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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 19, 1999
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THE STANDARD PRODUCTS COMPANY
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(Exact name of registrant as specified in charter)
Ohio 1-2917 34-0549970
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2401 South Gulley Road, Dearborn, Michigan 48124
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (313) 561-1100
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Not applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On October 19, 1999 The Standard Products Company ("Standard")
issued a press release announcing its results for its first fiscal quarter,
which ended September 30, 1999. On October 21, 1999, Cooper Tire & Rubber
Company ("Cooper") and Standard issued a press release that contains certain
information related to the determination of the exchange ratio for shares of
Standard that may be converted into shares of Cooper under the terms of the
merger agreement by and among Cooper, CTB Acquisition Company, a wholly-owned
subsidiary of Cooper, and Standard. These press releases are filed as Exhibits
99a and 99b to this Current Report on Form 8-K and are incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
99a Press Release dated October 19, 1999
99b Press Release dated October 21, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
THE STANDARD PRODUCTS COMPANY
Date: October 21, 1999 By: /s/ Ronald L. Roudebush
Name: Ronald L. Roudebush
Title: Vice Chairman of the Board and
Chief Executive Officer
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EXHIBIT 99a
FOR IMMEDIATE RELEASE CONTACT: Donald R. Sheley, Jr.
The Standard Products Co.
(313) 791-2336
or
Patrick Gallagher
Edward Howard & Co.
(216) 781-2400
STANDARD PRODUCTS REPORTS FISCAL 2000 FIRST QUARTER RESULTS
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DEARBORN, Michigan, October 19, 1999 - The Standard Products Co. (NYSE:SPD)
today announced results for its fiscal 2000 first quarter, ended September 30,
1999. The Company generated net income of $5.8 million, or $0.35 diluted
earnings per share of common stock, prior to recording a charge related to the
previously announced reorganization of its European network of manufacturing
facilities. After including a pre-tax charge of $23.5 million, or $0.95 diluted
earnings per share, the Company incurred a net loss for the quarter of $9.6
million, or $0.60 diluted earnings per share, on sales of $264.4 million. This
compares with net income of $0.4 million, or $0.03 diluted earnings per share,
on sales of $231.8 million in the first quarter a year ago.
First quarter sales for the Company's Engineered Rubber Products
segment totaled $180.1 million, a 17.9 percent increase from fiscal 1999 first
quarter sales of $152.7 million. In North America, volumes were particularly
strong on General Motors' truck platforms and Ford's Windstar and Crown
Victoria, while in Europe both Jaguar and Rover volumes were up over last year.
The Engineered Plastics Products segment had first quarter sales of $48.1
million, a 4.8 percent increase from the same period in fiscal 1999. This
increase was due to the acquisition of OEM/Miller in August 1998, as well as
increased volumes in the automotive industry.
(more)
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2
First quarter sales in the Company's Tread Rubber segment were up 15.1
percent over the prior year, from $38.1 million to $43.9 million. This increase
was driven primarily by increased precure product sales across all customer
groups.
"Sales volumes were at near-record levels for any first quarter in the
Company's history. Excluding the nonrecurring charge, these volumes, coupled
with our ongoing Low Cost Producer initiatives, also enabled us to realize
near-record first quarter results," said Ronald L. Roudebush, vice chairman and
chief executive officer. "Each of our business segments participated in the
strong volumes and improved results," he added. Mr. Roudebush also stated that
the proposed merger with Cooper Tire & Rubber Company is proceeding toward a
scheduled closing on October 27, 1999.
Certain statements in this press release, especially those concerning
the Company's future earnings, constitute "forward-looking statements" as that
term is defined under the Private Securities Litigation Reform Act of 1995. The
achievement of the projections and estimates set forth is subject to certain
general risks and uncertainties, including economic and industry conditions that
affect all international businesses and the various factors contained in the
reports filed by the Company with the Securities and Exchange Commission.
Standard Products produces highly engineered polymer-based products and
systems on a global basis for the automotive, appliance and construction
industries. More information may be found on the Internet at
http://www.standardproducts.com.
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(table follows)
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THE STANDARD PRODUCTS COMPANY
Consolidated Earnings Summary (Unaudited) (000 omitted)
<TABLE>
<CAPTION>
THREE MONTHS
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PERIODS ENDED SEPTEMBER 30, 1999 1998
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<S> <C> <C>
Net sales $ 264,399 $ 231,815
Costs and expenses:
Cost of goods sold 230,167 209,428
Selling, general and
administrative expenses 22,749 18,173
Nonrecurring charge 23,512 -
Interest expense 3,562 2,973
Other (income) expense, net 194 563
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Income before taxes on income $ (15,785) $ 678
Provision for taxes on income (6,138) 244
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Net income $ (9,647) $ 434
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Per common share:
Basic $ (0.60) $ 0.03
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Diluted $ (0.60) $ 0.03
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Dividends $ 0.18 $ 0.17
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Average shares outstanding:
Basic 16,065 16,698
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Diluted 16,240 16,747
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</TABLE>
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EXHIBIT 99b
FOR IMMEDIATE RELEASE
CONTACT:
Philip G. Weaver
Cooper Tire & Rubber Company
(419) 424-4320
or
Donald R. Sheley, Jr.
The Standard Products Co.
(313) 791-2336
COOPER TIRE & RUBBER AND STANDARD PRODUCTS ANNOUNCE
EXCHANGE RATIO FOR COOPER'S ACQUISITION OF STANDARD
FINDLAY, OHIO/DEARBORN, MICHIGAN, OCTOBER 22, 1999 - Cooper Tire & Rubber
Company (NYSE: CTB) and The Standard Products Company (NYSE: SPD) today jointly
announced the exchange ratio for Cooper's acquisition of Standard Products.
Under the merger agreement, if the acquisition closes as scheduled on Wednesday,
October 27, 1999, and if the average of the high and low sale price per share of
Cooper stock on the New York Stock Exchange on the closing date is equal to or
greater than $18.00, each Standard Products common share converted into the
right to receive Cooper stock will receive 1.825 shares of Cooper stock.
However, if the average price per share of Cooper common stock on the
closing date is less than $18.00, the exchange ratio will not apply. In that
event, each Standard common share will be converted into the right to receive
$36.50 in cash.
Consummation of the acquisition of Standard by Cooper is subject to
approval by Standard's shareholders and certain other conditions. Standard will
hold a special meeting of its shareholders to vote on the acquisition at 9:00
a.m. (Eastern Time) on October 26, 1999, at Standard's Reid Division offices
located at 2130 West 110th Street, Cleveland, Ohio 44102.
The conditions to the closing and other matters related to the merger
are described in the proxy statement-prospectus dated September 15, 1999 that
was filed with the United States Securities and Exchange Commission and mailed
to Standard's shareholders on or about that date.
(more)
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This release contains "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995 regarding expectations
for future financial performance, including with respect to the proposed merger,
which involve uncertainty and risk. It is possible the Company's future
financial performance and the results of the proposed merger may differ from
expectations due to a variety of factors including, but not limited to: changes
in economic and business conditions in the world, increased competitive
activity, achieving sales levels to fulfill revenue expectations, consolidation
among its competitors and customers, technology advancements, unexpected costs
and charges, fluctuations in raw material and energy prices, changes in interest
and foreign exchange rates, regulatory and other approvals, the cyclical nature
of the automotive industry, risks associated with integrating the operations of
Standard Products and the failure to achieve synergies or savings anticipated in
the merger, failure to satisfy the closing conditions of the pending merger and
the failure to complete the merger, and other unanticipated events and
conditions. It is also possible that the proposed merger may not close on
October 27, 1999, or may not close at all. Neither Cooper nor Standard makes any
commitment to update any forward-looking statement included herein.
This release is neither an offer to sell nor a solicitation of an offer
to buy Cooper Tire & Rubber Company securities, nor a solicitation of a proxy.
Any such offer or solicitation will only be made in compliance with applicable
securities laws.
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