UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------------------------------------------------
AMENDMENT NO. 1
TO
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
STANDARD MOTOR PRODUCTS, INC.
(Name of Subject Company (Issuer))
STANDARD MOTOR PRODUCTS, INC.
(Filing Person (Offeror))
6 3/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2009
(Title of Class of Securities)
853666 AB1
(CUSIP Number of Class of Securities)
--------------------------------------------------------------------------------
CARMINE J. BROCCOLE, ESQ.
VICE PRESIDENT GENERAL COUNSEL AND SECRETARY
STANDARD MOTOR PRODUCTS, INC.
37-18 NORTHERN BLVD.
LONG ISLAND CITY, NY 11101
(718) 392-0200
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
--------------------------------------------------------------------------------
WITH A COPY TO:
BRIAN J. CALVEY, ESQ.
KELLEY DRYE & WARREN LLP
400 ATLANTIC STREET
STAMFORD, CT 06901
(203) 324-1400
CALCULATION OF FILING FEE
===========================================================================
TRANSACTION AMOUNT OF FILING
VALUATION(1) FEE(2)
---------------------------------------------------------------------------
$20,000,000 $1,116
===========================================================================
(1) For the purpose of calculating the filing fee only, this amount assumes the
exchange of $20,000,000 principal amount of the existing 6 3/4% Convertible
Subordinated Debentures due 2009 of Standard Motor Products, Inc. for
$20,000,000 principal amount of newly issued 15% Convertible Subordinated
Debentures due 2011.
(2) The amount of the filing fee calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals $55.80 for each $1,000,000
of value.
|X| Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $1,116.00
Form or Registration No.: Schedule TO (File No. 5-31214)
Filing Party: Standard Motor Products, Inc.
Date Filed: March 20, 2009
|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
|_| third-party tender offer subject to Rule 14d-1.
|X| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: |_|
If applicable, check the appropriate box(es) below to designate the appropriate
rule provision(s) relied upon:
|_| Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
|_| Rule 14d-1(d) (Cross-Border Third Party Tender Offer)
TABLE OF CONTENTS
Items 1. through 10. 2
Item 12. 10
SIGNATURE 12
INDEX TO EXHIBITS 13
EX-A.1.VI: OFFER TO EXCHANGE SUPPLEMENT
EX-A.5.II: PRESS RELEASE
i
INTRODUCTORY STATEMENT
This Amendment No. 1 to Schedule TO (this "Amendment") amends and
supplements the Issuer Tender Offer Statement on Schedule TO (the "Schedule TO")
filed by Standard Motor Products, Inc., a New York corporation (the "Company"),
with the United States Securities and Exchange Commission (the "Commission") on
March 20, 2009. This Amendment relates to the offer by the Company to exchange
(the "Exchange Offer") $1,000 principal amount of its new 15% Convertible
Subordinated Debentures due 2011 (the "New Debentures") for each $1,000
principal amount of its currently outstanding 6 3/4% Convertible Subordinated
Debentures due 2009 (the "Old Debentures") validly tendered and accepted, up to
a maximum of $20,000,000 principal amount on a pro rata basis. This Amendment
amends and supplements the Schedule TO as set forth below.
The Exchange Offer is being made upon the terms and subject to the
conditions set forth in the Company's Offer to Exchange dated March 20, 2009 (as
may be amended or supplemented from time to time, the "Offer to Exchange") and
the related letter of transmittal (the "Letter of Transmittal"), which were
previously filed as exhibits (a)(1)(i) and (a)(1)(ii), respectively, to the
Schedule TO. The Offer to Exchange and the related Letter of Transmittal are
incorporated herein by reference in response to all the applicable items in the
Schedule TO, except that such information is hereby amended and supplemented to
the extent specifically provided herein.
This Amendment is being filed in satisfaction of the reporting
requirements of Rule 13e-4(c)(3) promulgated under the Securities Exchange Act
of 1934, as amended.
The Letter of Transmittal is hereby amended and supplemented as
follows:
1. The first complete sentence on the cover page of the Letter of
Transmittal is hereby amended and restated in its entirety as follows:
"THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MAY 1,
2009, UNLESS EXTENDED BY THE COMPANY (SUCH TIME AND DATE, AS EXTENDED, THE
"EXPIRATION DATE")."
2. The second paragraph on page 1 of the Letter of Transmittal is
hereby amended and restated in its entirety as follows:
"THE OFFER TO EXCHANGE (AS DEFINED BELOW) AND THIS LETTER OF
TRANSMITTAL ARE NOT BEING DISTRIBUTED IN ANY JURISDICTION IN WHICH THE EXCHANGE
OFFER WOULD BE PROHIBITED BY SECURITIES OR "BLUE SKY" LAWS OF SUCH
JURISDICTION."
ITEMS 1 THROUGH 10.
Item 1. Summary Term Sheet, Item 4. Terms of the Transaction, Item 5.
Past Contacts, Transactions, Negotiations and Agreements, Item 6. Purposes of
the Transaction and Plans and Proposals, Item 7. Source and Amount of Funds or
Other Consideration and Item 10. Financial Statements, each of which
incorporates by reference certain information in the Offer to Exchange, are
hereby amended as follows:
3. The first complete sentence on the cover page of the Offer to
Exchange is hereby amended and restated in its entirety as follows:
"THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MAY 1,
2009, UNLESS WE EXTEND IT."
4. The first sentence of the third paragraph on the cover page of the
Offer to Exchange is hereby amended and restated in its entirety as follows:
"The Exchange Offer will expire at 5:00 p.m., New York City time, on
May 1, 2009, which we refer to as the "Expiration Date," unless we extend it."
5. The last paragraph on the page of the Offer to Exchange following
the Table of Contents is hereby amended and restated in its entirety as follows:
"This Offer to Exchange and the Letter of Transmittal are not
being distributed in any jurisdiction in which the Exchange Offer would be
prohibited by securities or "blue sky" laws of such jurisdiction."
6. The block paragraph to the right of the caption "Expiration Date;
Extension" in the section "Summary -- The Exchange Offer" on page 3 of the Offer
to Exchange is hereby amended and restated in its entirety as follows:
"The Exchange Offer and your withdrawal rights will expire at 5:00 p.m., New
York City time, on May 1, 2009, or any subsequent date to which we extend it. We
may extend the Expiration Date for any reason; we will announce any extensions
by press release or other permitted means no later than 9:00 a.m., New York City
time, on the business day after the previously scheduled Expiration Date."
7. The first sentence of the block paragraph to the right of the
caption "Settlement Date" in the section "Summary -- The Exchange Offer" on page
3 of the Offer to Exchange is hereby amended and restated in its entirety as
follows:
"The settlement date in respect of any Old Debentures that are validly tendered
and accepted for exchange is expected to be promptly following the Expiration
Date and is anticipated to be May 6, 2009."
8. The first sentence of the block paragraph to the right of the
caption "Conditions to the Exchange Offer" in the section "Summary -- The
Exchange Offer" on page 3 of the Offer to Exchange is hereby amended and
restated in its entirety as follows:
-2-
"The Exchange Offer is conditioned upon (i) the consent of the
requisite lenders under the Company's existing credit facility with respect to a
waiver or modification of a restrictive provision which would otherwise prevent
the Company from issuing the New Debentures in exchange for the Old Debentures
and (ii) no tendering holder of Old Debentures being entitled to receive in the
Exchange Offer a principal amount of New Debentures which would require prior
shareholder approval under applicable rules of the New York Stock Exchange."
9. The first paragraph under the caption "Expiration Date; Extensions;
Amendments; Termination" in the section "The Exchange Offer" on page 15 of the
Offer to Exchange is hereby amended and restated in its entirety as follows:
"The Exchange Offer expires at 5:00 p.m., New York City time, on May 1,
2009. We may, however, in our sole discretion, extend the period of time for
which the Exchange Offer is open. References in this Offer to Exchange to the
Expiration Date mean 5:00 p.m., New York City time, on May 1, 2009, or, if
extended by us, the latest date to which the Exchange Offer is extended by us."
10. The third sentence of the fifth paragraph under the caption
"Expiration Date; Extensions; Amendments; Termination" in the section "The
Exchange Offer" on page 15 of the Offer to Exchange is hereby amended and
restated in its entirety as follows:
"If we extend the Expiration Date, we will give notice by means of a press
release or other public announcement no later than 9:00 a.m., New York City
time, on the business day after the previously scheduled Expiration Date."
11. The paragraph under the caption "Settlement Date" in the section
"The Exchange Offer" on page 16 of the Offer to Exchange is hereby amended and
restated in its entirety as follows:
"The Settlement Date in respect of any Old Debentures that are validly
tendered prior to the Expiration Date and accepted by us is expected to occur
promptly following the Expiration Date and is anticipated to be May 6, 2009."
12. The first bullet point under the caption "Conditions to the
Exchange Offer" in the section "The Exchange Offer" on page 16 of the Offer to
Exchange is hereby amended and restated in its entirety as follows:
"the consent of the requisite lenders under the Company's existing
credit facility, dated as of March 20, 2007, among the Company,
Mardevco Credit Corp. and Stanric, Inc., as borrowers, the other credit
parties signatory thereto, as credit parties, the lenders signatory
thereto from time to time, as lenders, General Electric Capital
Corporation, as agent and a lender, Bank of America, N.A., as a lender
and as co-syndication agent, Wachovia Bank, N.A., as a lender and as
co-syndication agent and JPMorgan Chase Bank, N.A., as a lender and as
documentation agent, is not received with respect to a waiver or
modification of a restrictive provision which would otherwise prevent
the Company from issuing the New Debentures in exchange for the Old
Debentures;"
-3-
13. The second bullet point under the caption "Conditions to the
Exchange Offer" in the section "The Exchange Offer" on page 16 of the Offer to
Exchange is hereby amended and restated in its entirety as follows:
"any tendering holder of Old Debentures shall be entitled to receive in
the Exchange Offer a principal amount of New Debentures which would
require prior shareholder approval under applicable rules of the New
York Stock Exchange;"
14. The first paragraph under the caption "Acceptance of Old Debentures
and Delivery of New Debentures" in the section "The Exchange Offer" on page 21
of the Offer to Exchange is hereby amended and restated in its entirety as
follows:
"If all of the conditions to the Exchange Offer are satisfied or waived
prior to the Expiration Date, we will accept up to $20,000,000 aggregate
principal amount of Old Debentures properly tendered and not withdrawn as of the
Expiration Date and will issue the New Debentures promptly after the Expiration
Date. If more than $20,000,000 aggregate principal amount of Old Debentures are
tendered in the Exchange Offer, Old Debentures that were validly tendered will
be accepted for exchange for New Debentures on a pro rata basis to be calculated
by us. Proration will be based on the amount of Old Debentures that each holder
has validly tendered in the Exchange Offer, and not on that holder's aggregate
ownership of Old Debentures. For example, if the Exchange Offer is
over-subscribed by 10%, each validly tendering holder will receive 90% of the
New Debentures such holder would otherwise have received had the Exchange Offer
not been over-subscribed by 10%. All tendering holders will be treated equally
and no holder shall have any preference to, or be treated differently from,
other tendering holders. Any Old Debentures not accepted for exchange as a
result of proration will be returned to tendering holders promptly. We expect to
announce any final proration factor within three business days after the
Expiration Date. See "--Conditions to the Exchange Offer" above. For purposes of
the Exchange Offer, our giving of oral or written notice of our acceptance to
the Exchange Agent will be considered our acceptance of the Exchange Offer."
15. The first paragraph under the caption "Miscellaneous" in the
section "The Exchange Offer" on page 23 of the Offer to Exchange is hereby
amended and restated in its entirety as follows:
"The conditions described above under "--Conditions to the Exchange
Offer" are for our sole benefit. We may assert those conditions with respect to
all or any portion of the Exchange Offer regardless of the circumstances giving
rise to them, provided that we do not intend to assert any such condition with
respect to any tendering holder of Old Debentures unless we assert it with
respect to all tendering holders of Old Debentures. We may waive, in our
discretion, any condition, in whole or in part, at any time prior to the
Expiration Date of the Exchange Offer, provided that we do not intend to waive
any condition with respect to an individual holder of Old Debentures unless we
waive that condition for all tendering holders of Old Debentures. Our failure at
any time to exercise our rights under any of the conditions described above does
not represent a waiver of these rights. Each right is an ongoing right that may
be asserted at any time prior to the Expiration Date of the Exchange Offer. Any
determination by us concerning the conditions described above will be final and
binding upon all parties."
16. The first sentence in the first paragraph in the section
"Description of the New Debentures" on page 26 of the Offer to Exchange is
hereby amended and restated in its entirety as follows:
"The Debentures will be issued under an indenture, to be dated as of
May 6, 2009, between Standard Motor Products and HSBC Bank USA, N.A., as trustee
(the "Trustee"), a copy of which is filed as an exhibit to the Schedule TO (the
"Indenture") of which this Offer to Exchange forms a part."
17. The following two paragraphs are added to the section "Price Range
of Common Stock" on page 40 of the Offer to Exchange immediately following the
existing table:
-4-
"The high and low sale prices per share of our common stock
during the first quarter of fiscal year 2009 were $4.29 and $1.36,
respectively."
"The closing price per share of our common stock on the New
York Stock Exchange on April 6, 2009 was $2.65."
18. Clauses (iii) and (iv) of the first paragraph in the section
"Documents Incorporated by Reference" on page 51 of the Offer to Exchange are
herby deleted in their entirety and the semi-colon at the end of clause (ii) is
replaced with a period.
19. Item 10(a) of the Schedule TO is hereby amended and supplemented by
the addition of the following clause after current clause (1) and the current
clause (2) is renumbered clause (3):
"(2) The information in the Offer to Exchange under the heading
"Summary -- Summary Historical Consolidated Financial Data."
The section "Summary" of the Offer to Exchange is hereby amended and
supplemented by the addition of the following text at the end of such section:
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA
The following table summarizes certain of our historical
consolidated financial data for the periods indicated. The consolidated balance
sheet data as of December 31, 2008 and 2007 and the consolidated statement of
operations data for the years ended December 31, 2008, 2007 and 2006 have been
derived from our audited consolidated financial statements. You should read the
summary historical consolidated financial data set forth below in conjunction
with our Annual Report on Form 10-K for the year ended December 31, 2008 and the
consolidated financial statements, related notes and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" included therein
and incorporated herein by reference. Our historical consolidated financial
information may not be indicative of our future performance.
YEAR ENDED DECEMBER 31,
-----------------------------------------------------
2008 2007 2006
--------------- --------------- ---------------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Net sales .................................................... $ 775,241 $ 790,185 $ 812,024
Cost of sales ................................................ 591,085 587,910 606,803
--------------- --------------- ---------------
Gross profit ........................................... 184,156 202,275 205,221
Selling, general and administrative expenses ................. 166,199 167,928 166,400
Goodwill and intangible assets impairment charge ............. 39,387 -- --
Restructuring and integration expenses ....................... 16,858 10,933 1,856
--------------- --------------- ---------------
Operating (loss) income ................................ (38,288) 23,414 36,965
Other income (expense), net .................................. 22,670 3,881 (383)
Interest expense ............................................. 13,585 19,066 20,925
--------------- --------------- ---------------
Earnings (loss) from continuing operations before taxes (29,203) 8,229 15,657
Provision for (benefit from) income taxes .................... (8,105) 2,798 6,494
--------------- --------------- ---------------
Earnings (loss) from continuing operations ................... (21,098) 5,431 9,163
Earnings (loss) from discontinued operation, net of income tax
of $1,198, $2,101 and $809 .............................. (1,796) (3,156) 248
--------------- --------------- ---------------
Net earnings (loss) .................................... $ (22,894) $ 2,275 $ 9,411
=============== =============== ===============
CONSOLIDATED STATEMENT OF OPERATIONS DATA (CONTINUED):
Net earnings (loss) per common share - Basic:
Earnings (loss) from continuing operations ............ $ (1.14) $ 0.29 $ 0.50
Discontinued operation ................................. (0.10) (0.17) 0.01
--------------- --------------- ---------------
Net earnings (loss) per common share - Basic ................. $ (1.24) $ 0.12 $ 0.51
=============== =============== ===============
Net earnings (loss) per common share - Diluted:
Earnings (loss) from continuing operations ............. $ (1.14) $ 0.29 $ 0.50
Discontinued operation ................................. (0.10) (0.17) 0.01
--------------- --------------- ---------------
Net earnings (loss) per common share - Diluted ............... $ (1.24) $ 0.12 $ 0.51
=============== =============== ===============
Average number of common shares .............................. 18,500,229 18,530,548 18,283,707
=============== =============== ===============
Average number of common shares and dilutive common shares ... 18,531,148 18,586,532 18,325,175
=============== =============== ===============
-5-
YEAR ENDED DECEMBER 31,
---------------------------------
2008 2007
-------------- -------------
(DOLLARS IN THOUSANDS,
EXCEPT SHARE AND PER SHARE DATA)
CONSOLIDATED BALANCE SHEET DATA (AT END OF PERIOD):
Cash and cash equivalents................................................. $ 6,608 $ 13,261
Working capital............................................................. 104,599 183,074
Total assets................................................................ 575,027 678,092
Total debt.................................................................. 194,157 255,311
Long-term debt (excluding current portion).................................. 273 90,534
Stockholders' equity........................................................ 163,545 188,364
Book value per share (1).................................................... 8.81 10.29
OTHER DATA:
Depreciation and amortization............................................... $ 14,700 $ 15,181
Capital expenditures...................................................... 10,500 13,995
Dividends................................................................. 6,653 6,683
(1) Book value per share of common stock was determined based on total
stockholders' equity divided by common stock outstanding as of December 31,
2008 and 2007.
-----------------
UNAUDITED PRO FORMA FINANCIAL DATA
The unaudited pro forma condensed consolidated balance sheet as of
December 31, 2008 and the unaudited pro forma condensed consolidated statement
of operations for the year ended December 31, 2008 have been prepared to
illustrate the effect of the exchange of $20,000,000 aggregate principal amount
of our outstanding 6 3/4% convertible subordinated debentures due 2009 for
$20,000,000 principal amount of 15% convertible subordinated debentures due
2011, as if the transaction occurred as of December 31, 2008 and January 1,
2008, respectively.
The unaudited pro forma financial information should be read in
conjunction with our Annual Report on Form 10-K for the year ended December 31,
2008 and the consolidated financial statements, related notes and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included therein and incorporated herein by reference. The unaudited pro forma
financial information does not purport to represent the results of operations or
financial condition that would have been reported had the events assumed therein
occurred on the dates indicated, nor does it purport to be indicative of results
of operations that may be achieved in the future.
-6-
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2008
----------------------------------------------------------
HISTORICAL ADJUSTMENTS PRO FORMA
---------------- --------------- -------------
(IN
THOUSANDS)
ASSETS
Current Assets:
Cash and cash equivalents ...................... $ 6,608 (200)(a) $ 6,408
Accounts receivable, net ....................... 174,401 174,401
Inventories, net ............................... 232,435 232,435
Deferred income taxes .......................... 20,038 20,038
Assets held for sale ........................... 1,654 1,654
Prepaid expenses and other current
assets ...................................... 12,459 12,459
--------- --------- ---------
Total current assets ........................ 447,595 (200) 447,395
Property, plant and equipment, net ................. 66,901 66,901
Goodwill, net ...................................... 1,100 1,100
Other intangibles, net ............................. 15,185 15,185
Other assets ....................................... 44,246 (44)(b) 44,402
200 (a)
--------- --------- ---------
Total Assets ................................ $ 575,027 $ (44) $ 574,983
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable .................................. $ 148,931 $ -- $ 148,931
Current portion of long-term debt .............. 44,953 (20,000)(c) 24,953
Accounts payable ............................... 68,312 68,312
Accrued expenses ............................... 80,800 (17)(b) 80,783
--------- --------- ---------
Total current liabilities ................... 342,996 (20,017) 322,979
Long-term debt ..................................... 273 20,000(c) 20,273
Post-retirement medical benefits and
other liabilities ............................... 44,455 44,455
Accrued asbestos liabilities ....................... 23,758 23,758
--------- --------- ---------
Total Liabilities ........................... 411,482 (17) 411,465
Stockholders' Equity:
Common stock ................................... 40,972 40,972
Capital in excess of par value ................. 58,841 58,841
Retained earnings .............................. 76,600 (27)(b) 76,573
Accumulated other comprehensive
income ...................................... 7,799 7,799
Treasury stock - at cost ....................... (20,667) (20,667)
--------- --------- ---------
Total stockholders' equity .................. 163,545 (27) 163,518
--------- --------- ---------
Total Liabilities and
Stockholders' Equity ...................... $ 575,027 $ (44) $ 574,983
========= ========= =========
SEE ACCOMPANYING NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
-7-
NOTES TO UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
(a) Reflects payment of $200,000 in fees and expenses paid to third parties
related to the exchange offer. All such fees and expenses are amortized
over the life of the 15% convertible subordinated debentures.
(b) Reflects write-off of $44,000 of capitalized fees and expenses
associated with the 6 3/4% convertible subordinated debentures
calculated on a pro-rata basis. Tax benefit of $17,000 is based upon an
effective tax rate of 40%.
(c) Reflects reclassification of $20,000,000 principal amount of
convertible debentures from current to long-term. The 6 3/4%
convertible subordinated debentures are due within one year from
December 31, 2008 while the 15% convertible subordinated debentures are
due beyond one year from December 31, 2008. The fair value of the 15%
convertible subordinated debentures is assumed to be at 100% of
principal.
-----------------
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2008
-----------------------------------------------------------------
HISTORICAL ADJUSTMENTS PRO FORMA
------------------ ------------------ ------------------
Net sales .......................................... $ 775,241 $ -- $ 775,241
Cost of sales ...................................... 591,085 591,085
------------------ ------------------ ------------------
Gross profit ................................... 184,156 -- 184,156
Selling, general and administrative
expenses ........................................ 166,199 166,199
Goodwill and intangible assets
impairment charge ............................... 39,387 39,387
Restructuring and integration expenses ............. 16,858 16,858
------------------ ------------------ ------------------
Operating loss ................................. (38,288) -- (38,288)
Other income (expense), net ........................ 22,670 (120)(a) 22,550
Interest expense ................................... 13,585 1,650 (b) 15,259
24(c)
------------------ ------------------ ------------------
Loss from continuing operations
before taxes.................................. (29,203) (1,794) (30,997)
Provision for (benefit from) income
taxes ......................................... (8,105) (718)(d) (8,823)
------------------ ------------------ ------------------
Loss from continuing operations ................ $ (21,098) $ (1,076) $ (22,174)
================== ================== ==================
Loss per common share from continuing
operations
Basic .......................................... $ (1.14) $ (0.06) $ (1.20)
================== ================== ==================
Diluted ........................................ $ (1.14) $ (0.06) $ (1.20)
================== ================== ==================
Average number of common shares
Basic .......................................... 18,500,229 18,500,229
================== ===============
Diluted ........................................ 18,531,148 18,531,148
================== ===============
-8-
(a) Reflects write-off of $120,000 of capitalized fees and expenses
associated with the 6 3/4% convertible subordinated debentures
calculated on a pro-rata basis.
(b) Reflects increase in interest expense resulting from exchange of
$20,000,000 aggregate principal amount of our outstanding 6 3/4%
convertible subordinated debentures due 2009 for $20,000,000 aggregate
principal amount of 15% convertible subordinated debentures due 2011.
(c) Reflects increase in interest expense resulting from the excess of
amortization of $100,000 of capitalized fees and expenses associated
with the 15% convertible subordinated debentures over amortization of
$76,000 of capitalized fees and expenses associated with the 6 3/4%
convertible subordinated debentures.
(d) Tax benefit related to pro forma adjustments is based upon an effective
tax rate of 40%.
-----------------
RATIO OF EARNINGS TO FIXED CHARGES
The following table shows the ratio of earnings to fixed
charges for the periods indicated. In calculating the ratio of earnings to fixed
charges, earnings consist of income before income taxes, discontinued operations
and fixed charges.
YEAR ENDED DECEMBER 31,
--------------------------------------------------
HISTORICAL PRO FORMA
-------------------- -------------
2007 2008 2008
-------- -------- --------
(IN THOUSANDS, EXCEPT RATIOS)
FIXED CHARGES:
Interest Expense, Including Amortization of Deferred
Finance Fees .................................. $ 19,066 $ 13,585 $ 15,259
Interest Portion of Rental Expense (1) ............. 2,983 3,278 3,278
-------- -------- --------
Total Fixed Charges ........................... $ 22,049 $ 16,863 $ 18,537
======== ======== ========
EARNINGS (LOSS) BEFORE INCOME TAXES, DISCONTINUED
OPERATIONS AND FIXED CHARGES:
Earnings (Loss) From Continuing Operations
Before Income Taxes ........................... $ 8,229 $ (29,203) $(30,997)
Equity (Income)/Losses of Minority
Owned Subsidiaries ............................ (116) 319 319
Distributed Earnings of Minority Owned Subsidiaries 300 281 281
Fixed Charges ...................................... 22,049 16,863 18,537
-------- -------- --------
Total Earnings Available For Fixed Charges .... $ 30,462 $(11,740) $(11,860)
======== ======== ========
RATIO OF EARNINGS TO FIXED CHARGES (2): ................ 1.4 N/A N/A
-------- -------- --------
-9-
(1) Calculated as one third of rent expense, which is a reasonable approximation
of the interest factor. (2) Earnings are inadequate to cover fixed charges for
2008 both on a historical and pro forma basis. The deficiency in earnings for
the year ended December 31, 2008 is $28.6 million, and on a pro forma basis is
$30.4 million.
-----------------
Items 1 through 10 as amended are being disseminated to holders of Old
Debentures as part of an Offer to Exchange Supplement on the date hereof. A copy
of the Offer to Exchange Supplement is filed as Exhibit (a)(1)(vi) hereto and is
incorporated by reference.
ITEM 12. EXHIBITS.
(a)(1)(i)* Offer to Exchange, dated March 20, 2009.
(a)(1)(ii)* Letter of Transmittal.
(a)(1)(iii)* Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
other Nominees.
(a)(1)(iv)* Letter to Clients.
(a)(1)(v)* Notice of Guaranteed Delivery.
(a)(1)(vi)** Offer to Exchange Supplement
(a)(2) None.
(a)(3) None.
(a)(4) None.
(a)(5)(i)* Press Release, issued March 20, 2009.
(a)(5)(ii)** Press Release, issued April 8, 2009.
(b) None.
(c) None.
(d)(i) Form of Indenture (including form of convertible debenture)
(incorporated by reference to Exhibit T3C to the Company's Form T-3,
filed on March 20, 2009).
(d)(ii) Form of Subordinated Debenture Indenture (including form of
convertible debenture) (incorporated by reference to Exhibit 4.1 to
the Company's Amendment No. 2 to its Registration Statement on Form
S-3 (Registration No. 333-79177), filed on July 20, 1999).
(d)(iii) Employee Stock Ownership Plan and Trust, dated January 1, 1989
(incorporated by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1989).
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(d)(iv) 1996 Independent Outside Directors Stock Option Plan of Standard
Motor Products, Inc. (incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended December 31, 1996).
(d)(v) 1994 Omnibus Stock Option Plan of Standard Motor Products, Inc., as
amended and restated, (incorporated by reference to the Company's
Registration Statement on Form S-8 (Registration No. 333-59524),
filed on April 25, 2001).
(d)(vi) Supplemental Compensation Plan effective October 1, 2001
(incorporated by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 2001).
(d)(vii) Change of Control Agreement, dated December 12, 2001, between
Standard Motor Products, Inc. and John Gethin (incorporated by
reference to the Company's Annual Report on Form 10-K for the year
ended December 31, 2001).
(d)(viii) Change of Control Agreement, dated December 12, 2001, between
Standard Motor Products, Inc. and James Burke (incorporated by
reference to the Company's Annual Report on Form 10-K for the year
ended December 31, 2001).
(d)(ix) Amendment to the Standard Motor Products, Inc. Supplemental
Compensation Plan, effective December 1, 2006 (incorporated by
reference to the Company's Annual Report on Form 10-K for the year
ended December 31, 2006).
(d)(x) Retention Bonus and Insurance Agreement, dated December 26, 2006,
between Standard Motor Products, Inc. and John Gethin (incorporated
by reference to the Company's Annual Report on Form 10-K for the year
ended December 31, 2006).
(d)(xi) Retention Bonus and Insurance Agreement dated December 26, 2006,
between Standard Motor Products, Inc. and James Burke (incorporated
by reference to the Company's Annual Report on Form 10-K for the year
ended December 31, 2006).
(d)(xii) Standard Motor Products, Inc. Special Incentive Plan (incorporated by
reference to the Company's Current Report on Form 8-K filed January
28, 2008).
(d)(xiii) Amendment to Severance Compensation Agreement, dated as of December
15, 2008, between Standard Motor Products, Inc. and John Gethin
(incorporated by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 2008).
(d)(xiv) Amendment to Severance Compensation Agreement, dated as of December
15, 2008, between Standard Motor Products, Inc. and James Burke
(incorporated by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 2008).
(d)(xv) Amended and Restated Supplemental Executive Retirement Plan, dated as
of December 15, 2008 (incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended December 31, 2008).
(g) None.
(h) None.
* Previously filed.
** Filed herewith.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
STANDARD MOTOR PRODUCTS, INC.
Dated: April 8, 2009 By: /S/ JAMES J. BURKE
------------------
Name: James J. Burke
Title: Vice President Finance and
Chief Financial Officer
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INDEX TO EXHIBITS
(a)(1)(vi) Offer to Exchange Supplement.
(a)(5)(ii) Press Release.