UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
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)
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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)
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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
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TRANSACTION AMOUNT OF FILING
VALUATION(1) FEE(2)
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$20,000,000 $1,116
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(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: |X|
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)
INTRODUCTORY STATEMENT
This Amendment No. 3 to Schedule TO (this "Amendment") further amends
and supplements the Issuer Tender Offer Statement on Schedule TO (as amended and
supplemented to the date hereof, the "Schedule TO") originally filed by Standard
Motor Products, Inc., a New York corporation (the "Company"), with the United
States Securities and Exchange 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 further amends and
supplements the Schedule TO as set forth below.
The Exchange Offer was made upon the terms and subject to the
conditions set forth in the Company's Offer to Exchange dated March 20, 2009 (as
amended and supplemented to the date hereof, the "Offer to Exchange") and the
related letter of transmittal (as amended and supplemented to the date hereof,
the "Letter of Transmittal"). 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
further amended and supplemented to the extent specifically provided herein.
This Amendment is the final amendment to the Schedule TO and 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.
ITEM 4. TERMS OF THE TRANSACTION.
The Exchange Offer expired at 5:00 p.m., New York City time, on May 1,
2009. Pursuant to the Exchange Offer, holders of Old Debentures tendered, and
the Company accepted for exchange, $12,300,000 aggregate principal amount of Old
Debentures. This resulted in the Company issuing $12,300,000 aggregate principal
amount of New Debentures. Accrued and unpaid interest in the aggregate amount of
$255,993.75 was paid in cash to the holders of Old Debentures who tendered Old
Debentures for New Debentures. The New Debentures and the cash payments were
made by the Exchange Agent on the Settlement Date. After the settlement of the
Exchange Offer, approximately $32.1 million aggregate principal amount of Old
Debentures remain outstanding and are scheduled to mature on July 15, 2009.
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, dated April 8, 2009.
(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.
(a)(5)(iii) Press Release, issued May 4, 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).
(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.
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: May 6, 2009 By: /S/ JAMES J. BURKE
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Name: James J. Burke
Title: Vice President Finance and
Chief Financial Officer
INDEX TO EXHIBITS
(a)(5)(iii) Press Release, issued May 4, 2009.