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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
February 7, 2003
(Date of earliest event reported)
STANDARD MOTOR PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
New York 1-4743 11-1362020
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
37-18 Northern Blvd. Long Island City, N.Y. 11101
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (718) 392-0200
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ITEM 5. OTHER EVENTS
On February 10, 2003, Standard Motor Products, Inc. (the "Registrant")
announced that it had signed a definitive agreement to acquire substantially all
of the assets and to assume substantially all of the operating liabilities of
Dana Corporation's Engine Management Division. The related asset purchase
agreement is attached hereto as Exhibit 2.1. At the acquisition closing, the
Registrant and Dana will enter into a Share Ownership Agreement in connection
with Dana receiving the applicable number of shares of the Registrant's common
stock. A form of such Share Ownership Agreement is filed herewith as Exhibit
4.6. The acquisition is subject to customary closing conditions, including the
expiration of the Hart-Scott-Rodino waiting period.
The Registrant plans to finance a portion of the cash portion of the
purchase price and the one time costs associated with the acquisition and
integration expenses with an expansion of its existing revolving credit facility
with General Electric Capital Corporation, as agent. The Amended and Restated
Credit Agreement is filed herewith as Exhibit 99.1.
The Registrant hereby incorporates by reference the contents of the
press release of the Registrant dated February 10, 2003, filed herewith as
Exhibit 99.2.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements and Exhibits:
(1) None
(b) Pro forma financial information:
(1) None
(c) Exhibits:
2.1 Asset Purchase Agreement, dated as of February 7, 2003, by and
among Dana Corporation, Automotive Controls Corp., BWD
Automotive Corporation, Pacer Industries, Inc., Ristance
Corporation and Engine Controls Distribution Services, Inc.,
as Sellers, and Standard Motor Products, Inc., as Buyer.
4.6 Form of Share Ownership Agreement by and between Standard
Motor Products, Inc. and Dana Corporation.
99.1 Amended and Restated Credit Agreement, dated as of February 7,
2003 among Standard Motor Products, Inc., Stanric, Inc., and
Mardevco Credit Corp., as Borrowers, the other Credit Parties
signatory thereto, General Electric Capital Corporation, for
itself, as Lender, and as Agent for Lenders, Bank of America,
N.A., for itself, as Lender, and as Syndication Agent, GMAC
Commercial Finance LLC (as successor by merger to GMAC
Commercial Credit LLC), for itself as Lender, and as
Documentation Agent, and the other Lenders signatory thereto
from time to time.
99.2 Press release of the Registrant, dated as of February 10,
2003.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereto duly authorized.
STANDARD MOTOR PRODUCTS, INC.
By: /s/ James J. Burke
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James J. Burke
Vice President Finance, Chief Financial Officer
Dated as of February 10, 2003
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EXHIBIT INDEX
2.1 Asset Purchase Agreement, dated as of February 7, 2003, by and
among Dana Corporation, Automotive Controls Corp., BWD
Automotive Corporation, Pacer Industries, Inc., Ristance
Corporation and Engine Controls Distribution Services, Inc.,
as Sellers, and Standard Motor Products, Inc., as Buyer.
4.6 Form of Share Ownership Agreement by and between Standard
Motor Products, Inc. and Dana Corporation.
99.1 Amended and Restated Credit Agreement, dated as of February 7,
2003 among Standard Motor Products, Inc., Stanric, Inc., and
Mardevco Credit Corp., as Borrowers, the other Credit Parties
signatory thereto, General Electric Capital Corporation, for
itself, as Lender, and as Agent for Lenders, Bank of America,
N.A., for itself, as Lender, and as Syndication Agent, GMAC
Commercial Finance LLC (as successor by merger to GMAC
Commercial Credit LLC), for itself as Lender, and as
Documentation Agent, and the other Lenders signatory thereto
from time to time.
99.2 Press release of the Registrant, dated as of February 10,
2003.
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