SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-4347
ROGERS CORPORATION
[Exact name of Registrant as specified in its charter]
Massachusetts 06-0513860
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Technology Drive
P.O. Box 188
Rogers, Connecticut 06263-0188
(Address of principal executive offices) (Zip Code)
(860) 774-9605
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- ------------------------
Capital Stock, $1 Par Value New York Stock Exchange, Inc.
Rights to Purchase Capital Stock New York Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act: None
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
periods 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
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the Capital Stock, $1 par value, held
by non-affiliates of the Registrant as of March 1, 2001 was $519,662,872.
The number of shares of Capital Stock, $1 par value, outstanding as
of March 1, 2001 was 15,170,346.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's annual report to shareholders for the fiscal
year ended January 2, 2000 are incorporated by reference into Parts I and II.
Portions of the proxy statement for the Registrant's 2000 annual meeting of
stockholders to be held April 18, 2000, are incorporated by reference into
Part III.
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(3) Exhibits (numbered in accordance with Item 601 of Regulation S-K):
3a Restated Articles of Organization, filed with the Secretary of
State of the Commonwealth of Massachusetts on April 6, 1966, were
filed as Exhibit 3a to the Registrant's Annual Report on Form 10-K
for the fiscal year ended January 1, 1989 (the 1988 Form 10-K)*.
3b Articles of Amendment to the Articles of Organization, filed with
the Secretary of State of the Commonwealth of Massachusetts on
August 10, 1966, were filed as Exhibit 3b to the 1988 Form 10-K*.
3c Articles of Merger of Parent and Subsidiary Corporations, filed
with the Secretary of State of the Commonwealth of Massachusetts
on December 29, 1975, were filed as Exhibit 3c to the 1988
Form 10-K*.
3d Articles of Amendment, filed with the Secretary of State of the
Commonwealth of Massachusetts on March 29, 1979, were filed as
Exhibit 3d to the 1988 Form 10-K*.
3e Articles of Amendment, filed with the Secretary of State of the
Commonwealth of Massachusetts on March 29, 1979, were filed as
Exhibit 3e to the 1988 Form 10-K*.
3f Articles of Amendment, filed with the Secretary of State of the
Commonwealth of Massachusetts on April 2, 1982, were filed as
Exhibit 3f to the 1988 Form 10-K*.
3g Articles of Merger of Parent and Subsidiary Corporations, filed
with the Secretary of State of the Commonwealth of Massachusetts
on December 31, 1984, were filed as Exhibit 3g to the 1988
Form 10-K*.
3h Articles of Amendment, filed with the Secretary of State of the
Commonwealth of Massachusetts on April 6, 1988, were filed as
Exhibit 3h to the 1988 Form 10-K*.
3i By-Laws of the Company as amended on March 28, 1991, September
10, 1991, and June 22, 1995 were filed as Exhibit 3i to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 (the 1995 Form 10-K)*.
3j Articles of Amendment, as filed with the Secretary of State
of the Commonwealth of Massachusetts on May 24, 1994, were
filed as Exhibit 3j to the 1995 Form 10-K*.
3k Articles of Amendment, as filed with the Secretary of State
of the Commonwealth of Massachusetts on May 8, 1998 were filed
as Exhibit 3k to the 1998 Form 10-K*.
4a 1997 Shareholder Rights Plan was filed on Form 8-A dated March
24, 1997. The June 19, 1997 and July 7, 1997 amendments were
filed on Form 8-A/A dated July 21, 1997*.
10a Rogers Corporation Incentive Stock Option Plan** (1979, as amended
July 9, 1987 and October 23, 1996). The 1979 plan and the
July 9, 1987 amendment were filed as Exhibit 10c to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended January 3, 1988 (the 1987 Form 10-K). The October 23,
1996 amendment was filed as Exhibit 10a to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December
29, 1996 (the 1996 Form 10-K)*.
10b Description of the Company's Life Insurance Program**, was
filed as Exhibit K to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 28, 1980*.
10c Rogers Corporation Annual Incentive Compensation Plan** (as restated
and amended on December 18, 1996) was filed as Exhibit 10c to the
1996 Form 10-K*.
10d Rogers Corporation 1988 Stock Option Plan** (as amended December
17, 1988, September 14, 1989, and October 23, 1996). The 1988 plan,
the 1988 amendment, and the 1989 amendment were filed as Exhibit 10d
to the Registrant's Annual Report on Form 10-K for the fiscal year
ended January 1, 1995 (the 1994 Form 10-K)*. The 1996 amendment was
filed as Exhibit 10d to the 1996 Form 10-K*.
10e Rogers Corporation 1990 Stock Option Plan** (as restated and amended
on October 18, 1996 and December 21, 1999). The October 18, 1996
restatement and amendment was filed as Registration Statement No.
333-14419 on Form S-8 dated October 18, 1996*. The December 21, 1999
amendment was filed as Exhibit 10e to the 1999 Form 10-K*.
10f Rogers Corporation Deferred Compensation Plan** (1983) was filed as
Exhibit O to the Registrant's Annual Report on Form 10-K for the
fiscal year ended January 1, 1984*.
10g Rogers Corporation Deferred Compensation Plan** (1986) was filed
as Exhibit 10e to the 1987 Form 10-K*.
10h Rogers Corporation 1994 Stock Compensation Plan** (as restated
and amended on October 17, 1996 and amended on December 18, 1997).
The 1994 plan, as amended and restated on October 17, 1996, was filed
as Exhibit 10h to the 1996 Form 10-K. The 1997 amendment was filed
as Exhibit 10h to the 1997 Form 10-K*.
10i Rogers Corporation Voluntary Deferred Compensation Plan for
Non-Employee Directors** (1994, as amended December 26, 1995,
December 27, 1996 and as restated and amended December 21, 1999).
The 1994 plan, the December 26, 1995 and December 27, 1996
amendments were filed as Exhibit 10i to the 1994 Form 10-K, 1995
Form 10-K, and 1996 Form 10-K, respectively. The December 21,
1999 restatement and amendment were filed as Exhibit 10i to the
1999 Form 10-K*.
10j Rogers Corporation Voluntary Deferred Compensation Plan for Key
Employees** (1993, as amended on December 22, 1994, December 21,
1995, December 22, 1995, April 17, 1996 and as restated and amended
on December 21, 1999). The 1993 plan and the 1994 amendments were
filed as Exhibit 10j to the 1994 Form 10-K. The 1995 and 1996
amendments were filed as Exhibit 10j to the 1995 Form 10-K and 1996
Form 10-K, respectively. The December 21, 1999 restatement and
amendment were filed as Exhibit 10j to the 1999 Form 10-K*.
10k Rogers Corporation Long-Term Enhancement Plan for Senior Executives
of Rogers Corporation** (December 18, 1997*, as amended April 4, 2000).
The April 4, 2000 amendment was filed as Exhibit 10k to the 2000
Form 10-K.
10l Rogers Corporation 1998 Stock Incentive Plan (1998, as amended
September 9, 1999 and December 21, 1999).** The 1998 Plan was filed
as Registration Statement No. 333-50901 on April 24, 1998*.
The September 9, 1999 and December 21, 1999 amendments were filed as
Exhibit 10l to the 1999 Form 10-K*.
10m Multicurrency Revolving Credit Agreement dated December 8, 2000
was filed as Exhibit 10m to the 2000 Form 10-K.
13 Portions of the Rogers Corporation 1998 Annual Report to Shareholders
which are specifically incorporated by reference in this Annual Report
on Form 10-K.
21 Subsidiaries of the Registrant.
23 Consent of Independent Auditors.
29A Rogers Corporation Form 11-K (RESIP)
* In accordance with Rule 12b-23 and Rule 12b-32 under the Securities
Exchange Act of 1934, as amended, reference is made to the documents
previously filed with the Securities and Exchange Commission, which
documents are hereby incorporated by reference.
** Management Contract.
Exhibit 29a
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 December 31, 2000
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
(Full title of the plan)
ROGERS CORPORATION
(Name of issuer of the securities held pursuant to the plan)
P.O. Box 188
One Technology Drive
Rogers, Connecticut 06263-0188
(address of principal executive offices)
Audited Financial Statements
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
December 31, 2000
Report of Ernst & Young LLP, Independent Auditors 1
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) 9
Schedule H, Line 4j - Schedule of Reportable Transactions 10
Consent of Independent Auditors 11
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
Rogers Employee Savings and
Investment Plan Committee
Rogers Corporation
We have audited the accompanying statements of net assets available for
benefits of Rogers Employee Savings and Investment Plan as of December
31, 2000 and 1999, and the related statements of changes in net assets
available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. 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 benefits of the Plan
at December 31, 2000 and 1999, and the changes in its net assets available
for benefits for the years then ended, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental
schedule of assets (held at end of year) and the schedule of reportable
transactions for the year ended December 31, 2000, are presented for
purposes of additional analysis and are not a required part of the
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. These
supplemental schedules are the responsibility of the Plan's management.
The supplemental schedules have been subjected to the auditing procedures
applied in our audits of the financial statements and, in our opinion,
are fairly stated in all material respects in relation to the financial
statements taken as a whole.
ERNST & YOUNG LLP
Providence, Rhode Island
May 11, 2001
-1-
Rogers Employee Savings and Investment Plan
Statements of Net Assets Available for Benefits
December 31
2000 1999
Assets: ---------------------------------
Investments (Note C):
At fair value $39,542,528 $28,559,065
At contract value 16,556,674 17,561,332
Participant's notes receivable 1,092,693 829,061
----------------------------------
Net assets available for benefits $57,191,895 $46,949,458
==================================
See notes to financial statements.
-2-
Rogers Employee Savings and Investment Plan
Statements of Changes in Net Assets Available for Benefits
Year ended December 31
2000 1999
Additions:
Investment Income:
Net appreciation in fair value
of investments (Note C) $ 8,441,387 $ 4,488,928
Interest 990,538 869,503
---------------------------------
9,431,925 5,358,431
---------------------------------
Contributions:
Participant 4,184,817 3,511,622
Employer 857,077 716,253
---------------------------------
5,041,894 4,227,875
---------------------------------
Total additions 14,473,819 9,586,306
---------------------------------
Deductions:
Distributions to participants 4,221,486 2,180,457
Administrative expenses 9,896 8,553
---------------------------------
Total deductions 4,231,382 2,189,010
---------------------------------
Net increase 10,242,437 7,397,296
Net assets available for benefits:
Beginning of year 46,949,458 39,552,162
---------------------------------
End of year $57,191,895 $46,949,458
=================================
See notes to financial statements.
-3-
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
Years Ended December 31, 2000 and 1999
NOTE A--DESCRIPTION OF THE PLAN
The Rogers Employee Savings and Investment Plan (the Plan or RESIP) is a
contributory defined contribution plan covering all regular U.S. employees
who have completed at least one month of continuous service. The plan is
subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA).
Participants may contribute up to the lesser of $10,500 in 2000 and $10,000
in 1999, 18% of their annual compensation, or highly compensated limitations
mandated by non-discrimination testing.
All participants, except those in collective bargaining units, are eligible
to receive matching Company contributions. The Company may contribute any
factor from 0% to 50% of each participant's contribution, as determined by
the Board of Directors. The Company contributed 50% of the first 5% of each
participant's annual compensation in 2000 and 1999. The matching Company
contribution is invested in Company stock.
Participants may borrow from their fund accounts a minimum of $1,000 and
to a maximum equal to the lesser of $50,000 or 50 percent of their vested
account balance. Loan terms range from one month to five years or up to
fifteen years for the purchase of a primary residence. The loans are secured
by the balance in the participant's account and bear interest at a rate
commensurate with local prevailing rates as determined periodically by the
Plan administrator. Principal and interest are paid ratably through payroll
deductions.
Each participant's account reflects the individual's pretax contribution,
the Company's contribution (if applicable), an allocation of Plan earnings,
and rollovers (if applicable). Total earnings by fund are allocated daily
to individual accounts.
Participants are 100% vested in their contributions and to the extent a
participant is not eligible for retirement he or she is vested as to the
Company's contributions at 25% after two years of continuous service,
increased by 25% for each additional year of continuous service up to 100%.
Upon early retirement, normal retirement, total disability, as defined by the
Plan, or death, a participant is 100% vested as to the Company's contributions.
Any participant who is terminated and not re-employed with the Company within
one year of termination forfeits his or her interest in the nonvested portion
of the Company contribution. If re-employed within one year, the participant
will recover his or her rights in this nonvested portion.
-4-
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
(continued)
NOTE A--DESCRIPTION OF THE PLAN (continued)
A participant's tax-deferred contributions cannot be withdrawn prior to age
59-1/2 except for an immediate financial hardship, as defined by the Plan.
Company contributions can be drawn upon after five years in the Plan and a
participant can withdraw funds for any reason upon reaching age 59-1/2. Upon
early retirement, normal retirement, total disability, as defined by the Plan,
death, or any other termination of employment, a participant may receive the
value of the vested portion of his or her total account offset by any
outstanding Plan loans.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of Plan termination,
participants would become 100% vested in their accounts.
NOTE B--SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accounts of the Plan are reported on the accrual basis.
Valuation of Investments
Securities traded on a national securities exchange are valued at the last
reported sales price on the last business day of the plan year. Investments
in pooled separate accounts are stated at fair value based on the year end
market value of each unit held, which is based upon the market value of the
underlying assets of the funds less investment management fees and asset
charges.
The investments in CIGNA's Guaranteed Long-Term Fund are valued at contract
value as estimated by CIGNA, which approximates market. Contract value
represents contributions made under the contract plus interest at the contract
rate, less funds used to pay termination benefits, in-service withdrawals, and
to pay for the insurance company's administrative expenses. The interest rate
for CIGNA's guaranteed long-term fund is determined twice a year and is
guaranteed not to change for six months. The average interest rate was 5.75%
for 2000 and 5.70% for 1999. The crediting interest rate was 6.45% for 2000
and 6.40% in 1999.
-5-
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
(continued)
NOTE B--SIGNIFICANT ACCOUNTING POLICIES (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
changes therein, and disclosure of contingent assets and liabilities. Actual
results could differ from those estimates.
Administrative Expenses
The majority of the costs and expenses incurred in connection with the
operation of the Plan have been borne by Rogers Corporation.
NOTE C--INVESTMENTS
The following presents investments that represent five percent or more
of the Plan's net assets.
December 31
2000 1999
CIGNA Charter Guaranteed Long-Term Fund $16,556,674 $17,561,332
Fidelity Equity-Income II Account 5,367,599 6,084,904
Fidelity Advisor Growth Opportunities Account 3,647,699 5,420,631
Janus Worldwide Account 3,729,276 3,657,541
Rogers Stock Fund 19,883,350* 8,355,388*
* Nonparticipant - directed
-6-
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
(continued)
NOTE C--INVESTMENTS (continued)
During 2000 and 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
(depreciated) in value as follows:
2000 1999
------------- -------------
Equity Funds $(1,662,668) $2,558,325
Rogers Stock Fund 10,104,055 1,930,603
------------- -------------
$8,441,387 $4,488,928
============= =============
NOTE D--NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets available for benefits and the significant
components of changes in net assets available for benefits related to the
nonparticipant-directed investments is as follows:
2000 1999
Net Assets: -------------- -------------
Rogers Common Stock $19,883,350 $ 8,355,388
============== =============
Changes in Net Assets:
Contributions:
Participant $ 589,178 $ 380,845
Employer 857,077 716,253
Net appreciation (depreciation) 10,104,055 1,930,603
Distributions to participants (741,605) (241,230)
Transfers to participant-directed investments 729,154 (3,624)
Administrative expenses (9,896) (8,553)
-------------- -------------
$11,527,963 $2,774,294
============== =============
-7-
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
(continued)
NOTE E--TRANSACTIONS WITH PARTIES-IN-INTEREST
During the years ended December 31, 2000 and 1999, the Plan entered into the
following transactions with parties-in-interest:
December 31
2000 1999
--------------------------------------------------
Shares Amount Shares Amount
Rogers Corporation:
Purchases of
capital stock 106,226.938 $4,441,070 177,903.538 $2,760,719
Sales of capital
stock, at market value 71,874.406 3,064,188 113,574.492 1,923,627
The Company initiated a 2-for-1 stock split of Rogers Stock on May 26, 2000
resulting in an additional 230,326 shares. The 1999 share amounts reflect this
2-for-1 stock split.
NOTE F--INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated November 26, 1996, that the Plan qualifies under Section
401(a) of the Internal Revenue Code (IRC) and is, therefore, not subject
to tax under present income tax law. Once qualified, the Plan is required
to operate in conformity with the IRC to maintain its qualification.
The RESIP Committee is not aware of any course of action or series of events
that have occurred that might adversely affect the Plan's qualified status.
-8-
Supplemental Schedules
SCHEDULE H, LINE 4i SCHEDULE OF ASSETS (HELD AT END OF YEAR)
EIN NO: 06-0513860 PLAN NO: 006
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
December 31, 2000
Description of Invest-
ment Including Maturity
Identity of Issue Date, Rate of Interest, Current
or Borrower Par or Maturity Value Cost Value
- --------------------------------------------------------------------------------
Equity Funds
- ------------
CIGNA Pooled Separate Accounts:*
SA-FTF-CIGNA Charter
Small Company Stock
Growth Fund 99,471.921 units of participation $ 1,705,207
SA-55P-Fidelity
Equity-Income
II Account 112,977.061 units of participation 5,367,599
SA-55A-Fidelity
Advisor Growth
Opportunities
Account 55,182.205 units of participation 3,647,699
SA-CFB-CIGNA Charter
Balanced Fund I 36,414.645 units of participation 372,573
SA-55EV-Janus
Worldwide Account 50,136.375 units of participation 3,729,276
SA-CG-CIGNA Charter
Large Company
Stock - Growth Fund 83,330.175 units of participation 1,211,357
SA-MCG-CIGNA Charter
Midsize Company
Stock - Blend Fund 73,840.867 units of participation 1,061,862
SA-55E3-Lazard Small
Cap Account 20,068.422 units of participation 483,020
SA-55E2-Lazard
International
Equity Account 15,647.474 units of participation 302,435
SA-B-CIGNA Charter
Large Company Stock
Index Fund 24,902.609 units of participation 1,778,150
-----------
19,659,178
Fixed Income Fund
- -----------------
CIGNA Charter Guaranteed
Long-Term Fund* 455,862.162 units of participation 16,556,674
Rogers Stock Fund
(Nonparticipant-
directed)
- -----------------
Capital Stock:
Rogers Corporation* 480,187.054 shares $ 9,335,627 19,883,350
Loan Fund
- ------------------
Participant loans * Participant loans, interest
from 6.5% to 10.0% 1,092,693
--------------------------
$ 9,335,627 $57,191,895
==========================
* Indicates party-in-interest to the Plan.
-9-
Schedule H, Line 4j SCHEDULE OF REPORTABLE TRANSACTIONS
EIN NO: 06-0513860 PLAN NO: 006
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
Year Ended December 31, 2000
Current
Value
of Asset
Identity on Trans- Net
of Party Description Purchase Selling Cost action Gain/
Involved of Assets Price Price of Asset Date (Loss)
- -------------------------------------------------------------------------------
Category (iii)--A series of securities transactions in excess of
5% of plan assets
- ----------------------------------------------------------------
Rogers Rogers
Corpor- Corporation
ation* Common Stock
Purchased
106,226.938
shares in 153
transactions $4,441,070 $4,441,070 $4,441,070
Sold 71,874.406
shares in 137
transactions $3,017,163 1,643,936 3,017,163 $1,420,252
There were no category (i), (ii) or (iv) reportable transactions during 2000.
* Indicates party-in-interest to the Plan.
-10-
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration Statements (Form
S-8 Nos. 2-84992, 33-15119, 33-21121, 33-38219, 33-64314, 33-44087, 33-53353,
and 333-14419) pertaining to the Rogers Employee Savings and Investment Plan
of Rogers Corporation of our report dated May 11, 2001, with respect to the
financial statements and schedules of the Rogers Employee Savings and
Investment Plan included in this Annual Report (Form 11-K) for the year
ended December 31, 2000.
ERNST & YOUNG LLP
Providence, Rhode Island
June 19, 2001
-11-