30,096 16,750
========
Receivables
Interest and Dividends 267 149 0 0 0
-------- -------- -------- -------- --------
Plan Equity $150,661 $32,701 $25,779 $30,096 $16,750
======== ======== ======== ======== ========
<CAPTION>
Non-Participant
Directed
------------------
Balanced Company Common
Fund Stock Fund
------- ------------------
<S> <C> <C>
ASSETS
Cash $0 $221
Investments - at market value
The Standard Products
Common Share Fund 0 25,573
Vanguard Windsor II 0 0
Vanguard Variable Rate
GIC Trust 0 0
Vanguard Money Market
Reserves-Prime Portfolio 0 0
Vanguard STAR Fund 19,423 0
------- ------------------
19,423 25,794
Receivables
Interest and Dividends 0 118
------- ------------------
Plan Equity $19,423 $25,912
======= ==================
<FN>
The accompanying Notes to Financial Statements are an integral part of this statement.
</TABLE>
<PAGE> 17
<TABLE>
<CAPTION>
THE STANDARD PRODUCTS COMPANY
-----------------------------
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
--------------------------------------------------
(GAYLORD, MICHIGAN PLANT), U.A.W. LOCAL 388, GAYLORD, MICHIGAN
--------------------------------------------------------------
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
----------------------------------------------
FOR THE YEAR ENDED JUNE 30, 1994
--------------------------------
<CAPTION>
Non-Participant
Participant Directed Directed
------------------------------------------------ ---------------
Company
Common Variable Short
Stock Equity Income Term Balanced Company Common
Total Fund Fund Fund Fund Fund Stock Fund
-------- ------- ------- ------- ------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS
- ---------
Investment income (loss)
Realized Gain (Loss) ($207) $0 $39 $0 $0 $0 ($246)
Net change in unrealized appreciation/
depreciation of investments (16,442) (8,950) (1,344) 0 0 (960) (5,188)
Dividend and interest income 7,404 1,218 1,908 1,942 645 1,326 365
Transfers from other funds 5,176 5,176 0 0 0 0 0
Contributions
The Standard Products Company 10,884 0 0 0 0 0 10,884
Plan participants 74,398 26,605 20,488 10,002 6,843 10,460 0
-------- ------- ------- ------- ------- ------- ---------------
Total Additions 81,213 24,049 21,091 11,944 7,488 10,826 5,815
DEDUCTIONS
Participant Withdrawals (6,360) 0 (1,135) (2,830) (1,582) 0 (813)
Transfers to other funds (5,176) 0 0 0 0 (5,176) 0
-------- ------- ------- ------- ------- ------- ---------------
Total Deductions (11,536) 0 (1,135) (2,830) (1,582) (5,176) (813)
-------- ------- ------- ------- ------- ------- ---------------
NET ADDITIONS 69,677 24,049 19,956 9,114 5,906 5,650 5,002
Plan Equity - Beginning of Year 150,661 32,701 25,779 30,096 16,750 19,423 25,912
-------- ------- ------- ------- ------- ------- ---------------
Plan Equity - End of Year $220,338 $56,750 $45,735 $39,210 $22,656 $25,073 $30,914
======== ======= ======= ======= ======= ======= ===============
<FN>
The accompanying Notes to Financial Statements are an integral part of this statement.
</TABLE>
<PAGE> 18
THE STANDARD PRODUCTS COMPANY
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
(GAYLORD, MICHIGAN PLANT), U.A.W. LOCAL 388, GAYLORD, MICHIGAN
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1994
(1) SUMMARY OF PLAN:
GENERAL -- The Standard Products Company Collectively
Bargained Savings and Retirement Plan (Gaylord, Michigan Plant),
U.A.W. Local 388, Gaylord, Michigan, (the Plan) was established
effective January 1, 1991 to encourage employees to adopt a regular
savings program and to provide additional funds at retirement. This
Plan is governed by The Standard Products Company Collectively
Bargained Savings and Retirement Basic Plan Document which established
the fundamental mechanics of the 401K plan and its administration.
The provisions of the basic plan document call for the ability to
adopt the basic plan at any of the Company's plants whose employees
are represented by a collectively bargained labor agreement. All
employees represented by a collective bargaining agreement and were
employees under the Plan as of the Plan's effective date, are eligible
to participate in the Plan. An employee who became an employee after
the Plan's effective date, shall be eligible to participate in the
Plan following the completion of his 90-day probationary period as
defined in the collective bargaining agreement.
CONTRIBUTIONS -- Each eligible employee may elect to have the
Company make contributions to the trust established in conjunction
with the Plan at a rate of not less than one percent nor greater than
ten percent of compensation, as defined (Deductible Participant
Contribution). The Company has determined that its Employer Matched
Contributions currently will be twenty percent of each depositing
participant's compensation contributed to the trust which do not
exceed five percent of Credited Compensation.
VESTING -- The participants' interest in their Deductible
Participant Contribution Accounts and the Employer Matching
Contributions shall be fully vested at all times.
ADMINISTRATION -- The Company is the Plan Administrator under
this Plan within the meaning of the Employee Retirement Income
Security Act of 1974 (ERISA), as amended from time to time, and shall
supervise and control the operation of this Plan in accordance with
its terms and may make rules and regulations for the administration of
this Plan which are not inconsistent with the terms and provisions of
the Plan agreement. The Plan has an agreement with The Delaware
Guarantee & Trust Company (the Trustee) to act as Trustee of the
Plan's assets.
The Trustee maintains all records of investment transactions
and determines the valuation of the investment portfolio. Information
with respect to investments held at their market values, dividend and
interest income, gain or loss on sale of investments and net change in
unrealized appreciation (depreciation) of investments has been
reported by the Trustee as being complete and accurate.
<PAGE> 19
-2-
PARTICIPANTS' ACCOUNTS -- Individual accounts are maintained
for each participant in the Plan. Accounts are credited with
contributions and earnings, and reduced by losses and distributions,
as defined in the Plan. Participants direct their Participant Elected
Contributions into any of the permitted investment funds in increments
of 10%. Each participant has a non-forfeitable right to the accrued
benefits in his accounts derived from any Company or employee
contributions. Each participant receives a detailed statement of his
account once each year.
PAYMENT OF BENEFITS -- In the event of retirement, death,
termination, permanent disability, or other separation from service,
participants shall be entitled to receive distributions of their
account balances. A participant's contribution may be withdrawn
without termination of employment upon satisfaction of certain
conditions. Such withdrawal by a participant is restricted to once in
any 24-month period.
(2) Summary of Significant
ACCOUNTING POLICIES:
BASIS OF ACCOUNTING -- The accompanying financial statements
are prepared on the accrual basis of accounting.
INVESTMENTS -- The accompanying statements of financial
position reflect the Plan's investments at their fair market values as
of June 30, 1994. The unrealized change in the valuation of
investments is included in the determination of plan equity at the end
of the period. A summary of the Plan's investments at June 30, 1994,
is presented in Schedule I.
The Plan invests in publicly traded securities of The Standard
Products Company, the Plan sponsor. A summary of party-in- interest
transactions for the year ended June 30, 1994, is presented in
Schedule III.
ADMINISTRATIVE EXPENSES -- The Company absorbs the cost of
administrative expenses.
(3) INVESTMENT FUNDS:
The trust fund under the Plan consists of five investment
funds, as follows:
COMPANY COMMON STOCK FUND -- This fund invests in Common
Shares of The Standard Products Company.
EQUITY FUND -- This fund invests in the Vanguard Windsor II
Fund.
FIXED INCOME FUND -- This fund invests in the Vanguard
Variable Rate GIC Trust.
SHORT TERM INVESTMENT FUND -- This fund invests in the
Vanguard Money Market Reserves - Prime Portfolio.
BALANCED FUND -- This fund invests in the Vanguard STAR Fund,
which consists of investments in common stocks and fixed income
investments.
<PAGE> 20
-2-
PARTICIPANTS' ACCOUNTS -- Individual accounts are maintained
for each participant in the Plan. Accounts are credited with
contributions and earnings, and reduced by losses and distributions, as
defined in the Plan. Participants direct their Participant Elected
Contributions into any of the permitted investment funds in
increments of 10%. Each participant has a non-forfeitable right to
the accrued benefits in his accounts derived from any Company or
employee contributions. Each participant receives a detailed
statement of his account once each year.
PAYMENT OF BENEFITS -- In the event of retirement, death,
termination, permanent disability, or other separation from service,
participants shall be entitled to receive distributions of their
account balances. A participant's contribution may be withdrawn
without termination of employment upon satisfaction of certain
conditions. Such withdrawal by a participant is restricted to once in
any 24-month period.
(2) SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES:
BASIS OF ACCOUNTING -- The accompanying financial statements
are prepared on the accrual basis of accounting.
INVESTMENTS -- The accompanying statements of financial
position reflect the Plan's investments at their fair market values as
of June 30, 1994. The unrealized change in the valuation of
investments is included in the determination of plan equity at the end
of the period. A summary of the Plan's investments at June 30, 1994,
is presented in Schedule I.
The Plan invests in publicly traded securities of The Standard
Products Company, the Plan sponsor. A summary of party-in-interest
transactions for the year ended June 30, 1994, is presented in
Schedule III.
ADMINISTRATIVE EXPENSES -- The Company absorbs the cost of
administrative expenses.
(3) INVESTMENT FUNDS:
The trust fund under the Plan consists of five investment funds, as
follows:
COMPANY COMMON STOCK FUND -- This fund invests in Common
Shares of The Standard Products Company.
EQUITY FUND -- This fund invests in the Vanguard Windsor II
Fund.
VARIABLE INCOME FUND -- This fund invests in the Vanguard
Variable GIC Trust.
SHORT TERM INVESTMENT FUND -- This fund invests in the
Vanguard Money Market Reserves -- Prime Portfolio.
BALANCED FUND -- This fund invests in the Vangard STAR Fund,
which consists of investments in common stocks and fixed income
investments.
<PAGE> 21
-3-
The earnings of each investment fund and the proceeds of a
sale of any asset of any investment fund are reinvested in the same
fund. Pending investment or reinvestment, any monies received by the
trustee from investments or as Company or employee contributions, may
be held temporarily in any manner the trustee determines.
At June 30, 1994, from a total of 240 eligible employees, 62
employees had elected to make Participant Elected Contributions. They
participated in one or more of the various funds as shown below.
<TABLE>
<CAPTION>
FUND NUMBER PARTICIPATING
---- --------------------
<S> <C>
Company Common Stock Fund 20
Equity Fund Windsor 24
Variable Income Fund 23
Short Term Investment Fund 23
Balanced Fund Star 17
</TABLE>
(4) FEDERAL INCOME TAXES:
The Plan intends to apply for a favorable determination from
the Internal Revenue Service on the qualification of the Plan under
the Internal Revenue Code. A qualified plan is entitled to an
exemption from taxes under the provisions of the Internal Revenue
Code. In the opinion of the Plan's management, the Plan is currently
operating in accordance with the provisions of the Internal Revenue
Code. Accordingly, no provision for federal income taxes has been
made in the accompanying financial statements. Annually,
informational tax returns are prepared and filed with the Internal
Revenue Service.
In general, as long as the Plan is qualified, a participant's
compensation for federal income tax purposes does not include the
amount of any permissible Participant Elected Contributions or Company
contributions to the Plan. Similarly, a participant is not taxed on
investment gains, nor does a participant derive any tax advantage from
investment losses with respect to funds in his accounts held under the
trust. Amounts distributed from the trust are in general, taxable
subject to Internal Revenue Service Rules and Regulations.
<PAGE> 22
SCHEDULE I
THE STANDARD PRODUCTS COMPANY
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
(GAYLORD, MICHIGAN PLANT), U.A.W. LOCAL 388, GAYLORD, MICHIGAN
SCHEDULE OF INVESTMENTS
AS OF JUNE 30, 1994
<TABLE>
<CAPTION>
SHARES DESCRIPTION COST MARKET
- ------ ------------------------------------- ------------ ----------
<S> <C> <C> <C>
2,960 The Standard Products Common
Share Fund $100,718 $ 86,580
2,770 Vanguard Windsor II Fund 47,079 45,735
39,210 Vanguard Variable Rate GIC Trust 39,210 39,210
22,656 Vanguard Money Market Reserves -
Prime Portfolio 22,656 22,656
1,945 Vanguard STAR Fund 26,033 25,073
--------- ---------
$235,696 $219,254
======== ========
</TABLE>
The accompanying Notes to Financial Statements are
an integral part of this schedule.
<PAGE> 23
SCHEDULE II
THE STANDARD PRODUCTS COMPANY
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
(GAYLORD, MICHIGAN PLANT), U.A.W. LOCAL 388, GAYLORD, MICHIGAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE PERIOD FROM JULY 1, 1993 THROUGH JUNE 30, 1994
During the period from July 1, 1993 through June 30, 1994, the Plan
had the following "reportable transactions", as defined, involving an amount in
excess of 5% of the plan equity available at the beginning of the fiscal year.
<TABLE>
<CAPTION>
PURCHASE/
SALE (LOSS)
UNITS DESCRIPTION PROCEEDS COST GAIN
- ------ ---------------------------------- -------- ---------- --------
<S> <C> <C> <C> <C>
Vanguard Windsor II Fund
1,342 - Purchased $22,390 $ - $ -
68 - Sold 1,135 1,096 39
Vanguard Variable Rate GIC Trust
11,943 - Purchased 11,943 - -
2,829 - Sold 2,829 2,829 -
Vanguard Money Market Reserves -
Prime Portfolio
7,454 - Purchased 7,454 - -
1,582 - Sold 1,582 1,582 -
Vanguard STAR Fund
897 - Purchased 11,785 - -
394 - Sold 5,176 5,176 -
The Standard Products Common
Share Fund
1,324 - Purchased 44,248 - -
32 - Sold 813 1,059 (246)
</TABLE>
The accompanying Notes to Financial Statements are
an integral part of this schedule.
<PAGE> 24
<TABLE>
SCHEDULE III
THE STANDARD PRODUCTS COMPANY
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
(GAYLORD, MICHIGAN PLANT), U.A.W. LOCAL 388, GAYLORD, MICHIGAN
SCHEDULE OF PARTY-IN-INTEREST TRANSACTIONS
FOR THE YEAR ENDED JUNE 30, 1994
<CAPTION>
CURRENT
IDENTITY OF NUMBER OF MARKET VALUE
PARTY RELATIONSHIP DESCRIPTION UNITS NUMBER OF REALIZED OF ASSETS
INVOLVED TO THE PLAN OF ASSET PURCHASED COST UNITS SOLD PROCEEDS GAIN (LOSS) HELD
- ------------ ------------- ------------- ----------- --------- ----------- -------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
The Standard Plan Sponsor The Standard 13247 $44,248 32 $813 $(246) $86,580
Products Products
Company Common Share
Fund
</TABLE>
<PAGE> 25
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended June 30, 1994
-------------
A. Full title of plan and the address of the plan, if different
from that of the issuer:
THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
(LEXINGTON DIVISION), U.A.W. LOCAL 1681; LEXINGTON, KENTUCKY
B. Name and issuer of securities held pursuant to the plan and
the address of its principal executive office:
THE STANDARD PRODUCTS COMPANY
2130 WEST 110TH STREET, CLEVELAND, OHIO 44102
REQUIRED INFORMATION
Financial Statements:
Statement of Financial Position
--June 30, 1994 and 1993
Statement of Income and Changes in Plan Equity
for the year ended June 30, 1994
Notes to Financial Statements
I - Schedule of Investments as of June 30, 1994
The information required by Schedules II and III is
provided in the above financial statements or notes thereto.
Schedule of Reportable Transactions
Schedule of Non-Exempt Transactions
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the members of The Standard Products Company Collectively Bargained Savings and
Retirement Plan (Lexington Division), U.A.W. Local 1681; Lexington, Kentucky
Committee, as administrator of The Standard Products Company Collectively
Bargained Savings and Retirement Plan (Lexington Division), U.A.W. Local 1681;
Lexington, Kentucky, have duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
The Standard Products Company Collectively
Bargarined Savings and Retirement Plan
(Lexington Division), U.A.W. Local 1681;
Lexington, Kentucky
Dated: December 21, 1994 By: /s/ Thomas J. Stecz
-----------------------------------
Committee Member
<PAGE> 26
<TABLE>
THE STANDARD PRODUCTS COMPANY
-----------------------------
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
--------------------------------------------------
(LEXINGTON DIVISION), U.A.W. LOCAL 1681, LEXINGTON, KENTUCKY
------------------------------------------------------------
STATEMENT OF FINANCIAL POSITION
-------------------------------
JUNE 30, 1994
-------------
<CAPTION>
Non-Participant
Participant Directed Directed
------------------------------------------------ ------------------
Company
Common Variable Short
Stock Equity Income Term Balanced Company Common
Cost Total Fund Fund Fund Fund Fund Stock Fund
-------- --------- -------- -------- --------- -------- -------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Cash $510 $510 $240 $0 $0 $0 $0 $270
Investments - at market value
The Standard Products
Common Share Fund 102,479 87,633 40,062 0 0 0 0 47,571
Vanguard Windsor II Fund 50,364 49,030 0 49,030 0 0 0 0
Vanguard Variable Rate
GIC Trust 221,093 221,093 0 0 221,093 0 0 0
Vanguard Money Market
Reserves-Prime Portfolio 36,058 36,058 0 0 0 36,058 0 0
Vanguard STAR Fund 65,804 63,229 0 0 0 0 63,229 0
-------- --------- -------- -------- --------- -------- -------- ------------------
$476,308 457,553 40,302 49,030 221,093 36,058 63,229 47,841
========
Receivables
Interest and Dividends 509 233 0 0 0 0 276
--------- -------- -------- --------- -------- -------- ------------------
Plan Equity $458,062 $40,535 $49,030 $221,093 $36,058 $63,229 $48,117
========= ======== ======== ========= ======== ======== ==================
<FN>
The accompanying Notes to Financial Statements are an integral part of this statement.
</TABLE>
<PAGE> 27
<TABLE>
THE STANDARD PRODUCTS COMPANY
-----------------------------
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
--------------------------------------------------
(LEXINGTON DIVISION), U.A.W. LOCAL 1681, LEXINGTON, KENTUCKY
------------------------------------------------------------
STATEMENT OF FINANCIAL POSITION
-------------------------------
JUNE 30, 1993
-------------
<CAPTION>
Participant Directed
--------------------------------------------------------
Company
Common Variable Short
Stock Equity Income Term
Cost Total Fund Fund Fund Fund
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash $541 $541 $244 $0 $0 $0
Investments - at market value
The Standard Products
Common Share Fund 54,649 70,150 30,365 0 0 0
Vanguard Windsor II 25,134 26,877 0 26,877 0 0
Vanguard Variable Rate
GIC Trust 148,032 148,032 0 0 148,032 0
Vanguard Money Market
Reserves-Prime Portfolio 30,961 30,961 0 0 0 30,961
Vanguard STAR Fund 41,133 42,583 0 0 0 0
--------- --------- --------- --------- --------- ---------
$300,450 319,144 30,609 26,877 148,032 30,961
========
Receivables
Interest and Dividends 324 140 0 0 0
--------- --------- --------- --------- ---------
Plan Equity $319,468 $30,749 $26,877 $148,032 $30,961
========= ========= ========= ========= =========
<CAPTION>
Non-Participant
Directed
--------------
Balanced Company Common
Fund Stock Fund
-------- --------------
<S> <C> <C>
ASSETS
Cash $0 $297
Investments - at market value
The Standard Products
Common Share Fund 0 39,785
Vanguard Windsor II 0 0
Vanguard Variable Rate
GIC Trust 0 0
Vanguard Money Market
Reserves-Prime Portfolio 0 0
Vanguard STAR Fund 42,583 0
-------- --------------
42,583 40,082
Receivables
Interest and Dividends 0 184
-------- --------------
Plan Equity $42,583 $40,266
======== ==============
<FN>
The accompanying Notes to Financial Statements are an integral part of this statement.
</TABLE>
<PAGE> 28
<TABLE>
THE STANDARD PRODUCTS COMPANY
-----------------------------
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
--------------------------------------------------
(LEXINGTON DIVISION), U.A.W. LOCAL 1681, LEXINGTON, KENTUCKY
------------------------------------------------------------
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
----------------------------------------------
FOR THE YEAR ENDED JUNE 30, 1994
--------------------------------
<CAPTION>
Non-Participant
Participant Directed Directed
------------------------------------------------- -----------------
Company
Common Variable Short
Stock Equity Income Term Balanced Company Common
Total Fund Fund Fund Fund Fund Stock Fund
--------- -------- -------- --------- -------- -------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS
Investment income (loss)
Realized Gain $8 $0 $14 $0 $0 ($6) $0
Net change in unrealized appreciation/
depreciation of investments (18,755) (6,746) (1,334) 0 0 (2,575) (8,100)
Dividend and interest income 17,906 846 2,051 9,782 1,042 3,349 836
Transfers from other funds 2,303 0 1,129 1,174 0 0 0
Contributions
The Standard Products Company 15,684 0 0 0 0 0 15,684
Plan participants 149,345 15,686 20,441 75,036 12,974 25,208 0
--------- -------- -------- --------- -------- -------- -----------------
Total Additions 166,491 9,786 22,301 85,992 14,016 25,976 8,420
DEDUCTIONS
Participant Withdrawals (25,594) 0 (148) (12,931) (6,616) (5,330) (569)
Transfers to other funds (2,303) 0 0 0 (2,303) 0 0
--------- -------- -------- --------- -------- -------- -----------------
Total Deductions (27,897) 0 (148) (12,931) (8,919) (5,330) (569)
NET ADDITIONS 138,594 9,786 22,153 73,061 5,097 20,646 7,851
Plan Equity - Beginning of Year 319,468 30,749 26,877 148,032 30,961 42,583 40,266
--------- -------- -------- --------- -------- -------- -----------------
Plan Equity - End of Year $458,062 $40,535 $49,030 $221,093 $36,058 $63,229 $48,117
========= ======== ======== ========= ======== ======== =================
<FN>
The accompanying Notes to Financial Statements are an integral part of this statement.
</TABLE>
<PAGE> 29
THE STANDARD PRODUCTS COMPANY
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
(LEXINGTON DIVISION), U.A.W. LOCAL 1681, LEXINGTON, KENTUCKY
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1994
(1) SUMMARY OF PLAN:
GENERAL -- The Standard Products Company Collectively
Bargained Savings and Retirement Plan, (Lexington Division), U.A.W.
Local 1681, Lexington, Kentucky, (the Plan) was established effective
January 31, 1991 to encourage employees to adopt a regular savings
program and to provide additional funds at retirement. This Plan is
governed by The Standard Products Company Collectively Bargained
Savings and Retirement Basic Plan Document which established the
fundamental mechanics of the 401K plan and its administration. The
provisions of the basic plan document call for the ability to adopt
the basic plan at any of the Company's plants whose employees are
represented by a collectively bargained labor agreement. All
employees represented by a collective bargaining agreement and were
employees under the Plan as of the Plan's effective date, are eligible
to participate in the Plan. An employee who became an employee after
the Plan's effective date, shall be eligible to participate in the
Plan following the completion of one year of service as defined in the
collective bargaining agreement.
CONTRIBUTIONS -- Each eligible employee may elect to have the
Company make contributions to the trust established in conjunction
with the Plan at a rate of not less than one percent nor greater than
ten percent of compensation, as defined (Deductible Participant
Contribution). The Company has determined that its Employer Matched
Contributions currently will be fifteen percent of each depositing
participant's compensation contributed to the trust which do not
exceed four percent of Credited Compensation.
VESTING -- The participants' interest in their Deductible
Participant Contribution Accounts and the Employer Matching
Contributions shall be fully vested at all times.
ADMINISTRATION -- The Company is the Plan Administrator under
this Plan within the meaning of the Employee Retirement Income
Security Act of 1974 (ERISA), as amended from time to time, and shall
supervise and control the operation of this Plan in accordance with
its terms and may make rules and regulations for the administration of
this Plan which are not inconsistent with the terms and provisions of
the Plan agreement. The Plan has an agreement with The Delaware
Guarantee & Trust Company (the Trustee) to act as Trustee of the
Plan's assets.
The Trustee maintains all records of investment transactions
and determines the valuation of the investment portfolio. Information
with respect to investments held at their market values, dividend and
interest income, gain or loss on sale of investments and net change in
unrealized appreciation (depreciation) of investments has been
reported by the Trustee as being complete and accurate.
<PAGE> 30
-2-
PARTICIPANTS' ACCOUNTS -- Individual accounts are maintained
for each participant in the Plan. Accounts are credited with
contributions and earnings, and reduced by losses and distributions,
as defined in the Plan. Participants direct their Participant Elected
Contributions into any of the permitted investment funds in increments
of 10%. Each participant has a non-forfeitable right to the accrued
benefits in his accounts derived from any Company or employee
contributions. Each participant receives a detailed statement of his
account once each year.
PAYMENT OF BENEFITS -- In the event of retirement, death,
termination, permanent disability, or other separation from service,
participants shall be entitled to receive distributions of their
account balances. A participant's contribution may be withdrawn
without termination of employment upon satisfaction of certain
conditions. Such withdrawal by a participant is restricted to once in
any 24-month period.
(2) SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES:
BASIS OF ACCOUNTING -- The accompanying financial statements
are prepared on the accrual basis of accounting.
INVESTMENTS -- The accompanying statements of financial
position reflect the Plan's investments at their fair market values as
of June 30, 1994. The unrealized change in the valuation of
investments is included in the determination of plan equity at the end
of the period. A summary of the Plan's investments at June 30, 1994,
is presented in Schedule I.
The Plan invests in publicly traded securities of The Standard
Products Company, the Plan sponsor. A summary of party-in-interest
transactions for the year ended June 30, 1994, is presented in
Schedule III.
ADMINISTRATIVE EXPENSES -- The Company absorbs the cost of
administrative expenses.
(3) INVESTMENT FUNDS:
The trust fund under the Plan consists of five investment
funds, as follows:
COMPANY COMMON STOCK FUND -- This fund invests in Common
Shares of The Standard Products Company.
EQUITY FUND -- This fund invests in the Vanguard Windsor II
Fund.
VARIABLE INCOME FUND -- This fund invests in the Vanguard
Variable Rate GIC Trust.
SHORT TERM INVESTMENT FUND -- This fund invests in the
Vanguard Money Market Reserves - Prime Portfolio.
BALANCED FUND -- This fund invests in the Vanguard STAR Fund,
which consists of investments in common stocks and fixed income
investments.
<PAGE> 31
-3-
The earnings of each investment fund and the proceeds of a
sale of any asset of any investment fund are reinvested in the same
fund. Pending investment or reinvestment, any monies received by the
trustee from investments or as Company or employee contributions, may
be held temporarily in any manner the trustee determines.
At June 30, 1994, from a total of 228 eligible employees, 106
employees had elected to make Participant Elected Contributions. They
participated in one or more of the various funds as shown below.
<TABLE>
<CAPTION>
Fund Number Participating
---- --------------------
<S> <C>
Company Common Stock Fund 20
Equity Fund 28
Variable Income Fund 71
Short Term Investment Fund 23
Balanced Fund 32
</TABLE>
(4) FEDERAL INCOME TAXES:
The Plan intends to apply for a favorable determination from
the Internal Revenue Service on the qualification of the Plan under
the Internal Revenue Code. A qualified plan is entitled to an
exemption from taxes under the provisions of the Internal Revenue
Code. In the opinion of the Plan's management, the Plan is currently
operating in accordance with the provisions of the Internal Revenue
Code. Accordingly, no provision for federal income taxes has been
made in the accompanying financial statements. Annually,
informational tax returns are prepared and filed with the Internal
Revenue Service.
In general, as long as the Plan is qualified, a participant's
compensation for federal income tax purposes does not include the
amount of any permissible Participant Elected Contributions or Company
contributions to the Plan. Similarly, a participant is not taxed on
investment gains, nor does a participant derive any tax advantage from
investment losses with respect to funds in his accounts held under the
trust. Amounts distributed from the trust are in general, taxable
subject to Internal Revenue Service Rules and Regulations.
<PAGE> 32
SCHEDULE I
THE STANDARD PRODUCTS COMPANY
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
(LEXINGTON DIVISION), U.A.W. LOCAL 1681, LEXINGTON, KENTUCKY
SCHEDULE OF INVESTMENTS
AS OF JUNE 30, 1994
<TABLE>
<CAPTION>
Shares Description Cost Market
- ------ -------------------------------------- ------------ ----------
<S> <C> <C> <C>
2,996 The Standard Products Common
Share Fund $102,479 $ 87,633
2,970 Vanguard Windsor II Fund 50,364 49,030
221,093 Vanguard Variable Rate GIC Trust 221,093 221,093
36,058 Vanguard Money Market Reserves -
Prime Portfolio 36,058 36,058
4,905 Vanguard STAR Fund 65,804 63,229
---------- ----------
$476,308 $457,553
======== ========
</TABLE>
The accompanying Notes to Financial Statements are
an integral part of this schedule.
<PAGE> 33
SCHEDULE II
THE STANDARD PRODUCTS COMPANY
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
(LEXINGTON DIVISION), U.A.W. LOCAL 1681, LEXINGTON, KENTUCKY
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE PERIOD FROM JULY 1, 1993 THROUGH JUNE 30, 1994
During the period from July 1, 1993 through June 30, 1994, the Plan
had the following "reportable transactions", as defined, involving an amount in
excess of 5% of the plan equity available at the beginning of the fiscal year.
<TABLE>
<CAPTION>
Purchase/
Sale (Loss)
Units Description Proceeds Cost Gain
- ------ ----------------------------------- -------- ---------- ----------
<S> <C> <C> <C> <C>
Vanguard Windsor II Fund
1,520 - Purchased $23,655 $ -- $ --
9 - Sold 147 133 14
Vanguard Variable Rate GIC Trust
85,992 - Purchased 85,992 -- --
12,931 - Sold 12,931 12,931 --
Vanguard Money Market Reserves -
Prime Portfolio
14,017 - Purchased 14,017 -- --
8,919 - Sold 8,919 8,919 --
Vanguard STAR Fund
2,366 - Purchased 28,557 -- --
442 - Sold 5,330 5,336 (6)
The Standard Products Common
Share Fund
990 - Purchased 32,867 -- --
20 - Sold 569 569 --
</TABLE>
The accompanying Notes to Financial Statements are
an integral part of this schedule.
<PAGE> 34
<TABLE>
SCHEDULE III
THE STANDARD PRODUCTS COMPANY
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
(LEXINGTON DIVISION), U.A.W. LOCAL 1681, LEXINGTON, KENTUCKY
SCHEDULE OF PARTY-IN-INTEREST TRANSACTIONS
FOR THE YEAR ENDED JUNE 30, 1994
<CAPTION>
Current
Identity of Number of Market Value
Party Relationship Description Units Number of Realized of Assets
Involved to the Plan of Asset Purchased Cost Units Sold Proceeds Gain (Loss) Held
- ------------ ------------- ------------- ----------- --------- ----------- -------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
The Standard Plan Sponsor The Standard 990 $32,867 20 $569 $ -0- $87,633
Products Products
Company Common Share
Fund
</TABLE>
<PAGE> 35
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended June 30, 1994
-------------
A. Full title of plan and the address of the plan, if different
from that of the issuer:
THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
(PORT CLINTON, OHIO PLANT), U.A.W. LOCAL 497; PORT CLINTON, OHIO
B. Name and issuer of securities held pursuant to the plan and
the address of its principal executive office:
THE STANDARD PRODUCTS COMPANY
2130 WEST 110TH STREET, CLEVELAND, OHIO 44102
REQUIRED INFORMATION
Financial Statements:
Statement of Financial Position
--June 30, 1994 and 1993
Statement of Income and Changes in Plan Equity
for the year ended June 30, 1994
Notes to Financial Statements
I - Schedule of Investments as of June 30, 1994
The information required by Schedules II and III is
provided in the above financial statements or notes thereto.
Schedule of Reportable Transactions
Schedule of Non-Exempt Transactions
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the members of The Standard Products Company Collectively Bargained Savings and
Retirement Plan (Port Clinton, Ohio Plant), U.A.W. Local 497; Port Clinton,
Ohio Committee, as administrator of The Standard Products Company Collectively
Bargained Savings and Retirement Plan (Port Clinton, Ohio Plant), U.A.W. Local
497; Port Clinton, Ohio, have duly caused this annual report to be signed by
the undersigned thereunto duly authorized.
The Standard Products Company Collectively
Bargained Savings and Retirement Plan
(Port Clinton, Ohio Plant), U.A.W. Local 497;
Port Clinton, Ohio
Dated: December 21, 1994 By: /s/ Thomas J. Stecz
--------------------------------------
Committee Member
<PAGE> 36
<TABLE>
THE STANDARD PRODUCTS COMPANY
-----------------------------
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
--------------------------------------------------
(PORT CLINTON DIVISION), U.A.W. LOCAL 497, PORT CLINTON, OHIO
-------------------------------------------------------------
STATEMENT OF FINANCIAL POSITION
-------------------------------
JUNE 30, 1994
-------------
<CAPTION>
Non-Participant
Participant Directed Directed
------------------------------------------------ -----------------
Company
Common Variable Short
Stock Equity Income Term Balanced Company Common
Cost Total Fund Fund Fund Fund Fund Stock Fund
------- ------- ------- ------- ------- ------- -------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Cash $0 $0 $0 $0 $0 $0 $0 $0
Investments - at market value
The Standard Products
Common Share Fund 0 0 0 0 0 0 0 0
Vanguard Windsor II Fund 0 0 0 0 0 0 0 0
Vanguard Variable Rate
GIC Trust 0 0 0 0 0 0 0 0
Vanguard Money Market
Reserves-Prime Porfolio 0 0 0 0 0 0 0 0
Vanguard STAR Fund 0 0 0 0 0 0 0 0
------- ------- ------- ------- ------- ------- ------- -----------------
$0 0 0 0 0 0 0 0
=======
Receivables
Interest and Dividends 0 0 0 0 0 0 0
------- ------- ------- ------- ------- ------- -----------------
Plan Equity $0 $0 $0 $0 $0 $0 $0
======= ======= ======= ======= ======= ======= =================
<FN>
The accompanying Notes to Financial Statements are an integral part of this statement.
</TABLE>
<PAGE> 37
<TABLE>
THE STANDARD PRODUCTS COMPANY
-----------------------------
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
--------------------------------------------------
(PORT CLINTON DIVISION), U.A.W. LOCAL 497, PORT CLINTON, OHIO
-------------------------------------------------------------
STATEMENT OF FINANCIAL POSITION
-------------------------------
JUNE 30, 1993
-------------
<CAPTION>
Participant Directed
---------------------------------------------------------
Company
Common Variable Short
Stock Equity Income Term
Cost Total Fund Fund Fund Fund
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash $425 $425 $240 $0 $0 $0
Investments - at market value
The Standard Products
Common Share Fund 29,972 31,093 18,740 0 0 0
Vanguard Windsor II 19,135 20,102 0 20,102 0 0
Vanguard Variable Rate
GIC Trust 12,535 12,535 0 0 12,535 0
Vanguard Money Market
Reserves-Prime Portfolio 15,911 15,911 0 0 0 15,911
Vanguard STAR Fund 9,035 9,274 0 0 0 0
-------- -------- -------- -------- -------- --------
$87,013 89,340 18,980 20,102 12,535 15,911
========
Receivables
Interest and Dividends 144 87 0 0 0
-------- -------- -------- -------- --------
Plan Equity $89,484 $19,067 $20,102 $12,535 $15,911
======== ======== ======== ======== ========
<CAPTION>
Non-Participant
Directed
------------------
Balanced Company Common
Fund Stock Fund
-------- ------------------
<S> <C> <C>
ASSETS
Cash $0 $185
Investments - at market value
The Standard Products
Common Share Fund 0 12,353
Vanguard Windsor II 0 0
Vanguard Variable Rate
GIC Trust 0 0
Vanguard Money Market
Reserves-Prime Portfolio 0 0
Vanguard STAR Fund 9,274 0
-------- ------------------
9,274 12,538
Receivables
Interest and Dividends 0 57
-------- ------------------
Plan Equity $9,274 $12,595
======== ==================
<FN>
The accompanying Notes to Financial Statements are an integral part of this statement.
</TABLE>
<PAGE> 38
<TABLE>
THE STANDARD PRODUCTS COMPANY
-----------------------------
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
--------------------------------------------------
(PORT CLINTON DIVISION), U.A.W. LOCAL 497, PORT CLINTON, OHIO
-------------------------------------------------------------
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
----------------------------------------------
FOR THE YEAR ENDED JUNE 30, 1994
--------------------------------
<CAPTION>
Non-Participant
Participant Directed Directed
------------------------------------------------ -----------------
Company
Common Variable Short
Stock Equity Income Term Balanced Company Common
Total Fund Fund Fund Fund Fund Stock Fund
------- ------- ------- ------- ------- ------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS
Investment income (loss)
Net change in unrealized appreciation/
depreciation of investments $0 $0 $0 $0 $0 $0 $0
Dividend and interest income 2,651 297 877 571 338 369 199
Gain (Loss) on sale of investments (5,784) (3,262) (183) 0 0 (143) (2,196)
Transfers from other funds 39 39 0 0 0 0 0
Contributions
The Standard Products Company 1,244 0 0 0 0 0 1,244
Plan participants 9,332 2,257 2,340 1,505 2,335 895 0
------- ------- ------- ------- ------- ------- -----------------
Total Additions 7,482 (669) 3,034 2,076 2,673 1,121 (753)
DEDUCTIONS
Participants' withdrawals (96,927) (18,398) (23,136) (14,572) (18,584) (10,395) (11,842)
Transfers to other funds (39) 0 0 (39) 0 0 0
------- ------- ------- ------- ------- ------- -----------------
NET CHANGE (89,484) (19,067) (20,102) (12,535) (15,911) (9,274) (12,595)
Plan Equity - Beginning of Year 89,484 19,067 20,102 12,535 15,911 9,274 12,595
------- ------- ------- ------- ------- ------- -----------------
Plan Equity - End of Year $0 $0 $0 $0 $0 $0 $0
======= ======= ======= ======= ======= ======= =================
<FN>
The accompanying Notes to Financial Statements are an integral part of this statement.
</TABLE>
<PAGE> 39
THE STANDARD PRODUCTS COMPANY
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
(PORT CLINTON DIVISION), U.A.W. LOCAL 497, PORT CLINTON, OHIO
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1994
(1) SUMMARY OF PLAN:
GENERAL -- The Standard Products Company Collectively
Bargained Savings and Retirement Plan, (Port Clinton Division), U.A.W.
Local 497, Port Clinton, Ohio (the Plan) was established effective
April 1, 1992 to encourage employees to adopt a regular savings
program and to provide additional funds at retirement. This Plan is
governed by The Standard Products Company Collectively Bargained
Savings and Retirement Basic Plan Document which established the
fundamental mechanics of the 401K plan and its administration. The
provisions of the basic plan document call for the ability to adopt
the basic plan at any of the Company's plants whose employees are
represented by a collectively bargained labor agreement. All
employees represented by a collective bargaining agreement and were
employees under the Plan as of the Plan's effective date, are eligible
to participate in the Plan. An employee who became an employee after
the Plan's effective date, shall be eligible to participate in the
Plan following the completion of one year of service as defined in the
collective bargaining agreement.
CONTRIBUTIONS -- Each eligible employee may elect to have the
Company make contributions to the trust established in conjunction
with the Plan at a rate of not less than one percent nor greater than
ten percent of compensation, as defined (Deductible Participant
Contribution). The Company has determined that its Employer Matched
Contributions currently will be twenty percent of each depositing
participant's compensation contributed to the trust which do not
exceed five percent of Credited Compensation.
VESTING -- The participants' interest in their Deductible
Participant Contribution Accounts and the Employer Matching
Contributions shall be fully vested at all times.
ADMINISTRATION -- The Company is the Plan Administrator under
this Plan within the meaning of the Employee Retirement Income
Security Act of 1974 (ERISA), as amended from time to time, and shall
supervise and control the operation of this Plan in accordance with
its terms and may make rules and regulations for the administration of
this Plan which are not inconsistent with the terms and provisions of
the Plan agreement. The Plan has an agreement with The Delaware
Guarantee & Trust Company (the Trustee) to act as Trustee of the
Plan's assets.
The Trustee maintains all records of investment transactions
and determines the valuation of the investment portfolio. Information
with respect to investments held at their market values, dividend and
interest income, gain or loss on sale of investments and net change in
unrealized appreciation (depreciation) of investments has been
reported by the Trustee as being complete and accurate.
<PAGE> 40
-2-
PARTICIPANTS' ACCOUNTS -- Individual accounts are maintained
for each participant in the Plan. Accounts are credited with
contributions and earnings, and reduced by losses and distributions,
as defined in the Plan. Participants direct their Participant Elected
Contributions into any of the permitted investment funds in increments
of 10%. Each participant has a non-forfeitable right to the accrued
benefits in his accounts derived from any Company or employee
contributions. Each participant receives a detailed statement of his
account once each year.
DISSOLUTION OF PLAN -- During the Plan's fiscal 1994 year, The
Standard Products Company's management and the Port Clinton Division's
Union Representative voted to dissolve the Plan. As part of the
dissolution, the Company liquidated all existing plan assets to pay
benefits to plan participants, in accordance with plan provisions.
The Company has received a favorable determination from the Internal
Revenue Service in regards to the dissolution. As such, the Company
will no longer be making contributions to the Plan.
(2) SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES:
BASIS OF ACCOUNTING -- The accompanying financial statements
are prepared on the accrual basis of accounting.
INVESTMENTS -- The accompanying statements of financial
position reflect the Plan's investments at their fair market values as
of June 30, 1994. The unrealized change in the valuation of
investments is included in the determination of plan equity at the end
of the period. A summary of the Plan's investments at June 30, 1994,
is presented in Schedule I.
The Plan invests in publicly traded securities of The Standard
Products Company, the Plan sponsor. A summary of party-in-interest
transactions for the year ended June 30, 1994, is presented in
Schedule III.
ADMINISTRATIVE EXPENSES -- The Company absorbs the cost of
administrative expenses.
(3) INVESTMENT FUNDS:
The trust fund under the Plan consists of five investment
funds, as follows:
COMPANY COMMON STOCK FUND -- This fund invests in Common
Shares of The Standard Products Company.
EQUITY FUND -- This fund invests in the Vanguard Windsor II
Fund.
VARIABLE INCOME FUND -- This fund invests in the Vanguard
Variable Rate GIC Trust.
SHORT TERM INVESTMENT FUND -- This fund invests in the
Vanguard Money Market Reserves - Prime Portfolio.
<PAGE> 41
-3-
BALANCED FUND -- This fund invests in the Vanguard STAR Fund,
which consists of investments in common stocks and fixed income
investments.
The earnings of each investment fund and the proceeds of a
sale of any asset of any investment fund are reinvested in the same
fund. Pending investment or reinvestment, any monies received by the
trustee from investments or as Company or employee contributions, may
be held temporarily in any manner the trustee determines.
(4) FEDERAL INCOME TAXES:
The Plan intends to apply for a favorable determination from
the Internal Revenue Service on the qualification of the Plan under
the Internal Revenue Code. A qualified plan is entitled to an
exemption from taxes under the provisions of the Internal Revenue
Code. In the opinion of the Plan's management, the Plan is currently
operating in accordance with the provisions of the Internal Revenue
Code. Accordingly, no provision for federal income taxes has been
made in the accompanying financial statements. Annually,
informational tax returns are prepared and filed with the Internal
Revenue Service.
In general, as long as the Plan is qualified, a participant's
compensation for federal income tax purposes does not include the
amount of any permissible Participant Elected Contributions or Company
contributions to the Plan. Similarly, a participant is not taxed on
investment gains, nor does a participant derive any tax advantage from
investment losses with respect to funds in his accounts held under the
trust. Amounts distributed from the trust are in general, taxable
subject to Internal Revenue Service Rules and Regulations.
<PAGE> 42
SCHEDULE I
THE STANDARD PRODUCTS COMPANY
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
(PORT CLINTON DIVISION), U.A.W. LOCAL 497, PORT CLINTON, OHIO
SCHEDULE OF INVESTMENTS
AS OF JUNE 30, 1994
<TABLE>
<CAPTION>
Shares Description Cost Market
- ------ ------------------------------- -------- --------
<S> <C> <C> <C>
0 The Standard Products Common
Share Fund $ 0 $ 0
0 Vanguard Windsor II Fund 0 0
0 Vanguard Variable Rate GIC Trust 0 0
0 Vanguard Money Market Reserves
- Prime Portfolio 0 0
0 Vanguard STAR Fund 0 0
-------- --------
$ 0 $ 0
======== ========
</TABLE>
The accompanying Notes to Financial Statements are
an integral part of this schedule.
<PAGE> 43
SCHEDULE II
THE STANDARD PRODUCTS COMPANY
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
(PORT CLINTON DIVISION), U.A.W. LOCAL 497, PORT CLINTON, OHIO
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE PERIOD JULY 1, 1993 THROUGH JUNE 30, 1994
During the period from July 1, 1993 through June 30, 1994, the Plan
had the following "reportable transactions", as defined, involving an amount in
excess of 5% of the plan equity available at the beginning of the fiscal year.
<TABLE>
<CAPTION>
Purchase/
Sale Gain/
Units Description Proceeds Cost (Loss)
- ------ ----------------------------- -------- --------- --------
<S> <C> <C> <C> <C>
Vanguard Windsor II Fund
190 - Purchased $ 3,218 $ -- $ --
1,379 - Sold 23,136 23,319 (183)
Vanguard Variable Rate GIC Trust
2,075 - Purchased 2,075 -- --
14,610 - Sold 14,610 14,610 --
Vanguard Money Market Reserves -
Prime Portfolio
2,674 - Purchased 2,674 -- --
18,585 - Sold 18,585 -- --
Vanguard STAR Fund
94 - Purchased 1,264 -- --
786 - Sold 10,395 10,538 (143)
The Standard Products Common
Share Fund
117 - Purchased 4,037 -- --
1,015 - Sold 30,240 35,555 (5,315)
</TABLE>
The accompanying Notes to Financial Statements are
an integral part of this schedule.
<PAGE> 44
<TABLE>
SCHEDULE III
THE STANDARD PRODUCTS COMPANY
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
(PORT CLINTON DIVISION), U.A.W. LOCAL 497, PORT CLINTON, OHIO
SCHEDULE OF PARTY-IN-INTEREST TRANSACTIONS
FOR THE YEAR ENDED JUNE 30, 1994
<CAPTION>
Current
Identity of Number of Market Value
Party Relationship Description Units Number of Realized of Assets
Involved to the Plan of Asset Purchased Cost Units Sold Proceeds Gain (Loss) Held
- ------------ ------------- ------------- ----------- --------- ----------- -------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
The Standard Plan Sponsor The Standard 117 $4,037 1,015 $30,240 $(5,315) $ 0
Products Products
Company Common Share
Fund
</TABLE>
