<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For the Fiscal Year Ended June 30, 1997 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
Incorporation or Organization) Identification No.)
2401 SOUTH GULLEY ROAD
DEARBORN, MICHIGAN 48124
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (313) 561-1100
Securities Registered Pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- -------------------
Common Shares, $1 Par Value New York Stock Exchange
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. [ ]
The aggregate market value of voting stock held by non-affiliates of the
Registrant as of December 15, 1997 (based on the closing price of the
Registrant's Common Stock reported on the New York Stock Exchange Composite
Tape on such date), was approximately $424.4 million.
The number of shares of Common Stock outstanding as of December 15, 1997, was
16,849,938 shares.
Documents incorporated by reference
Portions of the Registrant's Proxy Statement related to the 1997 Annual Meeting
of Shareholders are incorporated by reference in 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, 1997 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:
- - Standard Products Individual Retirement and Investment Trust Plan for the
fiscal year ended June 30, 1997
- - The Standard Products Company (Gaylord, Michigan Plant) UAW Local 388
Collectively Bargained Savings and Retirement Plan for the fiscal year
ended June 30, 1997
- - The Standard Products Company Collectively Bargained Savings and Retirement
Plan (Lexington Division) UAW Local 1681 Lexington, KY for the fiscal
year ended June 30, 1997
- - The Standard Products Company (Campbell Plastics Division) IUE-AFL-CIO,
Local #318 Collectively Bargained Savings and Retirement Plan for the
fiscal year ended June 30, 1997
- - The Standard Products Collectively Bargained Savings and Retirement Plan
for the Employees of the Reid Division Covered by the Collective
Bargaining Agreement with the United Steel Workers of America Local No.
3586 for the fiscal year ended June 30, 1997
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 22, 1997 By: /s/ Bernard J. Theisen
-------------------------------------------
Bernard J. Theisen
Principal Accounting Officer and Assistant
Secretary
<PAGE> 2
Exhibit Index
-------------
Exhibit No. Description
- ----------- -----------
99.1 Form 11K for Standard Products Individual Retirement and
Investment Trust Plan for the fiscal year ended June 30, 1997
99.2 Form 11K for the Standard Products Company (Gaylord, Michigan
Plant) UAW Local 388 Collectively Bargained Savings and
Retirement Plan for the fiscal year ended June 30, 1997
99.3 Form 11K for the Standard Products Company Collectively
Bargained Savings and Retirement Plan (Lexington Division) UAW
Local 1681 Lexington, KY for the fiscal year ended June 30,
1997
99.4 Form 11K for the Standard Products Company (Campbell Plastics
Division) IUE-AFL-CIO, Local #318 Collectively Bargained
Savings and Retirement Plan for the fiscal year ended June 30,
1997
99.5 Form 11K for the Standard Products Collectively Bargained
Savings and Retirement Plan for the Employees of the Reid
Division Covered by the Collective Bargaining Agreement with
the United Steel Workers of America Local No. 3586 for the
fiscal year ended June 30, 1997
<PAGE> 1
EXHIBIT 99.1
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, 1997
A. Full title of plan and the address of the plan, if different from that
of the issuer:
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
2401 SOUTH GULLEY ROAD, DEARBORN, MICHIGAN 48124
REQUIRED INFORMATION
Financial Statements:
Report of Independent Public Accountants
Statement of Net Assets Available for Plan Benefits
--As of June 30, 1997
--As of June 30, 1996
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended June 30, 1997
Notes to Financial Statements
I - Schedule of Assets Held for Investment Purposes as of June 30,
1997
II - Schedule of Reportable Transactions for the Year Ended June 30,
1997
III - Schedule of Non-Exempt Transactions for the Year Ended June 30,
1997
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.
Standard Products Individual
Retirement and Investment Trust Plan
Date: December 22, 1997 By: /s/ Bernard J. Theisen
----------------------------
Committee Member
<PAGE> 2
STANDARD PRODUCTS
INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN
INDEX TO FINANCIAL STATEMENTS
Report of Independent Public Accountants
Financial Statements-
Statement of Net Assets Available for Plan Benefits as of June 30, 1997
Statement of Net Assets Available for Plan Benefits as of June 30, 1996
Statement of Changes in Net Assets Available for Plan Benefits for the
Year Ended June 30, 1997
Notes to Financial Statements
Schedule I - Item 27a - Schedule of Assets Held for Investment Purposes as of
June 30, 1997
Schedule II - Item 27d - Schedule of Reportable Transactions for the Year Ended
June 30, 1997
Schedule III - Item 27e - Schedule of Non-Exempt Transactions for the Year
Ended June 30, 1997
<PAGE> 3
Report of Independent Public Accountants
To The Standard Products Company:
We have audited the accompanying statements of net assets available for plan
benefits of the STANDARD PRODUCTS INDIVIDUAL RETIREMENT AND INVESTMENT TRUST
PLAN (the Plan) as of June 30, 1997 and 1996, and the related statement of
changes in net assets available for plan benefits for the year ended June 30,
1997. These financial statements and the schedules referred to below are the
responsibility of the Plan's management. 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 net assets available for plan benefits of the Plan
as of June 30, 1997 and June 30, 1996, and the changes in net assets available
for plan benefits for the year ended June 30, 1997 in conformity with general
accepted accounting principles.
Our audits were performed 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 the purpose 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 audits 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
Detroit, Michigan
December 8, 1997.
<PAGE> 4
STANDARD PRODUCTS
INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF JUNE 30, 1997
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------------------------------------
Common Fixed Short Investment
Stock Equity Index Income Term Balanced Contract Participant
Fund Fund Fund Fund Fund Fund Fund Loans
---- ---- ---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS, at fair value
(Note 2):
The Standard Products Company
Common Share Fund $6,187,641 $ - $ - $ - $ - $ - $ - $ -
The Standard Products
Company PAYSOP Fund - - - - - - - -
Vanguard Windsor II - 11,770,694 - - - - - -
Vanguard Fixed Rate GIC Fund - - - - - - - -
Vanguard Index Trust-500
Portfolio - - 1,167,337 - - - - -
Vanguard Money Market
Reserves-Prime Portfolio - - - - 3,542,502 - - -
Vanguard STAR Fund - - - - - 7,204,072 - -
Vanguard Retirement Savings
Trust - - - - - - 4,233,875 -
Participant Notes Receivable - - - - - - - 1,641,376
---------- ----------- ---------- ------ ---------- ---------- ---------- -----------
Total investments 6,187,641 11,770,694 1,167,337 - 3,542,502 7,204,072 4,233,875 1,641,376
---------- ----------- ---------- ------ ---------- ---------- ---------- -----------
RECEIVABLES
Employer's contributions - - - - - - - -
Employees' contributions 44,770 140,734 26,156 - 45,600 75,209 62,771 -
Interest and dividends 37,205 - - - - - - -
Loan repayments 5,512 14,559 2,021 - 4,204 8,243 7,634 -
---------- ----------- ---------- ------ ---------- ---------- ---------- -----------
Total receivables 87,487 155,293 28,177 - 49,804 83,452 70,405 -
---------- ----------- ---------- ------ ---------- ---------- ---------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $6,275,128 $11,925,987 $1,195,514 $ - $3,592,306 $7,287,524 $4,304,280 $ 1,641,376
========== =========== ========== ====== ========== ========== ========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<TABLE>
<CAPTION>
Non-Participant Directed
---------------------------------------------------------------------------
Common Short Investment
Stock PAYSOP Equity Index Term Balanced Contract
Fund Fund Fund Fund Fund Fund Fund Total
---- ---- ---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS, at fair value
(Note 2):
The Standard Products Company
Common Share Fund $ 9,906,628 $ - $ - $ - $ - $ - $ - $16,094,269
The Standard Products
Company PAYSOP Fund - 345,288 - - - - - 345,288
Vanguard Windsor II - - 24,254 - - - - 11,794,948
Vanguard Fixed Rate GIC Fund - - - - - - - -
Vanguard Index Trust-500
Portfolio - - - 2,021 - - - 1,169,358
Vanguard Money Market
Reserves-Prime Portfolio - - - - 1,354,669 - - 4,897,171
Vanguard STAR Fund - - - - - 11,892 - 7,215,964
Vanguard Retirement Savings
Trust - - - - - - 5,651 4,239,526
Participant Notes Receivable - - - - - - - 1,641,376
----------- -------- -------- ------ ---------- -------- ---------- -----------
Total investments 9,906,628 345,288 24,254 2,021 1,354,669 11,892 5,651 47,397,900
----------- -------- -------- ------ ---------- -------- ---------- -----------
RECEIVABLES
Employer's contributions 137,019 - - - 258,774 - - 395,793
Employees' contributions - - - - - - - 395,240
Interest and dividends 63,578 2,338 - - - - - 103,121
Loan repayments - - - - - - - 42,173
----------- -------- -------- ------ ---------- -------- ---------- -----------
Total receivables 200,597 2,338 - - 258,774 - - 936,327
----------- -------- -------- ------ ---------- -------- ---------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $10,107,225 $347,626 $ 24,254 $2,021 $1,613,443 $ 11,892 $ 5,651 $48,334,227
=========== ======== ======== ====== ========== ======== ========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
-2-
<PAGE> 5
STANDARD PRODUCTS
INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF JUNE 30, 1996
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------------------------
Common Fixed Short Investment
Stock Equity Index Income Term Balanced Contract Participant
Fund Fund Fund Fund Fund Fund Fund Loans
---------- ---- ----- ---------- ---------- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS, at fair value
(Note 2):
The Standard Products Company
Common Share Fund $6,054,204 $ - $ - $ - $ - $ - $ - $ -
The Standard Products
Company PAYSOP Fund - - - - - - - -
Vanguard Windsor II - 8,885,179 - - - - - -
Vanguard Fixed Rate GIC Fund - - 1,735,457 - - - -
Vanguard Money Market
Reserves-Prime Portfolio - - - - 3,602,026 - - -
Vanguard STAR Fund - - - - - 5,862,776 - -
Vanguard Index Trust-500
Portfolio - - - - - - -
Vanguard Investment Contract
Trust - - - - - - 2,474,297 -
Participant Notes Receivable - - - - - - - -
---------- ---------- ----- ---------- ---------- ---------- ---------- -----------
Total investments 6,054,204 8,885,179 - 1,735,457 3,602,026 5,862,776 2,474,297 -
---------- ---------- ----- ---------- ---------- ---------- ---------- -----------
RECEIVABLES
Employer's contributions - - - - - - - -
Employees' contributions 50,034 109,225 - - 46,082 67,750 65,193 -
Interest and dividends 43,885 - - - - - - -
---------- ---------- ----- ---------- ---------- ---------- ---------- -----------
Total receivables 93,919 109,225 - - 46,082 67,750 65,193 -
---------- ---------- ----- ---------- ---------- ---------- ---------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $6,148,123 $8,994,404 $ - $1,735,457 $3,648,108 $5,930,526 $2,539,490 $ -
========== ========== ===== ========== ========== ========== ========== ===========
</TABLE>
<TABLE>
<CAPTION>
Non-Participant Directed
----------------------------------------------------------------------------
Common Short Investment
Stock PAYSOP Equity Index Term Balanced Contract
Fund Fund Fund Fund Fund Fund Fund Total
---- ---- ---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS, at fair value
(Note 2):
The Standard Products Company
Common Share Fund $8,166,128 $ - $ - $ - $ - $ - $ - $14,220,332
The Standard Products
Company PAYSOP Fund - 345,958 - - - - - 345,958
Vanguard Windsor II - - - - - - - 8,885,179
Vanguard Fixed Rate GIC Fund - - - - - - - 1,735,457
Vanguard Money Market
Reserves-Prime Portfolio - - - - 1,174,256 - 4,776,282
Vanguard STAR Fund - - - - - - - 5,862,776
Vanguard Index Trust-500
Portfolio - - - - - - - -
Vanguard Investment Contract
Trust - - - - - - - 2,474,297
Participant Notes Receivable - - - - - - - -
---------- -------- -------- ------ ---------- -------- ---------- -----------
Total investments 8,166,128 345,958 - - 1,174,256 - - 38,300,281
---------- -------- -------- ------ ---------- -------- ---------- -----------
RECEIVABLES
Employer's contributions 130,326 - 3,500 - 264,685 2,047 1,364 401,922
Employees' contributions - - - - - - - 338,284
Interest and dividends 59,360 2,533 - - - - - 105,778
---------- -------- -------- ------ ---------- -------- ---------- -----------
Total receivables 189,686 2,533 3,500 - 264,685 2,047 1,364 845,984
---------- -------- -------- ------ ---------- -------- ---------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $8,355,814 $348,491 $ 3,500 $ - $1,438,941 $ 2,047 $ 1,364 $39,146,265
========== ======== ======== ====== ========== ======== ========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
-3-
<PAGE> 6
STANDARD PRODUCTS
INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED JUNE 30, 1997
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------------------------------------------
Common Fixed Short Investment
Stock Equity Index Income Term Balanced Contract Participant
Fund Fund Fund Fund Fund Fund Fund Loans
---- ---- ---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions-
Employer's $ - $ - $ - $ - $ - $ - $ - $ -
Employees' 658,824 1,612,524 174,292 - 546,104 927,350 723,587 -
---------- ----------- ---------- ----------- ---------- ---------- ---------- ----------
Total contributions 658,824 1,612,524 174,292 - 546,104 927,350 723,587 -
---------- ----------- ---------- ----------- ---------- ---------- ---------- ----------
Net unrealized appreciation
in fair value of investments 453,305 1,917,480 127,603 - - 612,645 - -
Realized gains 92,509 164,170 12,064 - - 44,138 - -
Interest and dividends 159,102 717,000 11,834 17,331 181,740 608,970 227,462 12,420
Employee rollovers 38,927 314,514 158,993 - 56,122 174,318 48,278 -
---------- ----------- ---------- ----------- ---------- ---------- ---------- ----------
Total additions 1,402,667 4,725,688 484,786 17,331 783,966 2,367,421 999,327 12,420
---------- ----------- ---------- ----------- ---------- ---------- ---------- ----------
DEDUCTIONS:
Benefit payments 700,887 1,077,509 5,288 30,623 423,565 676,092 564,589 26,606
Administrative Expenses 8,902 19,513 836 1,563 8,454 12,514 10,657 -
---------- ----------- ---------- ----------- ---------- ---------- ---------- ----------
Total deductions 709,789 1,097,022 6,124 32,186 432,019 688,606 575,246 26,606
---------- ----------- ---------- ----------- ---------- ---------- ---------- ----------
INTERFUND TRANSFERS (565,873) (697,083) 716,852 (1,720,602) (407,749) (321,817) 1,340,709 1,655,562
NET INCREASE 127,005 2,931,583 1,195,514 (1,735,457) (55,802) 1,356,998 1,764,790 1,641,376
NET ASSETS AT BEGINNING OF YEAR 6,148,123 8,994,404 - 1,735,457 3,648,108 5,930,526 2,539,490 -
---------- ----------- ---------- ----------- ---------- ---------- ---------- ----------
NET ASSETS AT END OF YEAR $6,275,128 $11,925,987 $1,195,514 $ - $3,592,306 $7,287,524 $4,304,280 $1,641,376
========== =========== ========== =========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Non-Participant Directed
------------------------------------------------------------------------------------
Common Short Investment
Stock PAYSOP Equity Index Term Balanced Contract
Fund Fund Fund Fund Fund Fund Fund Total
---- ---- ---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions-
Employer's $ 1,661,345 $ - $ 18,557 $1,746 $ 263,172 $ 9,574 $ 4,580 $ 1,958,974
Employees' - - - - - - - 4,642,681
----------- -------- -------- ------ ---------- -------- -------- -----------
Total contributions 1,661,345 - 18,557 1,746 263,172 $9,574 4,580 6,601,655
----------- -------- -------- ------ ---------- -------- -------- -----------
Net unrealized appreciation
in fair value of investments 742,912 27,148 2,622 315 - 556 - 3,884,586
Realized gains 11,435 1,854 104 - - - - 326,274
Interest and dividends 236,485 9,629 1,089 28 69,594 757 204 2,253,645
Employee rollovers - - - - - - - 791,152
----------- -------- -------- ------ ---------- -------- -------- -----------
Total additions 2,652,177 38,631 22,372 2,089 332,766 10,887 4,784 13,857,312
----------- -------- -------- ------ ---------- -------- -------- -----------
DEDUCTIONS:
Benefit payments 871,122 37,888 908 56 94,319 468 189 4,510,109
Administrative Expenses 29,644 1,608 716 64 63,940 522 308 159,241
----------- -------- -------- ------ ---------- -------- -------- -----------
Total deductions 900,766 39,496 1,624 120 158,259 990 497 4,669,350
----------- -------- -------- ------ ---------- -------- -------- -----------
INTERFUND TRANSFERS - - 6 52 (5) (52) - -
NET INCREASE 1,751,411 (865) 20,754 2,021 174,502 9,845 4,287 9,187,962
NET ASSETS AT BEGINNING OF YEAR 8,355,814 348,491 3,500 - 1,438,941 2,047 1,364 39,146,265
----------- -------- -------- ------ ---------- -------- -------- -----------
NET ASSETS AT END OF YEAR $10,107,225 $347,626 $ 24,254 $2,021 $1,613,443 $ 11,892 $ 5,651 $48,334,227
=========== ======== ======== ====== ========== ======== ======== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
-4-
<PAGE> 7
STANDARD PRODUCTS
INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN
NOTES TO FINANCIAL STATEMENTS
(1) SUMMARY OF PLAN
General
The Standard Products Individual Retirement and Investment Trust (the
Plan) is a defined contribution plan covering all Company (the
Company) and its wholly-owned subsidiaries Oliver Rubber Company,
Holm Industries, Inc., "5" Rubber Corporation, and Westborn
Warehouse, Inc. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Administration
The Plan is administered by the Standard Products Individual
Retirement and Investment Trust Plan Committee. The Plan has a
trust agreement with the Vanguard Fiduciary Trust Company to act as
trustee and recordkeeper of the Plan's assets.
Contributions
In the 1996 Plan year participants could contribute up to 10 percent
of their pretax compensation. Effective October 1, 1996,
participants can contribute up to 15 percent of their pretax
compensation. The Company contributes 75 percent of the first 2
percent and 25 percent of the next 3 percent (up to 5 percent) of
base compensation that the participant contributes to the Plan. All
employer matching contributions shall be invested in the Company
Common Stock Fund.
The Company may make a special employer contribution on behalf of each
eligible non-union hourly employee, whether or not they are
depositing participants. For the Plan years ended June 30, 1997 and
1996, respectively, the special employer contributions were $258,774
and $272,698.
Participant Accounts
Each participant's account is credited with the participant's
contributions, their allocation of the Company's contributions and
the earnings of their investment funds.
Vesting
The participants are immediately vested in both their contributions
and the Company's contributions plus actual earnings thereon.
-5-
<PAGE> 8
STANDARD PRODUCTS
INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
Investment Options
Upon enrollment in the Plan, a participant may direct employee
contributions in 10 percent increments to any of six investment
options.
Company Common Stock Fund - This fund invests in common stock of The
Standard Products Company.
Equity Fund - This fund invests in the Vanguard Windsor II Fund which
consists of investments in a diversified group of out-of-favor stocks
of large-capitalization companies.
Index Fund - This fund invests in the Vanguard Index Trust-500
Portfolio which consists of investments in all of the 500 stocks that
make up the Standard & Poor's 500 Composite Stock Price Index.
Short Term Investment Fund - This fund invests in the Vanguard Money
Market Reserves-Prime Portfolio which consists of investments in
short-term, high-quality money market instruments.
Balanced Fund - This fund invests in the Vanguard STAR Fund which
consists of investments in nine Vanguard funds: six stock funds, two
bond funds, and one money market fund.
Investment Contract Fund - This fund invests in the Vanguard
Retirement Savings Trust which consists of investment contracts
backed by financial institutions or by high-quality bonds and bond
mutual funds owned by the Trust. Prior to April 30, 1997, this fund
was known as the Vanguard Investment Contract Trust.
Some investments are held in a Payroll Stock Ownership Plan
(PAYSOP) which consists of employer contributions in the form of the
Company common stock or cash. Contributions are no longer made to
the PAYSOP by the Company due to changes in tax legislation.
Participant Notes Receivable
Participants may borrow the lesser of 100 percent of their participant
elected contributions account or 50 percent of the vested value of
their entire account. In no event should the maximum loan exceed
$50,000. The interest rate is established based on the prime rate.
Interest rates as of June 30, 1997 range from 8.25 percent to 8.50
percent. The loan repayment schedule can be no longer than 54
months. Principal and interest is paid ratably through payroll
deductions.
Payment of Benefits
In the event of retirement, death, termination, permanent disability
or other separation from service, participants shall be entitled to
receive an amount equal to the value of the vested interest in their
accounts. Payment of benefits may be taken in a lump sum cash
distribution or in various annuity options.
-6-
<PAGE> 9
STANDARD PRODUCTS
INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
Termination of the Plan
Although it has not expressed any intent to do so, the Company has the
right, under the Plan, to terminate the Plan subject to the
provisions of ERISA.
(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 net assets available for plan
benefits reflect the Plan's investments at their fair market values
as of June 30, 1997 and 1996. Net change in realized and
unrealized appreciation and depreciation of investments is reflected
as an adjustment of the Plan's equity balance in the accompanying
statement of changes in net assets available for plan benefits. A
summary of the Plan's investments at June 30, 1997, is presented in
Schedule I.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recognized when earned. Dividends are recorded
on the ex-dividend date.
Administrative Expenses
All costs and expenses incurred in administering the Plan are
charged to the Plan, unless otherwise paid by the Company.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Reclassifications
Certain amounts in the 1996 presentation have been reclassified to
conform to the 1997 presentation.
-7-
<PAGE> 10
STANDARD PRODUCTS
INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(3) FEDERAL INCOME TAXES
The Internal Revenue Service has determined and informed the
Company by a letter dated February 7, 1997, that the Plan and
related trust are designed in accordance with applicable sections of
the Internal Revenue Code (IRC). The Plan has been amended since
receiving the determination letter. However, the Plan administrator
believes that the Plan is designed and is currently being operated
in compliance with the applicable requirements of the IRC.
(4) RELATED-PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by the
trustee. There have been no known prohibited transactions with a
party-in-interest.
(5) RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for
benefits according to the financial statements to Form 5500:
<TABLE>
<CAPTION>
June 30,
--------------------------
1997 1996
---- ----
<S> <C> <C>
Net assets available for benefits per the
financial statements $48,334,227 $39,146,265
Amounts allocated to withdrawing participants 393,028 -
----------- -----------
Net assets available for benefits per Form 5500 $47,941,199 $39,146,265
=========== ===========
</TABLE>
The following is a reconciliation of benefits paid to
participants according to the financial statements to Form 5500:
<TABLE>
<CAPTION>
Year Ended
June 30, 1997
-------------
<S> <C>
Benefits paid to participants per the financial
statements $4,510,109
Add- Amounts allocated to withdrawing participants
at June 30, 1997 393,028
Less- Amounts allocated to withdrawing participants
at June 30, 1996 -
----------
Benefits paid to participants per Form 5500 $4,903,137
</TABLE>
Amounts allocated to withdrawing participants are recorded on Form 5500
for benefit claims that have been processed and approved for payment
prior to June 30 but not yet paid as of that date.
-8-
<PAGE> 11
STANDARD PRODUCTS
INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN
EIN: 34-0549970 - PLAN: 011
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF JUNE 30, 1997
<TABLE>
<CAPTION>
Shares/
Par Value Description Cost Market
- --------- ----------- ---- ------
<S> <C> <C> <C>
1,184,273 *The Standard Products Company Common Share Fund $13,957,385 $16,094,269
25,277 *PAYSOP Fund 213,089 345,288
427,818 *Vanguard Windsor II 8,178,772 11,794,948
14,135 *Vanguard Index Trust-500 Portfolio 1,041,445 1,169,358
4,897,171 *Vanguard Money Market Reserves-Prime Portfolio 4,897,171 4,897,171
416,386 *Vanguard STAR Fund 5,854,637 7,215,964
4,239,526 *Vanguard Retirement Savings Trust 4,239,526 4,239,526
Participant Loans, interest rates ranging from
N/A 8.25% to 8.50% 1,641,376 1,641,376
----------- -----------
Total $40,023,401 $47,397,900
=========== ===========
</TABLE>
*Represents a party-in-interest
The accompanying notes are an integral part of this schedule.
-9-
<PAGE> 12
SCHEDULE II
STANDARD PRODUCTS
INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN
EIN: 34-0549970 - PLAN: 011
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED JUNE 30, 1997
During the year ended June 30, 1997, the Plan had the following "reportable
transactions", as defined, involving an amount in excess of 5% of the net
assets available for plan benefits at the beginning of the year, July 1,
1996:
<TABLE>
<CAPTION>
Purchases
----------------------------------------------------------
Current
Value on
Number of Shares/ Historical Transaction
Description Transactions Par Value Cost Date
- ----------- ------------ --------- ---------- -------------
<S> <C> <C> <C> <C>
*The Standard Products
Company Common Share Fund 51 260,833 $3,313,421 $3,313,421
*Vanguard Windsor II 94 137,926 3,361,108 3,361,108
*Vanguard Money Market
Reserves-Prime Portfolio 131 1,517,384 1,517,384 1,517,384
*Vanguard STAR Fund 59 121,868 1,986,792 1,986,792
*Vanguard Retirement
Savings Trust 110 3,120,252 3,120,252 3,120,252
<CAPTION>
Sales
----------------------------------------------------------------------------------
Current
Value on
Number of Shares/ Historical Transaction
Description Transactions Par Value Proceeds Cost Date Gain
- ----------- ------------ --------- -------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
*The Standard Products
Company Common Share Fund 142 210,558 $2,739,618 $2,460,734 $2,739,618 $278,884
*Vanguard Windsor II 144 104,479 2,535,585 2,015,308 2,535,585 520,277
*Vanguard Money Market
Reserves-Prime Portfolio 142 1,396,494 1,396,494 1,396,494 1,396,494 -
*Vanguard STAR Fund 139 79,145 1,290,892 1,107,758 1,290,892 183,134
*Vanguard Retirement
Savings Trust 139 1,355,023 1,355,023 1,355,023 1,355,023 -
</TABLE>
*Represents a party-in-interest
The accompanying notes are an integral part of this schedule.
-10-
<PAGE> 13
SCHEDULE III
STANDARD PRODUCTS
INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN
EIN: 34-0549970 - PLAN: 011
Item 27e - SCHEDULE OF NON-EXEMPT TRANSACTIONS
FOR THE YEAR ENDED JUNE 30, 1997
<TABLE>
<CAPTION>
Number of
Relationship Units
Identity of Party Involved to the Plan Description of Asset Purchased Cost
- -------------------------- ----------- ----------------------------- ----------- ----------
<S> <C> <C> <C> <C>
The Standard Products Company Plan Sponsor The Standard Products Company 260,833 $3,313,421
Common Share Fund
The Standard Products Company Plan Sponsor The Standard Products PAYSOP 786 9,824
Fund
<CAPTION>
Current
Number of Realized Market Value
Identity of Party Involved Units Sold Proceeds Gain of Assets Held
- -------------------------- ---------- ---------- -------- ----------------
<S> <C> <C> <C> <C>
The Standard Products Company 210,558 $2,739,618 $278,884 $16,094,269
The Standard Products Company 2,988 39,496 14,468 345,288
</TABLE>
The accompanying notes are an integral part of this schedule.
-11-
<PAGE> 1
EXHIBIT 99.2
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, 1997
A. Full title of plan and the address of the plan, if different from that
of the issuer:
THE STANDARD PRODUCTS COMPANY (GAYLORD, MICHIGAN PLANT) UAW LOCAL 388
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
B. Name of issuer of securities held pursuant to the plan and the address
of its principal executive office:
THE STANDARD PRODUCTS COMPANY
2401 SOUTH GULLEY ROAD, DEARBORN, MICHIGAN 48124
REQUIRED INFORMATION
Financial Statements:
Report of Independent Public Accountants
Statement of Net Assets Available for Plan Benefits
--As of June 30, 1997
--As of June 30, 1996
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended June 30, 1997
Notes to Financial Statements
I - Schedule of Assets Held for Investment Purposes as of June 30, 1997
II - Schedule of Reportable Transactions for the Year Ended June 30, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
members of The Standard Products Company (Gaylord, Michigan Plant) UAW Local
388 Collectively Bargained Savings and Retirement Plan Committee, as
administrator of The Standard Products Company (Gaylord, Michigan Plant) UAW
Local 388 Collectively Bargained Savings and Retirement Plan, have duly caused
this annual report to be signed by the undersigned thereunto duly authorized.
The Standard Products Company
(Gaylord, Michigan Plant) UAW Local 388
Collectively Bargained Savings and
Retirement Plan
Date: December 22, 1997 By: /s/ Bernard J. Theisen
----------------------------
Committee Member
<PAGE> 2
THE STANDARD PRODUCTS COMPANY
(GAYLORD, MICHIGAN PLANT) UAW LOCAL 388
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
INDEX TO FINANCIAL STATEMENTS
Report of Independent Public Accountants
Financial Statements-
Statement of Net Assets Available for Plan Benefits as of June 30, 1997
Statement of Net Assets Available for Plan Benefits as of June 30, 1996
(unaudited)
Statement of Changes in Net Assets Available for Plan Benefits for the
Year
Ended June 30, 1997
Notes to Financial Statements
Schedule I - Item 27a - Schedule of Assets Held for Investment Purposes as of
June 30, 1997
Schedule II - Item 27d - Schedule of Reportable Transactions for the Year Ended
June 30, 1997
<PAGE> 3
Report of Independent Public Accountants
To The Standard Products Company:
We have audited the accompanying statements of net assets available for plan
benefits of THE STANDARD PRODUCTS COMPANY (GAYLORD, MICHIGAN PLANT) UAW LOCAL
388 COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN (the Plan) as of June
30, 1997, and the related statement of changes in net assets available for plan
benefits for the year ended June 30, 1997. These financial statements and the
schedules referred to below are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements and
schedules based on our audits. The financial statement of the Plan as of June
30, 1996 was not audited by us, and accordingly, we do not express an opinion
on it.
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 net assets available for plan benefits of the Plan
as of June 30, 1997, and the changes in net assets available for plan benefits
for the year ended June 30, 1997 in conformity with general accepted accounting
principles.
Our audits were performed 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 and reportable transactions are presented for the
purpose 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 audits
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
Detroit, Michigan
December 8, 1997.
<PAGE> 4
THE STANDARD PRODUCTS COMPANY
(GAYLORD, MICHIGAN PLANT) UAW LOCAL 388
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF JUNE 30, 1997
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------
Common Short Investment
Stock Equity Index Term Balanced Contract Participant
Fund Fund Fund Fund Fund Fund Loans
-------- ---- ----- ------- ---- ---- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS, at fair value (Note 2):
The Standard Products Company Common Share Fund $205,011 $ - $ - $ - $ - $ - $ -
Vanguard Windsor II - 312,609 - - - - -
Vanguard Index Trust-500 Portfolio - - 270 - - - -
Vanguard Money Market Reserves-Prime Portfolio - - - 34,081 - - -
Vanguard STAR Fund - - - - 133,953 - -
Vanguard Retirement Savings Trust - - - - - 61,789 -
Participant Notes Receivable - - - - - - 19,868
-------- -------- ----- ------- -------- --------- ---------
Total investments 205,011 312,609 270 34,081 133,953 61,789 19,868
-------- -------- ----- ------- -------- --------- ---------
RECEIVABLES
Employer's contributions - - - - - - -
Employees' contributions 5,046 12,457 702 989 6,091 1,872 -
Interest and dividends 1,332 - - - - - -
Loan repayments - - - - - - -
-------- -------- ----- ------- -------- --------- ---------
Total receivables 6,378 12,457 702 989 6,091 1,872
-------- -------- ----- ------- -------- --------- ---------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $211,389 $325,066 $ 972 $35,070 $140,044 $ 63,661 $ 19,868
======== ======== ===== ======= ======== ========= =========
<CAPTION>
Non-Participant Directed
---------------------------------------------------------------
Common Short Investment
Stock Equity Index Term Balanced Contract
Fund Fund Fund Fund Fund Fund Total
-------- ---- ------ ---------- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS, at fair value (Note 2):
The Standard Products Company Common Share Fund $ 108,690 $ - $ - $ - $ - $ - $ 313,701
Vanguard Windsor II - - - - - - 312,609
Vanguard Index Trust-500 Portfolio - - - - - - 270
Vanguard Money Market Reserves-Prime Portfolio - - - - - - 34,081
Vanguard STAR Fund - - - - - - 133,953
Vanguard Retirement Savings Trust - - - - - - 61,789
Participant Notes Receivable - - - - - - 19,868
--------- ------- ------ -------- ----- ------- ---------
Total investments 108,690 - - - - - 876,271
--------- ------- ------ -------- ----- ------- ---------
RECEIVABLES
Employer's contributions 6,464 - - - - - 6,464
Employees' contributions - - - - - - 27,157
Interest and dividends 731 - - - - - 2,063
Loan repayments - - - - - - -
--------- ------- ------ -------- ----- ------- ---------
Total receivables 7,195 - - - - - 35,684
--------- ------- ------ -------- ----- ------- ---------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 115,885 $- $ - $ - $ - $ - $ 911,955
========= ======= ====== ======== ===== ======= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
-2-
<PAGE> 5
THE STANDARD PRODUCTS COMPANY
(GAYLORD, MICHIGAN PLANT) UAW LOCAL 388
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF JUNE 30, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------
Common Short Investment
Stock Equity Index Term Balanced Contract Participant
Fund Fund Fund Fund Fund Fund Loans
-------- ---- ----- ------- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS, at fair value (Note 2):
The Standard Products Company Common Share Fund $149,011 $ - $ - $ - $ - $ - $ -
Vanguard Windsor II - 131,274 - - - - -
Vanguard Fixed Rate GIC Fund - - - - - - -
Vanguard Money Market Reserves-Prime Portfolio - - - 30,473 - - -
Vanguard STAR Fund - - - - - - -
Vanguard Index Trust-500 Portfolio - - - - 66,926 - -
Vanguard Investment Contract Trust - - - - - 65,071 -
Participant Notes Receivable - - - - - - -
-------- -------- ---- ------- -------- --------- ---------
Total investments 149,011 131,274 - 30,473 66,926 65,071 -
-------- -------- ---- ------- -------- --------- ---------
RECEIVABLES
Employer's contributions - - - - - - -
Employees' contributions 4,528 6,835 - 900 3,140 1,281 -
Interest and dividends 1,108 - - - - - -
-------- -------- ---- ------- -------- --------- ---------
Total receivables 5,636 6,835 - 900 3,140 1,281 -
-------- -------- ---- ------- -------- --------- ---------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $154,647 $138,109 $ - $31,373 $ 70,066 $ 66,352 $ -
======== ======== ==== ======= ======== ========= =========
<CAPTION>
Non-Participant Directed
-----------------------------------------------------
Common Short Investment
Stock Equity Index Term Balanced Contract
Fund Fund Fund Fund Fund Fund Total
------- ---- ------ ----- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS, at fair value (Note 2):
The Standard Products Company Common Share Fund $54,515 $ - $ - $ - $ - $ - $ 203,526
Vanguard Windsor II - 1,609 - - - - 132,883
Vanguard Fixed Rate GIC Fund - - - - - - -
Vanguard Money Market Reserves-Prime Portfolio - - - 444 - - 30,917
Vanguard STAR Fund - - - - - - -
Vanguard Index Trust-500 Portfolio - - - - 953 - 67,879
Vanguard Investment Contract Trust - - - - - 721 65,792
Participant Notes Receivable - - - - - - -
------- ------- ----- ---- ------ ------ ---------
Total investments 54,515 1,609 - 444 953 721 500,997
------- ------- ----- ---- ------ ------ ---------
RECEIVABLES
Employer's contributions 1,989 170 - - 74 4 2,237
Employees' contributions - - - - - - 16,684
Interest and dividends 408 - - - - - 1,516
------- ------- ----- ---- ------ ------ ---------
Total receivables 2,397 170 - - 74 4 20,437
------- ------- ----- ---- ------ ------ ---------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $56,912 $1,779 $ - $444 $1,027 $ 725 $ 521,434
======= ======= ===== ==== ====== ====== =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
-3-
<PAGE> 6
THE STANDARD PRODUCTS COMPANY
(GAYLORD, MICHIGAN PLANT) UAW LOCAL 388
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED JUNE 30, 1997
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------------------
Common Short Investment
Stock Equity Index Term Balanced Contract Participant
Fund Fund Fund Fund Fund Fund Loans
--------- ---- ---- -------- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions-
Employer's $ - $ - $ - $ - $ - $ - $ -
Employees' 58,721 113,621 964 8,732 52,618 16,092 -
-------- -------- ------ ------- -------- -------- --------
Total contributions 58,721 113,621 964 8,732 52,618 16,092 -
-------- -------- ------ ------- -------- -------- --------
Net unrealized appreciation
in fair value of investments 15,581 43,804 7 - 10,017 - -
Realized gains 67 1,984 - - 357 - -
Interest and dividends 4,814 13,853 1 1,660 8,937 3,550 -
Employee rollovers - 18,243 - - - - -
-------- -------- ------ ------- -------- -------- --------
Total additions 79,183 191,505 972 10,392 71,929 19,642 -
-------- -------- ------ ------- -------- -------- --------
DEDUCTIONS:
Benefit payments 14,057 3,701 - 2,933 684 3,452 -
Inter-divisional transfers out 1,308 2,939 - 87 19 9,049 -
-------- -------- ------ ------- -------- -------- --------
Total deductions 15,365 6,640 - 3,020 703 12,501 -
-------- -------- ------ ------- -------- -------- --------
INTERFUND TRANSFERS: (7,076) 2,092 - (3,675) (1,248) (9,832) 19,868
NET INCREASE 56,742 186,957 972 3,697 69,978 (2,691) 19,868
NET ASSETS AT BEGINNING OF YEAR 154,647 138,109 - 31,373 70,066 66,352 -
-------- -------- ------ ------- -------- -------- ----------
NET ASSETS AT END OF YEAR $211,389 $325,066 $ 972 $35,070 $140,044 $ 63,661 $ 19,868
======== ======== ====== ======= ======== ======== ==========
<CAPTION>
Non-Participant Directed
----------------------------------------------------------
Common Short Investment
Stock Equity Index Term Balanced Contract
Fund Fund Fund Fund Fund Fund Total
-------- ---- ---- ------- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions-
Employer's $ 48,531 $ 1,409 $ - $ 27 $ 549 $ 113 $ 50,629
Employees' - - - - - - 250,748
-------- ------- ------- ------ ------- ----- ---------
Total contributions 48,531 1,409 - 27 549 113 301,377
-------- ------- ------- ------ ------- ----- ---------
Net unrealized appreciation
in fair value of investments 5,735 - - - - - 75,144
Realized gains 16 213 - - 42 - 2,679
Interest and dividends 2,165 215 - 17 130 28 35,370
Employee rollovers - - - - - - 18,243
-------- ------- ------- ------ ------- ----- ---------
Total additions 56,447 1,837 - 44 721 141 432,813
-------- ------- ------- ------ ------- ----- ---------
DEDUCTIONS:
Benefit payments 3,960 76 - 15 4 8 28,890
Inter-divisional transfers out - - - - - - 13,402
-------- ------- ------- ------ ------- ----- ---------
Total deductions 3,960 76 - 15 4 8 42,292
-------- ------- ------- ------ ------- ----- ---------
INTERFUND TRANSFERS: 6,486 (3,540) - (473) (1,744) (858) -
NET INCREASE 58,973 (1,779) - (444) (1,027) (725) 390,521
NET ASSETS AT BEGINNING OF YEAR 56,912 1,779 - 444 1,027 725 521,434
-------- ------- ------- ------ ------- ----- ---------
NET ASSETS AT END OF YEAR $115,885 $ - $ - $ - $ - $ - $ 911,955
======== ======= ======= ====== ======= ===== =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
-4-
<PAGE> 7
THE STANDARD PRODUCTS COMPANY
(GAYLORD, MICHIGAN PLANT) UAW LOCAL 388
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(1) SUMMARY OF PLAN
General
The Standard Products Company (Gaylord, Michigan Plant) UAW
Local 388 Company Collectively Bargained Savings and Retirement
Plan (the Plan) is a defined contribution plan covering all
employees who have completed the 90 day probationary period and
are covered by the collectively bargained agreement between UAW
Local 388 and The Standard Products Company (the Company). The
Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
Administration
The Plan is administered by The Standard Products Collectively
Bargained Savings and Retirement Plan Committee. The Plan has a
trust agreement with the Vanguard Fiduciary Trust Company (the
Trustee) to act as trustee and recordkeeper of the Plan's assets.
Contributions
Each year, participants may contribute up to 15 percent of
their pretax compensation. The Company contributes 40 percent of
the first 5 percent of base compensation that the participant
contributes to the Plan. All employer matching contributions are
invested in the Company Common Stock Fund.
Participant Accounts
Each participant's account is credited with the participant's
contributions, their allocation of the Company's contributions and
the earnings of their investment funds.
Vesting
The participants are immediately vested in their contributions and the
Company's contributions plus actual earnings thereon.
Investment Options
Upon enrollment in the Plan, a participant may direct employee
contributions in 10 percent increments to any of six investment
options.
Company Common Stock Fund - This fund invests in common stock of The
Standard Products Company.
Equity Fund - This fund invests in the Vanguard Windsor II Fund which
consists of investments in a diversified group of out-of-favor stocks
of large-capitalization companies.
-5-
<PAGE> 8
THE STANDARD PRODUCTS COMPANY
(GAYLORD, MICHIGAN PLANT) UAW LOCAL 388
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
Index Fund - This fund invests in the Vanguard Index Trust-500
Portfolio which consists of investments in all of the 500 stocks that
make up the Standard & Poor's 500 Composite Stock Price Index.
Short Term Investment Fund - This fund invests in the Vanguard Money
Market Reserves-Prime Portfolio which consists of investments in
short-term, high-quality money market instruments.
Balanced Fund - This fund invests in the Vanguard STAR Fund which
consists of investments in nine Vanguard funds: six stock funds, two
bond funds, and one money market fund.
Investment Contract Fund - This fund invests in the Vanguard
Retirement Savings Trust which consists of investment contracts
backed by financial institutions or by high-quality bonds and bond
mutual funds owned by the Trust. Prior to April 30, 1997, this fund
was known as the Vanguard Investment Contract Trust.
Participant Notes Receivable
Participants may borrow the lesser of 100 percent of their participant
elected contributions account or 50 percent of the vested value of
their entire account. In no event should the maximum loan exceed
$50,000. The interest rate is established based on the prime rate
and was 8.50 percent for all loans initiated during the Plan year.
The loan repayment schedule can be no longer than 54 months.
Principal and interest is paid ratably through payroll deductions.
Payment of Benefits
In the event of retirement, death, termination, permanent
disability or other separation from service, participants shall be
entitled to receive an amount equal to the value of the vested
interest in their accounts. Payment of benefits may be taken in a
lump sum cash distribution or in various annuity options.
Termination of the Plan
Although it has not expressed any intent to do so, the Company has the
right, under the Plan, to terminate the Plan subject to the
provisions of ERISA.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements are prepared on the
accrual basis of accounting.
-6-
<PAGE> 9
THE STANDARD PRODUCTS COMPANY
(GAYLORD, MICHIGAN PLANT) UAW LOCAL 388
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
Investments
The accompanying statements of net assets available for plan
benefits reflect the Plan's investments at their fair market
values as of June 30, 1997 (audited) and 1996 (unaudited). Net
change in realized and unrealized appreciation and depreciation of
investments is reflected as an adjustment of the Plan's equity
balance in the accompanying statement of changes in net assets
available for plan benefits. A summary of the Plan's investments
at June 30, 1997, is presented in Schedule I.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recognized when earned. Dividends are recorded
on the ex-dividend date.
Administrative Expenses
The Company pays the administrative expenses of the Plan,
including any expenses and fees of the Trustee.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
(3) FEDERAL INCOME TAXES
The Internal Revenue Service has determined and informed the
Company by a letter dated February 7, 1997, that the Plan and
related trust are designed in accordance with applicable sections of
the Internal Revenue Code (IRC). The Plan has been amended since
receiving the determination letter. However, the Plan administrator
believes that the Plan is designed and is currently being operated
in compliance with the applicable requirements of the IRC.
(4) RELATED-PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by the
trustee. There have been no known prohibited transactions with a
party-in-interest.
-7-
<PAGE> 10
THE STANDARD PRODUCTS COMPANY
(GAYLORD, MICHIGAN PLANT) UAW LOCAL 388
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(5) RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for
benefits according to the financial statements to Form 5500:
<TABLE>
<CAPTION>
June 30,
--------------------
1997 1996
---- ----
<S> <C> <C>
Net assets available for benefits per the
Financial statements $ 911,955 $ 521,434
Amounts allocated to withdrawing participants 10,682 -
--------- ---------
Net assets available for benefits per Form 5500 $ 901,273 $ 521,434
========= =========
</TABLE>
The following is a reconciliation of benefits paid to participants according to
the financial statements to Form 5500:
<TABLE>
<CAPTION>
Year Ended
June 30, 1997
-------------
<S> <C>
Benefits paid to participants per the financial
Statements $28,890
Add- Amounts allocated to withdrawing participants
at June 30, 1997 10,682
Less- Amounts allocated to withdrawing participants
at June 30, 1996 -
-------
Benefits paid to participants per Form 5500 $39,572
=======
</TABLE>
Amounts allocated to withdrawing participants are recorded on Form 5500 for
benefit claims that have been processed and approved for payment prior to June
30 but not yet paid as of that date.
-8-
<PAGE> 11
SCHEDULE I
THE STANDARD PRODUCTS COMPANY
(GAYLORD, MICHIGAN PLANT) UAW LOCAL 388
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
EIN: 34-0549970 - PLAN: 014
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF JUNE 30, 1997
<TABLE>
<CAPTION>
Shares/
Par Value Description Cost Market
- --------- ------------------------------------------------ ---- ------
<S> <C> <C> <C>
23,083 *The Standard Products Company Common Share Fund $253,532 $313,701
11,339 *Vanguard Windsor II 259,558 312,609
3 *Vanguard Index Trust-500 Portfolio 263 270
34,081 *Vanguard Money Market Reserves-Prime Portfolio 34,081 34,081
7,730 *Vanguard STAR Fund 122,241 133,953
61,789 *Vanguard Retirement Savings Trust 61,789 61,789
N/A Participant Loans, interest rate 8.50% 19,868 19,868
-------- --------
Total $751,332 $876,271
======== ========
</TABLE>
*Represents a party-in-interest
The accompanying notes are an integral part of this schedule.
-9-
<PAGE> 12
SCHEDULE II
THE STANDARD PRODUCTS COMPANY
(GAYLORD, MICHIGAN PLANT) UAW LOCAL 388
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
EIN: 34-0549970 - PLAN: 014
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED JUNE 30, 1997
During the year ended June 30, 1997, the Plan had the following "reportable
transactions", as defined, involving an amount in excess of 5% of the net
assets available for plan benefits at the beginning of the year, July 1,
1996:
<TABLE>
<CAPTION>
Purchases Sales
--------------------------------------------------- -----------------------------------
Current
Value on
Number of Shares/ Historical Transaction Number of Shares/
Description Transactions Par Value Cost Date Transactions Par Value Proceeds
- ----------- ------------ --------- ---------- ----------- ------------ --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
*The Standard Products
Company Common Share Fund 17 9,095 $116,712 $ 116,712 23 2,110 $26,629
*Vanguard Windsor II 19 6,452 158,822 158,822 10 870 22,159
*Vanguard STAR Fund 15 4,292 70,128 70,128 7 888 14,450
*Vanguard Retirement
Savings Trust 27 19,195 19,195 19,195 16 14,150 14,150
</TABLE>
<TABLE>
<CAPTION>
Sales (cont.)
------------------------------------------
Current
Value on
Historical Transaction
Cost Date Gain
---------- ----------- -----------
<S> <C> <C> <C>
*The Standard Products
Company Common Share Fund $23,434 $26,629 $ 3,195
*Vanguard Windsor II 18,924 22,159 3,235
*Vanguard STAR Fund 13,793 14,450 657
*Vanguard Retirement
Savings Trust 14,150 14,150 -
</TABLE>
*Represents a party-in-interest
The accompanying notes are an integral part of this schedule.
-10-
<PAGE> 1
EXHIBIT 99.3
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, 1997
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) UAW LOCAL 1681 LEXINGTON, KY
B. Name of issuer of securities held pursuant to the plan and the address
of its principal executive office:
THE STANDARD PRODUCTS COMPANY
2401 SOUTH GULLEY ROAD, DEARBORN, MICHIGAN 48124
REQUIRED INFORMATION
Financial Statements:
Report of Independent Public Accountants
Statement of Net Assets Available for Plan Benefits
--As of June 30, 1997
--As of June 30, 1996
Statement of Changes in Net Assets Available for Plan Benefits for the
Year Ended June 30, 1997
Notes to Financial Statements
I - Schedule of Assets Held for Investment Purposes as of June 30, 1997
II - Schedule of Reportable Transactions for the Year Ended June 30, 1997
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) UAW Local 1681 Lexington, KY Committee, as
administrator of The Standard Products Company Collectively Bargained Savings
and Retirement Plan (Lexington Division) UAW Local 1681 Lexington, KY, 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 (Lexington Division)
UAW Local 1681 Lexington, KY
Date: December 22, 1997 By: /s/ Bernard J. Theisen
----------------------------
Committee Member
<PAGE> 2
THE STANDARD PRODUCTS COMPANY
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
(LEXINGTON DIVISION) UAW LOCAL 1681 LEXINGTON, KY
INDEX TO FINANCIAL STATEMENTS
Report of Independent Public Accountants
Financial Statements-
Statement of Net Assets Available for Plan Benefits as of June 30, 1997
Statement of Net Assets Available for Plan Benefits as of June 30, 1996
Statement of Changes in Net Assets Available for Plan Benefits for the Year
Ended June 30, 1997
Notes to Financial Statements
Schedule I - Item 27a - Schedule of Assets Held for Investment Purposes as of
June 30, 1997
Schedule II - Item 27d - Schedule of Reportable Transactions for the Year Ended
June 30, 1997
<PAGE> 3
Report of Independent Public Accountants
To The Standard Products Company:
We have audited the accompanying statements of net assets available for plan
benefits of THE STANDARD PRODUCTS COMPANY COLLECTIVELY BARGAINED SAVINGS AND
RETIREMENT PLAN (LEXINGTON DIVISION) UAW LOCAL 1681 LEXINGTON, KY (the Plan) as
of June 30, 1997 and 1996, and the related statement of changes in net assets
available for plan benefits for the year ended June 30, 1997. These financial
statements and the schedules referred to below are the responsibility of the
Plan's management. 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 net assets available for plan benefits of the Plan as
of June 30, 1997 and June 30, 1996, and the changes in net assets available for
plan benefits for the year ended June 30, 1997 in conformity with general
accepted accounting principles.
Our audits were performed 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 and reportable transactions are presented for the
purpose 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 audits 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
Detroit, Michigan
December 8, 1997.
<PAGE> 4
THE STANDARD PRODUCTS COMPANY
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
(LEXINGTON DIVISION) UAW LOCAL 1681 LEXINGTON, KY
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF JUNE 30, 1997
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------
Common Short Investment
Stock Equity Term Balanced Contract
Fund Fund Fund Fund Fund
------- -------- -------- --------- ----------
<S> <C> <C> <C> <C> <C>
INVESTMENTS, at fair value (Note 2):
The Standard Products Company
Common Share Fund $57,470 $ -- $ -- $ -- $ --
Vanguard Windsor II -- 180,641 -- -- --
Vanguard Money Market Reserves -
Prime Portfolio -- -- 50,774 -- --
Vanguard STAR Fund -- -- -- 132,819 --
Vanguard Retirement Savings Trust -- -- -- -- 318,715
------- -------- ------- -------- --------
Total investments 57,470 180,641 50,774 132,819 318,715
RECEIVABLES:
Employer's contributions -- -- -- -- --
Employees' contributions 501 1,009 232 466 1,532
Interest and dividends 265 -- -- -- --
------- -------- ------- -------- --------
Total receivables 766 1,009 232 466 1,532
------- -------- ------- -------- --------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $58,236 $181,650 $51,006 $133,285 $320,247
======= ======== ======= ======== ========
<CAPTION>
Non-Participant Directed
---------------------------------------------------------
Common Short Investment
Stock Equity Term Balanced Contract
Fund Fund Fund Fund Fund Total
-------- ------ ---- -------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENTS, at fair value (Note 2):
The Standard Products Company
Common Share Fund $84,918 $-- $-- $-- $-- $142,388
Vanguard Windsor II -- -- -- -- -- 180,641
Vanguard Money Market Reserves -
Prime Portfolio -- -- -- -- -- 50,774
Vanguard STAR Fund -- -- -- -- -- 132,819
Vanguard Retirement Savings Trust -- -- -- -- -- 318,715
------- --- --- --- --- --------
Total investments 84,918 -- -- -- -- 825,337
RECEIVABLES:
Employer's contributions 480 -- -- -- -- 480
Employees' contributions -- -- -- -- -- 3,740
Interest and dividends 387 -- -- -- -- 652
------- --- --- --- --- --------
Total receivables 867 -- -- -- -- 4,872
------- --- --- --- --- --------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $85,785 $-- $-- $-- $-- $830,209
======= === === === === ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
-2-
<PAGE> 5
THE STANDARD PRODUCTS COMPANY
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
(LEXINGTON DIVISION) UAW LOCAL 1681 LEXINGTON, KY
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF JUNE 30, 1996
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------------------------
Common Short Investment
Stock Equity Term Balanced Contract
Fund Fund Fund Fund Fund
-------- ---------- -------- -------- ----------
<S> <C> <C> <C> <C> <C>
INVESTMENTS, at fair value (Note 2):
The Standard Products Company
Common Share Fund $48,726 $ -- $ -- $ -- $ --
Vanguard Windsor II -- 131,794 -- -- --
Vanguard Money Market Reserves -
Prime Portfolio -- -- 45,525 -- --
Vanguard STAR Fund -- -- -- 106,535 --
Vanguard Investment Contract Trust -- -- -- -- 318,457
------- -------- ------- -------- --------
Total investments 48,726 131,794 45,525 106,535 318,457
RECEIVABLES:
Employer's contributions -- -- -- -- --
Employees' contributions 839 2,685 1,085 2,067 6,062
Interest and dividends 357 -- -- -- --
------- -------- ------- -------- --------
Total receivables 1,196 2,685 1,085 2,067 6,062
------- -------- ------- -------- --------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $49,922 $134,479 $46,610 $108,602 $324,519
======= ======== ======= ======== ========
<CAPTION>
Non-Participant Directed
-----------------------------------------------------------------------
Common Short Investment
Stock Equity Term Balanced Contract
Fund Fund Fund Fund Fund Total
------- ------ ------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENTS, at fair value (Note 2):
The Standard Products Company
Common Share Fund $66,506 $ -- $ -- $ -- $ -- $115,232
Vanguard Windsor II -- 1,263 -- -- -- 133,057
Vanguard Money Market Reserves -
Prime Portfolio -- -- 490 -- -- 46,015
Vanguard STAR Fund -- -- -- 954 -- 107,489
Vanguard Investment Contract Trust -- -- -- -- 3,234 321,691
------- ------ ---- ---- ------- --------
Total investments 66,506 1,263 490 954 3,234 723,484
RECEIVABLES:
Employer's contributions 1,513 7 13 11 7 1,551
Employees' contributions -- -- -- -- 12,738
Interest and dividends 481 -- -- -- -- 838
------- ------ ---- ---- ------- --------
Total receivables 1,994 7 13 11 7 15,127
------- ------ ---- ---- ------- --------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $68,500 $1,270 $503 $965 $ 3,241 $738,611
======= ====== ==== ==== ======= ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
-3-
<PAGE> 6
THE STANDARD PRODUCTS COMPANY
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
(LEXINGTON DIVISION) UAW LOCAL 1681 LEXINGTON, KY
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED JUNE 30, 1997
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------------------------------
Common Short Investment Common
Stock Equity Term Balanced Contract Stock Equity
Fund Fund Fund Fund Fund Fund Fund
-------- --------- -------- --------- --------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions-
Employer's $ -- $ -- $ -- $ -- $ -- $13,407 $ 41
Employees' 8,009 21,277 9,298 17,163 52,217 -- --
-------- -------- -------- --------- --------- ------- -------
Total contributions 8,009 21,277 9,298 17,163 52,217 13,407 41
-------- -------- -------- --------- --------- ------- -------
Net unrealized appreciation in
fair value of investments 2,840 30,669 -- 11,648 -- 8,173 --
Realized gains 312 2,381 -- 880 -- 469 210
Interest and dividends 1,318 11,164 2,671 11,525 20,413 1,935 91
Inter-divisional transfers in 1,308 2,939 87 19 9,049 -- --
-------- -------- -------- --------- --------- ------- -------
Total additions 13,787 68,430 12,056 41,235 81,679 23,984 342
-------- -------- -------- --------- --------- ------- -------
DEDUCTIONS - Benefit payments 1,477 22,007 7,659 12,805 92,818 13,246 122
-------- -------- -------- --------- --------- ------- -------
Total deductions 1,477 22,007 7,659 12,805 92,818 13,246 122
-------- -------- -------- --------- --------- ------- -------
INTERFUND TRANSFERS (3,996) 748 (1) (3,747) 6,867 6,547 (1,490)
NET INCREASE 8,314 47,171 4,396 24,683 (4,272) 17,285 (1,270)
NET ASSETS AT BEGINNING OF YEAR 49,922 134,479 46,610 108,602 324,519 68,500 1,270
-------- -------- -------- --------- --------- ------- -------
NET ASSETS AT END OF YEAR $ 58,236 $181,650 $ 51,006 $ 133,285 $ 320,247 $85,785 $ --
======== ======== ======== ========= ========= ======= =======
<CAPTION>
Non-Participant Directed
-----------------------------------------
Short Investment
Term Balanced Contract
Fund Fund Fund Total
------ ------- -------- -------
<S> <C> <C> <C> <C>
ADDITIONS:
Contributions-
Employer's $ 28 $ 48 $ 28 $ 13,552
Employees' -- -- -- 107,964
----- ------- ------- --------
Total contributions 28 48 28 121,516
----- ------- ------- --------
Net unrealized appreciation in
fair value of investments -- -- -- 53,330
Realized gains -- 44 -- 4,296
Interest and dividends 19 84 144 49,364
Inter-divisional transfers in -- -- -- 13,402
----- ------- ------- --------
Total additions 47 176 172 241,908
----- ------- ------- --------
DEDUCTIONS - Benefit payments -- 34 142 150,310
----- ------- ------- --------
Total deductions -- 34 142 150,310
----- ------- ------- --------
INTERFUND TRANSFERS (550) (1,107) (3,271) --
NET INCREASE (503) (965) (3,241) 91,598
NET ASSETS AT BEGINNING OF YEAR 503 965 3,241 738,611
----- ------- ------- --------
NET ASSETS AT END OF YEAR $ -- $ -- $ -- $830,209
===== ======= ======= ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
-4-
<PAGE> 7
THE STANDARD PRODUCTS COMPANY
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
(LEXINGTON DIVISION) UAW LOCAL 1681 LEXINGTON, KY
NOTES TO FINANCIAL STATEMENTS
(1) SUMMARY OF PLAN
General
The Standard Products Company Collectively Bargained Savings
and Retirement Plan (Lexington Division) UAW Local 1681
Lexington, KY (the Plan) is a defined contribution plan
covering all employees who have one year of service and are
covered by the collectively bargained agreement between UAW
Local 1681 (the Union) and The Standard Products Company (the
Company). The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974.
Administration
The Plan is administered by The Standard Products Collectively
Bargained Savings and Retirement Plan Committee. The Plan has a
trust agreement with the Vanguard Fiduciary Trust Company (the
Trustee) to act as trustee and recordkeeper of the Plan's
assets.
Contributions
Each year, participants may contribute up to 10 percent of their
pretax compensation. The Company contributes 20 percent of the
first 4 percent of base compensation that the participant
contributes to the Plan. All employer matching contributions are
invested in the Company Common Stock Fund.
Participant Accounts
Each participant's account is credited with the participant's
contributions, their allocation of the Company's contributions
and the earnings of their investment funds.
Vesting
The participants are immediately vested in their contributions and
the Company's contributions plus actual earnings thereon.
Investment Options
Upon enrollment in the Plan, a participant may direct employee
contributions in 10 percent increments to any of six investment
options.
Company Common Stock Fund - This fund invests in common stock of
The Standard Products Company.
-5-
<PAGE> 8
Equity Fund - This fund invests in the Vanguard Windsor II Fund
which consists of investments in a diversified group of
out-of-favor stocks of large-capitalization companies.
Index Fund - This fund invests in the Vanguard Index Trust-500
Portfolio which consists of investments in all of the 500
stocks that make up the Standard & Poor's 500 Composite Stock
Price Index.
Short Term Investment Fund - This fund invests in the Vanguard
Money Market Reserves-Prime Portfolio which consists of
investments in short-term, high-quality money market
instruments.
Balanced Fund - This fund invests in the Vanguard STAR Fund
which consists of investments in nine Vanguard funds: six stock
funds, two bond funds, and one money market fund.
Investment Contract Fund - This fund invests in the Vanguard
Retirement Savings Trust which consists of investment contracts
backed by financial institutions or by high-quality bonds and
bond mutual funds owned by the Trust. Prior to April 30, 1997,
this fund was known as the Vanguard Investment Contract Trust.
Payment of Benefits
In the event of retirement, death, termination, permanent
disability or other separation from service, participants shall
be entitled to receive an amount equal to the value of the
vested interest in their accounts. Payment of benefits may be
taken in a lump sum cash distribution or in various annuity
options.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements are prepared on the accrual
basis of accounting.
Investments
Theaccompanying statements of net assets available for plan
benefits reflect the Plan's investments at their fair market
values as of June 30, 1997 and 1996. Net change in realized and
unrealized appreciation and depreciation of investments is
reflected as an adjustment of the Plan's equity balance in the
accompanying statement of changes in net assets available for
plan benefits. A summary of the Plan's investments at June 30,
1997, is presented in Schedule I.
-6-
<PAGE> 9
Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recognized when earned. Dividends are
recorded on the ex-dividend date.
Administrative Expenses
The Company pays the administrative expenses of the Plan,
including any expenses and fees of the Trustee.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
(3) FEDERAL INCOME TAXES
The Internal Revenue Service (IRS) has determined and informed the
Company by a letter dated February 7, 1997, that the Plan and
related trust are designed in accordance with applicable
sections of the Internal Revenue Code (IRC). The Plan has been
amended since receiving the determination letter. However, the
Plan administrator believes that the Plan is designed and is
currently being operated in compliance with the applicable
requirements of the IRC.
(4) RELATED-PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by the
trustee. There have been no known prohibited transactions with
a party-in-interest.
(5) RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for
benefits according to the financial statements to Form 5500:
<TABLE>
<CAPTION>
June 30,
-------------------
1997 1996
-------- --------
<S> <C> <C>
Net assets available for benefits per the
financial statements $830,209 $738,611
Amounts allocated to withdrawing participants 214,886 --
-------- --------
Net assets available for benefits per Form 5500 $615,323 $738,611
======== ========
</TABLE>
The following is a reconciliation of benefits paid to participants
according to the financial statements to Form 5500:
-7-
<PAGE> 10
<TABLE>
<CAPTION>
Year Ended
June 30, 1997
-------------
<S> <C>
Benefits paid to participants per the financial
Statements $150,310
Add- Amounts allocated to withdrawing participants
at June 30, 1997 214,886
Less- Amounts allocated to withdrawing participants
at June 30, 1996 --
--------
Benefits paid to participants per Form 5500 $365,196
========
</TABLE>
Amounts allocated to withdrawing participants are recorded on Form
5500 for benefit claims that have been processed and approved
for payment prior to June 30 but not yet paid as of that date.
(6) PLAN TERMINATION
Effective February 15, 1997 the Company entered into a termination
agreement with the Union to cease operations at the Lexington
division. The plant was closed in August, 1997. Following the
plant closing, the Company intends to terminate the Plan, and
upon receipt of the IRS determination that the Plan remains
qualified upon termination, the Company will distribute all
remaining account balances to those participants who have not
previously received distribution of their account balances.
-8-
<PAGE> 11
SCHEDULE I
THE STANDARD PRODUCTS COMPANY
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
(LEXINGTON DIVISION) UAW LOCAL 1681 LEXINGTON, KY
EIN: 34-0549970 - PLAN: 015
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF JUNE 30, 1997
<TABLE>
<CAPTION>
Shares/
Par Value Description Cost Market
- --------- ----------- ---- ------
<S> <C> <C> <C>
10,477 *The Standard Products Company Common Share Fund $109,541 $142,388
6,552 *Vanguard Windsor II 142,649 180,641
50,774 *Vanguard Money Market Reserves-Prime Portfolio 50,774 50,774
7,664 *Vanguard STAR Fund 118,680 132,819
318,715 *Vanguard Retirement Savings Trust 318,715 318,715
-------- --------
Total $740,359 $825,337
======== ========
</TABLE>
*Represents a party-in-interest
The accompanying notes are an integral part of this schedule.
-9-
<PAGE> 12
SCHEDULE II
THE STANDARD PRODUCTS COMPANY
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
(LEXINGTON DIVISION) UAW LOCAL 1681 LEXINGTON, KY
EIN: 34-0549970 - PLAN: 015
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED JUNE 30, 1997
During the year ended June 30, 1997, the Plan had the following "reportable
transactions", as defined, involving an amount in excess of 5% of the net
assets available for plan benefits at the beginning of the year, July 1,
1996:
<TABLE>
<CAPTION>
Purchases Sales
------------------------------------------------- --------------------------------------------------
Current
Value on
Number of Shares/ Historical Transaction Number of Shares/ Historical
Description Transactions Par Value Cost Date Transactions Par Value Proceeds Cost
----------- ------------ --------- ---------- ----------- ------------ --------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
*The Standard Products
Company Common Share Fund 16 2,586 $32,774 $32,774 16 1,429 $18,720 $14,907
*Vanguard Windsor II 15 1,611 39,038 39,038 7 1,107 27,655 23,278
*Vanguard STAR Fund 14 1,878 30,435 30,435 10 1,066 17,695 16,360
*Vanguard Retirement
Savings Trust 36 85,238 85,238 85,238 14 97,263 97,263 97,263
<CAPTION>
Sales
----------------------
Current
Value on
Transaction
Description Date Gain
----------- ---------- -----
<S> <C> <C>
*The Standard Products
Company Common Share Fund $18,720 $3,813
*Vanguard Windsor II 27,655 4,377
*Vanguard STAR Fund 17,695 1,335
*Vanguard Retirement
Savings Trust 97,263 --
</TABLE>
*Represents a party-in-interest
The accompanying notes are an integral part of this schedule.
-10-
<PAGE> 1
EXHIBIT 99.4
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, 1997
A. Full title of plan and the address of the plan, if different from that
of the issuer:
THE STANDARD PRODUCTS COMPANY (CAMPBELL PLASTICS DIVISION) IUE-AFL-CIO, LOCAL #
318 COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
B. Name and issuer of securities held pursuant to the plan and the address
of its principal executive office:
THE STANDARD PRODUCTS COMPANY
2401 SOUTH GULLEY ROAD, DEARBORN, MICHIGAN 48124
REQUIRED INFORMATION
Financial Statements:
Report of Independent Public Accountants
Statement of Net Assets Available for Plan Benefits
--As of June 30, 1997
--As of June 30, 1996
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended June 30, 1997
Notes to Financial Statements
I - Schedule of Assets Held for Investment Purposes as of June 30, 1997
II - Schedule of Reportable Transactions for the Year Ended June 30, 1997
The information required by Schedules II and III is provided in
the above financial statements or notes thereto.
Schedule of Reportable Transactions
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
members of The Standard Products Company (Campbell Plastics Division)
IUE-AFL-CIO, Local # 318 Collectively Bargained Savings and Retirement Plan
Committee, as administrator of The Standard Products Company (Campbell Plastics
Division) IUE-AFL-CIO, Local # 318 Collectively Bargained Savings and
Retirement Plan have duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
(The Standard Products Company
(Campbell Plastics Division)
IUE-AFL-CIO, Local # 318 Collectively
Bargained Savings and Retirement Plan
Date: December 22, 1997 By: /s/ Bernard J. Theisen
----------------------------
Committee Member
<PAGE> 2
THE STANDARD PRODUCTS COMPANY
(CAMPBELL PLASTICS DIVISION) IUE-AFL-CIO, LOCAL #318
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
INDEX TO FINANCIAL STATEMENTS
Financial Statements-
Statement of Net Assets Available for Plan Benefits as of June 30, 1997
(unaudited)
Statement of Net Assets Available for Plan Benefits as of June 30, 1996
(unaudited)
Statement of Changes in Net Assets Available for Plan Benefits for the
Year Ended June 30, 1997 (unaudited)
Notes to Financial Statements
Schedule I - Item 27a - Schedule of Assets Held for Investment
Purposes as of June 30, 1997 (unaudited)
Schedule II - Item 27d - Schedule of Reportable Transactions for
the Year Ended June 30, 1997 (unaudited)
<PAGE> 3
THE STANDARD PRODUCTS COMPANY
(CAMPBELL PLASTICS DIVISION) IUE-AFL-CIO, LOCAL #318
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF JUNE 30, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------
Common Short Investment
Stock Equity Term Balanced Contract
Fund Fund Fund Fund Fund Total
---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C>
INVESTMENTS, at fair value (Note 2):
The Standard Products Company Common Share Fund $ 1,750 $ - $ - $ - $ - $ 1,750
Vanguard Windsor II - 44,457 - - - 44,457
Vanguard Money Market Reserves-Prime Portfolio - - 6,047 - - 6,047
Vanguard STAR Fund - - - 17,282 - 17,282
Vanguard Retirement Savings Trust - - - - 4,525 4,525
------- ------- ------ ------- ------ -------
Total investments 1,750 44,457 6,047 17,282 4,525 74,061
------- ------- ------ ------- ------ -------
RECEIVABLES
Interest and dividends 5 - - - - 5
------- ------- ------ ------- ------ -------
Total receivables 5 0 0 0 0 5
------- ------- ------ ------- ------ -------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 1,755 $44,457 $6,047 $17,282 $4,525 $74,066
======= ======= ====== ======= ====== =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
-1-
<PAGE> 4
THE STANDARD PRODUCTS COMPANY
(CAMPBELL PLASTICS DIVISION) IUE-AFL-CIO, LOCAL #318
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF JUNE 30, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------
Common Short Investment
Stock Equity Term Balanced Contract
Fund Fund Fund Fund Fund Total
---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C>
INVESTMENTS, at fair value (Note 2):
The Standard Products Company Common Share Fund $ 998 $ - $ - $ - $ - $ 998
Vanguard Windsor II - 13,252 - - - 13,252
Vanguard Money Market Reserves-Prime Portfolio - - 2,064 - - 2,064
Vanguard STAR Fund - - - 7,778 - 7,778
Vanguard Investment Contract Trust - - - - 3,368 3,368
------ ------- ------ ------ ------ -------
Total investments 998 13,252 2,064 7,778 3,368 27,460
------ ------- ------ ------ ------ -------
RECEIVABLES
Employees' contributions 116 2,144 485 1,343 559 4,647
------ ------- ------ ------ ------ -------
Total receivables 116 2,144 485 1,343 559 4,647
------ ------- ------ ------ ------ -------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $1,114 $15,396 $2,549 $9,121 $3,927 $32,107
====== ======= ====== ====== ====== =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
-2-
<PAGE> 5
THE STANDARD PRODUCTS COMPANY
(CAMPBELL PLASTICS DIVISION) IUE-AFL-CIO, LOCAL #318
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED JUNE 30, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------------------
Common Short Investment
Stock Equity Term Balanced Contract
Fund Fund Fund Fund Fund Total
---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Employees' contributions $ 471 $17,122 $3,271 $8,826 $2,964 $32,654
Net unrealized appreciation
in fair value of investments 128 6,393 - 1,296 - 7,817
Realized gains - - - 263 - 263
Interest and dividends 42 2,169 227 1,153 324 3,915
------ ------- ------ ------- ------ -------
Total additions 641 25,684 3,498 11,538 3,288 44,649
------ ------- ------ ------- ------ -------
DEDUCTIONS:
Benefit payments - - - - 2,690 2,690
------ ------- ------ ------- ------ -------
Total deductions 0 0 0 0 0 0
------ ------- ------ ------- ------ -------
INTERFUND TRANSFERS - 3,377 - (3,377) - 0
INCREASE/(DECREASE) FOR YEAR 641 29,061 3,498 8,161 598 41,959
NET ASSETS AT BEGINNING OF YEAR 1,114 15,396 2,549 9,121 3,927 32,107
------ ------- ------ ------- ------ -------
NET ASSETS AT END OF YEAR $1,755 $44,457 $6,047 $17,282 $4,525 $74,066
====== ======= ====== ======= ====== =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
-3-
<PAGE> 6
THE STANDARD PRODUCTS COMPANY
(CAMPBELL PLASTICS DIVISION) IUE-AFL-CIO, LOCAL #318
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(1) SUMMARY OF PLAN
General
The Standard Products Company (Campbell Plastics Division) IUE-AFL-CIO
Local #318 Collectively Bargained Savings and Retirement Plan (the
Plan) is a defined contribution plan covering all employees who have
one year of service and are covered by the collective bargaining
agreement between IUE-AFL-CIO Local #318 (the Union) and The Standard
Products Company (the Company). The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974.
Administration
The Plan is administered by The Standard Products Collectively
Bargained Savings and Retirement Plan Committee. The Plan has a trust
agreement with the Vanguard Fiduciary Trust Company (the Trustee) to
act as trustee and recordkeeper of the Plan's assets.
Contributions
Each year, participants may contribute up to 10 percent of their
pretax compensation. There is no employer matching provision in the
Plan.
Participant Accounts
Each participant's account is credited with the participant's
contributions and the earnings of their investment funds.
Vesting
The participants are immediately vested in their contributions
plus actual earnings thereon.
Investment Options
Upon enrollment in the Plan, a participant may direct employee
contributions in 10 percent increments to any of six investment
options.
Company Common Stock Fund - This fund invests in common stock of The
Standard Products Company.
Equity Fund - This fund invests in the Vanguard Windsor II Fund which
consists of investments in a diversified group of out-of-favor stocks
of large-capitalization companies.
Index Fund - This fund invests in the Vanguard Index Trust-500
Portfolio which consists of investments in all of the 500 stocks that
make up the Standard & Poor's 500 Composite Stock Price Index.
-4-
<PAGE> 7
THE STANDARD PRODUCTS COMPANY
(CAMPBELL PLASTICS DIVISION) IUE-AFL-CIO, LOCAL #318
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
Short Term Investment Fund - This fund invests in the Vanguard Money
Market Reserves-Prime Portfolio which consists of investments in
short-term, high-quality money market instruments.
Balanced Fund - This fund invests in the Vanguard STAR Fund which
consists of investments in nine Vanguard funds: six stock funds, two
bond funds, and one money market fund.
Investment Contract Fund - This fund invests in the Vanguard
Retirement Savings Trust which consists of investment contracts
backed by financial institutions or by high-quality bonds and bond
mutual funds owned by the Trust. Prior to April 30, 1997, this fund
was known as the Vanguard Investment Contract Trust.
Payment of Benefits
In the event of retirement, death, termination, permanent disability or
other separation from service, participants shall be entitled to
receive an amount equal to the value of the vested interest in their
accounts. Payment of benefits may be taken in a lump sum cash
distribution or in various annuity options.
(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 net assets available for plan
benefits reflect the Plan's investments at their fair market values as
of June 30, 1997 and 1996. Net change in realized and unrealized
appreciation and depreciation of investments is reflected as an
adjustment of the Plan's equity balance in the accompanying statement
of changes in net assets available for plan benefits. A summary of the
Plan's investments at June 30, 1997, is presented in Schedule I.
Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recognized when earned. Dividends are
recorded on the ex-dividend date.
Administrative Expenses
The Company pays the administrative expenses of the Plan,
including any expenses and fees of the Trustee.
-5-
<PAGE> 8
THE STANDARD PRODUCTS COMPANY
(CAMPBELL PLASTICS DIVISION) IUE-AFL-CIO, LOCAL #318
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
(3) FEDERAL INCOME TAXES
The Internal Revenue Service (IRS) has determined and informed the
Company by a letter dated February 7, 1997, that the Plan and related
trust are designed in accordance with applicable sections of the Internal
Revenue Code (IRC). The Plan has been amended since receiving the
determination letter. However, the Plan administrator believes that the
Plan is designed and is currently being operated in compliance with the
applicable requirements of the IRC.
(4) RELATED-PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by the
trustee. There have been no known prohibited transactions with a
party-in-interest.
(5) PLAN TERMINATION
Effective February 15, 1997 the Company entered into a termination
agreement with the Union to cease operations at the Campbell Plastics
division. Management expects the plant to be closed by December 31,
1997. Following the plant closing, the Company intends to terminate the
Plan, and upon receipt of the IRS' determination that the Plan remains
qualified upon termination, the Company will distribute all remaining
account balances to those participants who have not previously received
distribution of their account balances.
-6-
<PAGE> 9
SCHEDULE I
THE STANDARD PRODUCTS COMPANY
(CAMPBELL PLASTICS DIVISION) IUE-AFL-CIO, LOCAL #318
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
EIN: 34-0549970 - PLAN: 016
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF JUNE 30, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Shares/
Par Value Description Cost Market
- --------- ----------- ---- ------
<S> <C> <C> <C>
129 *The Standard Products Company Common Share Fund $ 1,477 $ 1,750
1,613 *Vanguard Windsor II 37,348 44,457
6,047 *Vanguard Money Market Reserves-Prime Portfolio 6,047 6,047
997 *Vanguard STAR Fund 15,882 17,282
4,525 *Vanguard Retirement Savings Trust 4,525 4,525
------- -------
Total $65,279 $74,061
======= =======
</TABLE>
*Represents a party-in-interest
The accompanying notes are an integral part of this schedule.
-7-
<PAGE> 10
SCHEDULE II
THE STANDARD PRODUCTS COMPANY
(CAMPBELL PLASTICS DIVISION) IUE-AFL-CIO, LOCAL #318
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
EIN: 34-0549970 - PLAN: 016
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED JUNE 30, 1997
(UNAUDITED)
During the year ended June 30, 1997, the Plan had the following "reportable
transactions", as defined, involving an amount in excess of 5% of the net
assets available for plan benefits at the beginning of the year, July 1,
1996:
<TABLE>
<CAPTION>
Purchases
----------------------------------------------------------
Current
Value on
Number of Shares/ Historical Transaction
Description Transactions Par Value Cost Date
- ----------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
*Vanguard Windsor II 13 1,024 $24,813 $24,813
*Vanguard Money Market
Reserves-Prime Portfolio 22 3,982 3,982 3,982
*Vanguard STAR Fund 12 699 11,323 11,323
*Vanguard Retirement
Savings Trust 23 3,847 3,847 3,847
</TABLE>
<TABLE>
<CAPTION>
Sales
----------------------------------------------------------------------------------
Current
Value on
Number of Shares/ Historical Transaction
Description Transactions Par Value Proceeds Cost Date Gain
- ----------- ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
*Vanguard Windsor II 0 0 $0 $0 $0 $0
*Vanguard Money Market
Reserves-Prime Portfolio 0 0 0 0 0 0
*Vanguard STAR Fund 1 197 3,377 3,068 3,377 309
*Vanguard Retirement
Savings Trust 1 2,690 2,690 2,690 2,690 0
</TABLE>
*Represents a party-in-interest
The accompanying notes are an integral part of this schedule.
-8-
<PAGE> 1
EXHIBIT 99.5
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, 1997
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 FOR THE EMPLOYEES OF THE REID
DIVISION COVERED BY THE COLLECTIVE BARGAINING AGREEMENT
WITH UNITED STEEL WORKERS OF AMERICA LOCAL NO. 3586
B. Name of issuer of securities held pursuant to the plan and the
address of its principal executive office:
THE STANDARD PRODUCTS COMPANY
2401 SOUTH GULLEY ROAD, DEARBORN, MICHIGAN 48124
REQUIRED INFORMATION
Financial Statements:
Report of Independent Public Accountants
Statement of Net Assets Available for Plan Benefits as of June 30, 1997
Statement of Changes in Net Assets Available for Plan Benefits for the Six
Months Ended June 30, 1997
Notes to Financial Statements
I - Schedule of Assets Held for Investment Purposes as of June 30, 1997
II - Schedule of Reportable Transactions for the Six Months Ended June 30,
1997
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 for the Employees of the Reid Division Covered by
the Collective Bargaining Agreement with United Steel Workers of America Local
No. 3586 Committee, as administrator of The Standard Products Company
Collectively Bargained Savings and Retirement Plan for the Employees of the Reid
Division Covered by the Collective Bargaining Agreement with United Steel
Workers of America Local No. 3586, 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 for the
Employees of the Reid Division Covered by the
Collective Bargaining Agreement with United Steel
Workers of America Local No. 3586
Date: December 22, 1997 By: /s/ Bernard J. Theisen
----------------------
Committee Member
<PAGE> 2
THE STANDARD PRODUCTS COMPANY
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
FOR THE EMPLOYEES OF THE REID DIVISION COVERED BY THE
COLLECTIVE BARGAINING AGREEMENT WITH UNITED STEELWORKERS OF AMERICA
LOCAL NO. 3586
INDEX TO FINANCIAL STATEMENTS
Financial Statements-
Statement of Net Assets Available for Plan Benefits as of June 30, 1997
(unaudited)
Statement of Changes in Net Assets Available for Plan Benefits for the Six
Months Ended June 30, 1997 (unaudited)
Notes to Financial Statements
Schedule I - Item 27a - Schedule of Assets Held for Investment
Purposes as of June 30, 1997 (unaudited)
Schedule II - Item 27d - Schedule of Reportable Transactions for the Six
Months Ended June 30, 1997 (unaudited)
<PAGE> 3
THE STANDARD PRODUCTS COMPANY
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
FOR THE EMPLOYEES OF THE REID DIVISION COVERED BY THE
COLLECTIVE BARGAINING AGREEMENT WITH UNITED STEELWORKERS OF AMERICA LOCAL NO.
3586
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF JUNE 30, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------
Common Short
Stock Equity Index Term
Fund Fund Fund Fund
----------- ----------- ----------- -----------
INVESTMENTS, at fair value (Note 2):
<S> <C> <C> <C> <C>
The Standard Products Company Common Share Fund $ 1,129 $ - $ - $ -
Vanguard Windsor II - 6,962 - -
Vanguard Index Trust-500 Portfolio - - 5,600 -
Vanguard Money Market Reserves-Prime Portfolio - - - 874
Vanguard STAR Fund - - - -
Vanguard Retirement Savings Trust - - - -
----------- ----------- ----------- -----------
Total investments 1,129 6,962 5,600 874
----------- ----------- ----------- -----------
RECEIVABLES
Employees' contributions 233 1,615 1,268 214
Interest and dividends 9 - - -
----------- ----------- ----------- -----------
Total receivables 242 1,615 1,268 214
----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 1,371 $ 8,577 $6,868 $ 1,088
=========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------
Investment
Balanced Contract
Fund Fund Total
---- ---- -----
INVESTMENTS, at fair value (Note 2):
<S> <C> <C> <C>
The Standard Products Company Common Share Fund $ - $ - $ 1,129
Vanguard Windsor II - - 6,962
Vanguard Index Trust-500 Portfolio - - 5,600
Vanguard Money Market Reserves-Prime Portfolio - - 874
Vanguard STAR Fund 2,183 - 2,183
Vanguard Retirement Savings Trust - 187 187
----------- ----------- -----------
Total investments 2,183 187 16,935
----------- ----------- -----------
RECEIVABLES
Employees' contributions 467 45 3,842
Interest and dividends - - 9
----------- ----------- -----------
Total receivables 467 45 3,851
----------- ----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 2,650 $ 232 $ 20,786
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
-1-
<PAGE> 4
THE STANDARD PRODUCTS COMPANY
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
FOR THE EMPLOYEES OF THE REID DIVISION COVERED BY THE
COLLECTIVE BARGAINING AGREEMENT WITH UNITED STEELWORKERS OF AMERICA
LOCAL NO. 3586
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE SIX MONTHS ENDED JUNE 30, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------
Common Short
Stock Equity Index Term
Fund Fund Fund Fund
--------- --------- --------- ---------
ADDITIONS:
<S> <C> <C> <C> <C>
Employees' contributions $ 1,308 $ 8,104 $ 6,441 $ 1,082
Net unrealized appreciation in fair value of investments 51 - 405 423
Realized gains - - - -
Interest and dividends 13 50 21 7
--------- --------- --------- ---------
Total additions 1,372 8,154 6,867 1,512
--------- --------- --------- ---------
DEDUCTIONS:
Benefit payments - - - -
--------- --------- --------- ---------
Total deductions 0 0 0 0
--------- --------- --------- ---------
INCREASE/(DECREASE) FOR YEAR 1,372 8,154 6,867 1,512
NET ASSETS AT BEGINNING OF YEAR 0 0 0 0
--------- --------- --------- ---------
NET ASSETS AT END OF YEAR $ 1,372 $ 8,154 $ 6,867 $ 1,512
========= ========= ========= =========
<CAPTION>
Participant Directed
---------------------------------
Investment
Balanced Contract
Fund Fund Total
--------- ---------- -----
ADDITIONS:
<S> <C> <C> <C>
Employees' contributions $ 2,545 $ 230 $ 19,710
Net unrealized appreciation in fair value of investments 74 - 953
Realized gains - - 0
Interest and dividends 31 1 123
--------- ---------- ----------
Total additions 2,650 231 20,786
--------- ---------- ----------
DEDUCTIONS:
Benefit payments - - 0
--------- ---------- ----------
Total deductions 0 0 0
--------- ---------- ----------
INCREASE/(DECREASE) FOR YEAR 2,650 231 20,786
NET ASSETS AT BEGINNING OF YEAR 0 0 0
--------- ---------- ----------
NET ASSETS AT END OF YEAR $ 2,650 $ 231 $ 20,786
========= ========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
-2-
<PAGE> 5
THE STANDARD PRODUCTS COMPANY
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
FOR THE EMPLOYEES OF THE REID DIVISION COVERED BY THE
COLLECTIVE BARGAINING AGREEMENT WITH UNITED STEELWORKERS OF AMERICA
LOCAL NO. 3586
NOTES TO FINANCIAL STATEMENTS
(1) SUMMARY OF PLAN
General
The Standard Products Company Collectively Bargained Savings and
Retirement Plan for the Employees of the Reid Division Covered by the
Collective Bargaining Agreement with United Steelworkers of America
Local No. 3586 (the Plan) was established on January 1, 1997. The Plan
is a defined contribution plan covering all employees who have
completed the 60 day union probationary period and are covered by the
collective bargaining agreement between the United Steelworkers of
America Local No. 3586 and The Standard Products Company (the Company).
The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
Administration
The Plan is administered by The Standard Products Collectively
Bargained Savings and Retirement Plan Committee. The Plan has a trust
agreement with the Vanguard Fiduciary Trust Company (the Trustee) to
act as trustee and recordkeeper of the Plan's assets.
Contributions
Each year, participants may contribute up to 10 percent of their
pretax compensation. There is no employer matching provision in the
Plan.
Participant Accounts
Each participant's account is credited with the participant's
contributions and the earnings of their investment funds.
Vesting
The participants are immediately vested in their contributions
plus actual earnings thereon.
Investment Options
Upon enrollment in the Plan, a participant may direct employee
contributions in 10 percent increments to any of six investment
options.
Company Common Stock Fund - This fund invests in common stock of The
Standard Products Company.
Equity Fund - This fund invests in the Vanguard Windsor II Fund which
consists of investments in a diversified group of out-of-favor stocks
of large-capitalization companies.
Index Fund - This fund invests in the Vanguard Index Trust-500
Portfolio which consists of investments in all of the 500 stocks that
make up the Standard & Poor's 500 Composite Stock Price Index.
-3-
<PAGE> 6
THE STANDARD PRODUCTS COMPANY
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
FOR THE EMPLOYEES OF THE REID DIVISION COVERED BY THE
COLLECTIVE BARGAINING AGREEMENT WITH UNITED STEELWORKERS OF AMERICA
LOCAL NO. 3586
NOTES TO FINANCIAL STATEMENTS
(Continued)
Short Term Investment Fund - This fund invests in the Vanguard Money
Market Reserves-Prime Portfolio which consists of investments in
short-term, high-quality money market instruments.
Balanced Fund - This fund invests in the Vanguard STAR Fund which
consists of investments in nine Vanguard funds: six stock funds, two
bond funds, and one money market fund.
Investment Contract Fund - This fund invests in the Vanguard
Retirement Savings Trust which consists of investment contracts
backed by financial institutions or by high-quality bonds and bond
mutual funds owned by the Trust. Prior to April 30, 1997, this fund
was known as the Vanguard Investment Contract Trust.
Payment of Benefits
In the event of retirement, death, termination, permanent disability or
other separation from service, participants shall be entitled to
receive an amount equal to the value of the vested interest in their
accounts. Payment of benefits may be taken in a lump sum cash
distribution or in various annuity options.
Termination of the Plan
Although it has not expressed any intent to do so, the Company has
the right, under the Plan, to terminate the Plan subject to the
provisions of ERISA.
(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 net assets available for plan
benefits reflect the Plan's investments at their fair market values as
of June 30, 1997. Net change in realized and unrealized appreciation
and depreciation of investments is reflected as an adjustment of the
Plan's equity balance in the accompanying statement of changes in net
assets available for plan benefits. A summary of the Plan's
investments at June 30, 1997, is presented in Schedule I.
Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recognized when earned. Dividends are
recorded on the ex-dividend date.
Administrative Expenses
The Company pays the administrative expenses of the Plan,
including any expenses and fees of the Trustee.
-4-
<PAGE> 7
THE STANDARD PRODUCTS COMPANY
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
FOR THE EMPLOYEES OF THE REID DIVISION COVERED BY THE
COLLECTIVE BARGAINING AGREEMENT WITH UNITED STEELWORKERS OF AMERICA
LOCAL NO. 3586
NOTES TO FINANCIAL STATEMENTS
(Continued)
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
(3) 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 (IRC). The Plan administrator believes that the Plan is
designed and is currently being operated in compliance with the
applicable requirements of the IRC.
(4) RELATED-PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by the
trustee. There have been no known prohibited transactions with a
party-in-interest.
-5-
<PAGE> 8
SCHEDULE I
THE STANDARD PRODUCTS COMPANY
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
FOR THE EMPLOYEES OF THE REID DIVISION COVERED BY THE
COLLECTIVE BARGAINING AGREEMENT WITH UNITED STEELWORKERS OF AMERICA
LOCAL NO. 3586
EIN: 34-0549970 - PLAN: 017
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF JUNE 30, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Shares/
Par Value Description Cost Market
- --------- ------------------------------------------------ ---- ------
<S> <C> <C> <C>
83 *The Standard Products Company Common Share Fund $ 1,078 $ 1,129
253 *Vanguard Windsor II 6,539 6,962
68 *Vanguard Index Trust-500 Portfolio 5,194 5,600
874 *Vanguard Money Market Reserves-Prime Portfolio 874 874
126 *Vanguard STAR Fund 2,109 2,183
187 *Vanguard Retirement Savings Trust 187 187
---------- ----------
Total $ 15,981 $ 16,935
========== ==========
</TABLE>
*Represents a party-in-interest
The accompanying notes are an integral part of this schedule.
-6-
<PAGE> 9
SCHEDULE II
THE STANDARD PRODUCTS COMPANY
COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
FOR THE EMPLOYEES OF THE REID DIVISION COVERED BY THE
COLLECTIVE BARGAINING AGREEMENT WITH UNITED STEELWORKERS OF AMERICA
LOCAL NO. 3586
EIN: 34-0549970 - PLAN: 017
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1997
(UNAUDITED)
During the year ended June 30, 1997, the Plan had the following "reportable
transactions", as defined, involving an amount in excess of 5% of the net
assets available for plan benefits at the beginning of the six months,
January 1, 1997:
<TABLE>
<CAPTION>
Purchases
----------------------------------------------------------
Current
Value on
Number of Shares/ Historical Transaction
Description Transactions Par Value Cost Date
- ----------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
*The Standard Products
Company Common Share Fund 4 83 $1,078 $1,078
*Vanguard Windsor II 4 253 6,539 6,539
*Vanguard Index Trust-
500 Portfolio 4 68 5,194 5,194
*Vanguard Money Market
Reserves-Prime Portfolio 4 874 874 874
*Vanguard STAR Fund 4 126 2,109 2,109
*Vanguard Retirement
Savings Trust 4 187 187 187
</TABLE>
<TABLE>
<CAPTION>
Sales
----------------------------------------------------------------------------------
Current
Value on
Number of Shares/ Historical Transaction
Description Transactions Par Value Proceeds Cost Date Gain
- ----------- ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
*The Standard Products
Company Common Share Fund 0 0 $0 $0 $0 $0
*Vanguard Windsor II 0 0 0 0 0 0
*Vanguard Index Trust-
500 Portfolio 0 0 0 0 0 0
*Vanguard Money Market
Reserves-Prime Portfolio 0 0 0 0 0 0
*Vanguard STAR Fund 0 0 0 0 0 0
*Vanguard Retirement
Savings Trust 0 0 0 0 0 0
</TABLE>
*Represents a party-in-interest
The accompanying notes are an integral part of this schedule.
-7-
