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<SEC-DOCUMENT>0000909012-03-000500.txt : 20030715
<SEC-HEADER>0000909012-03-000500.hdr.sgml : 20030715
<ACCEPTANCE-DATETIME>20030715142435
ACCESSION NUMBER:		0000909012-03-000500
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20030630
ITEM INFORMATION:		Acquisition or disposition of assets
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20030715

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			STANDARD MOTOR PRODUCTS INC
		CENTRAL INDEX KEY:			0000093389
		STANDARD INDUSTRIAL CLASSIFICATION:	MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690]
		IRS NUMBER:				111362020
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04743
		FILM NUMBER:		03786980

	BUSINESS ADDRESS:	
		STREET 1:		37 18 NORTHERN BLVD
		CITY:			LONG ISLAND CITY
		STATE:			NY
		ZIP:			11101
		BUSINESS PHONE:		7183920200

	MAIL ADDRESS:	
		STREET 1:		3718 NORTHERN BLVD
		CITY:			LONG ISLAND CITY
		STATE:			NY
		ZIP:			11101
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>t300431.txt
<DESCRIPTION>STANDARD MOTOR PRODUCTS, INC.
<TEXT>
================================================================================
                       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


                                  June 30, 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
                                                         --------------

================================================================================

<PAGE>

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

         On June 30, 2003, Standard Motor Products, Inc. (the "Registrant")
announced that pursuant to the terms of an Asset Purchase Agreement dated
February 7, 2003, as amended as of June 30, 2003, among Dana Corporation,
Automotive Controls Corp., BWD Automotive Corporation, Pacer Industries, Inc.,
Ristance Corporation and Engine Controls Distribution Services, Inc., as
Sellers, and the Registrant, as Buyer, Registrant had completed the acquisition
of substantially all of the assets and assumed substantially all of the
operating liabilities of Dana Corporation's Engine Management Division. Prior to
the sale, Dana Corporation's Engine Management Division was a leading
manufacturer of aftermarket parts in the automotive industry, focused
exclusively on engine management. The Registrant intends to integrate the
acquired assets into its own Engine Management business within 18 months of the
closing.

         The purchase price for the acquisition was approximately $121 million,
was negotiated and determined on the basis of arm's length negotiations between
the Registrant and Dana Corporation, and was based on the net book value of the
acquired assets. The acquisition purchase price is subject to a post-closing
adjustment based upon the net book value of the acquired assets less the net
book value of the assumed liabilities as of the close of business on June 30,
2003. The consideration paid to Dana Corporation was comprised of $90.8 million
cash, a $15.1 million seller note and $15.1 million of the Registrant's common
stock. In connection with Dana receiving shares of the Registrant's common
stock, on June 30, 2003 the Registrant and Dana Corporation also entered into a
Share Ownership Agreement. There is no material relationship between Dana
Corporation and the Registrant and its affiliates, directors or officers.

         In connection with the acquisition of Dana Corporation's Engine
Management Division, the Registrant completed an equity offering of 5,750,000 of
its common stock for gross proceeds of approximately $60.4 million. The net
proceeds from this equity offering were used to repay a portion of the
Registrant's outstanding indebtedness under its revolving credit facility with
General Electric Capital Corporation, as agent (the "Credit Facility"). On June
30, 2003, the Registrant also completed an amendment to its Credit Facility,
which increased the amount available under the Credit Facility by $80 million,
to $305 million (the "Amended Credit Facility"). The Registrant then financed
the cash portion of the acquisition purchase price and the costs associated with
the acquisition and integration expenses by borrowing from the Amended Credit
Facility.

         The acquired assets include, among other things, plant, equipment,
leases and real property that were used by Dana Corporation to operate its
Engine Management Division. Prior to the acquisition, Dana Corporation's Engine
Management Division had nine locations comprised of manufacturing, distribution
and administration functions. The Registrant's integration program will
eliminate seven of these locations that are redundant with the Registrant's
existing capabilities. Two facilities that provide the Registrant with new
manufacturing capabilities will be retained. The following locations will be
closed: Branford, Connecticut; Guilford, Connecticut; Northvale, New Jersey;
Argos, Indiana; Franklin Park, Illinois; Nashville, Tennessee; and Independence,
Kansas (21st Street). The facilities that will be retained by the Registrant are
Mishawaka, Indiana and Independence, Kansas (Oak Street). The Registrant intends
to integrate much of the other acquired assets into its own Engine Management
business and will continue to evaluate the most beneficial use of these acquired
assets throughout the integration process.

         The description above of the acquisition of Dana's Engine Management
Division and the related transactions is a summary only. A copy of the following
documents are incorporated herein by reference: (1) the Asset Purchase
Agreement, which was filed as Exhibit 2.1 to the Registrant's Current Report on
Form 8-K that the Registrant filed with the SEC on February 10, 2003 (the
"February Form 8-K"); (2) the Share Ownership Agreement, a form of which was
filed with the SEC as Exhibit 4.6 to the February Form 8-K; (3) the Amended and
Restated Credit Agreement, which was filed with the SEC as Exhibit 99.1 to the
February Form 8-K; and (4) the Amendment to the Asset Purchase Agreement, which
is filed as Exhibit 99.1 to this report. These exhibits describe in more detail
the terms of the acquisition of Dana's Engine Management Division and the
related transactions. The Registrant also incorporates herein by reference the
contents of the press release of the Registrant dated June 30, 2003, which is
filed as Exhibit 99.2 to this report.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

<PAGE>

(a) Financial Statements of Business Acquired.

The audited financial statements of Dana Corporation's Engine Management
Division as of December 31, 2002, 2001 and 2000, and for the years then ended,
required by this item are incorporated herein by reference to the Registrant's
registration statement on Form S-3 (Registration No.333-103194), filed with the
Securities and Exchange Commission on February 13, 2003, as amended on June 4,
2003.

(b) Pro forma financial information.

The required pro forma financial information of Dana Corporation's Engine
Management Division is incorporated herein by reference to the Form S-3.

(c) Exhibits.

99.1 Amendment to Asset Purchase Agreement, dated as of June 30, 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.

99.2 Press release of the Registrant, dated as of June 30, 2003.


<PAGE>



                                    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
     -----------------------------------------------
     James J. Burke
     Vice President Finance, Chief Financial Officer


Dated as of July 15, 2003





<PAGE>


                                  EXHIBIT INDEX


99.1 Amendment to Asset Purchase Agreement, dated as of June 30, 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.

99.2 Press release of the Registrant, dated as of June 30, 2003.



<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>ex99-1.txt
<DESCRIPTION>AMENDMENT TO ASSET PURCHASE AGREEMENT
<TEXT>
                                                                    EXHIBIT 99.1


     AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT THIS AMENDMENT NO. 1 TO ASSET
PURCHASE AGREEMENT (this "Amendment") is made as of June 30, 2003 and amends the
Asset Purchase Agreement (the "Purchase Agreement"), dated as of February 7,
2003, by and among DANA CORPORATION, a Virginia corporation ("Dana"), AUTOMOTIVE
CONTROLS CORP., a Connecticut corporation, BWD AUTOMOTIVE CORPORATION, a
Delaware corporation ("BWD"), PACER INDUSTRIES, INC., a Missouri corporation,
RISTANCE CORPORATION, an Indiana corporation ("Ristance"), ENGINE CONTROLS
DISTRIBUTION SERVICES, INC., a Delaware corporation (each a "Seller" and,
collectively, "Sellers"), and STANDARD MOTOR PRODUCTS, INC., a New York
corporation ("Buyer"). Capitalized terms are used herein with the meanings
assigned those terms in the Purchase Agreement.

                                    RECITAL:

                  A. The Parties wish to amend the Purchase Agreement as
provided in this Amendment.

                  NOW, THEREFORE, in consideration of the foregoing and the
agreements set forth herein, Sellers and Buyer hereby agree as follows:

     1. Lawson Consent.

                  (a) Buyer acknowledges that despite Sellers' performance of
their obligations under Section 7.9(b) of the Purchase Agreement, Sellers have
not been able to obtain consent for assignment to Buyer of the Non-Exclusive
License Agreement and Project Order Agreement dated May 27, 1994 between Lawson
Associates, Inc. and Echlin, Inc. ("Lawson Agreement").

                  (b) Buyer hereby waives, as a condition to Closing, obtaining
consent for the assignment of the Lawson Agreement and, in consideration
thereof, Sellers agree that any costs or expenses (including reasonable
attorneys' fees), judgments, liens, liabilities, losses, claims and damages
resulting from the absence of consent for assignment of the Lawson Agreement
(including without limitation payments required in order to obtain a license to
replace all or part of Seller's rights under the Lawson Agreement insofar as
they relate to the EMG Business) shall be Damages and for purposes of the
Purchase Agreement treated as though they resulted from a Retained Liability.

                  (c) Buyer and Sellers hereby confirm that their respective
rights and obligations under Section 7.9(b) of the Purchase Agreement in respect
of the Lawson Agreement and obtaining consent for its assignment shall continue
to apply.

         2. Ristance and BWD Names. The definition of the Acquired Assets in the
Purchase Agreement is hereby amended to include all of Sellers' right, title and
interest in and to the names "Ristance" and "BWD Automotive." Buyer will, at its
sole cost and expense, prepare for Sellers' review and approval and file with
the appropriate offices all necessary amendments to BWD's and Ristance's
certificates of incorporation, authority to do business and alternate names.

         3. Disclosure Schedules. The definition of the Disclosure Schedules is
hereby amended to refer to the Disclosure Schedules as amended and restated as
of the Closing Date and attached hereto as Exhibit 1. Buyer acknowledges that
all of the amendments contained in the amended and restated Disclosure Schedules
disclose New Facts of the type described in the second sentence of Section 13.11
of the Purchase Agreement.


<PAGE>


         4. Certain Acquired Assets. The following representations are hereby
added as a new Section 5.27 to the Purchase Agreement: The Acquired Assets do
not include any Accounts Receivable, inventory or equipment owned by Dana. No
Collateral Trigger (as referred to in the Third Omnibus Amendment, dated as of
December 31, 2002, to the Receivables Purchase Agreement, dated as of March 29,
2001 and as amended through the date hereof, by and among Dana Asset Funding
LLC, Citicorp North America, Inc., Dana and the other parties thereto) has
occurred as of the date hereof.

         5. DCCC/DFL Leases. The following representation is hereby added as a
new Section 5.28 to the Purchase Agreement: Sellers hereby represent and warrant
that the economic terms of the lease schedules to the equipment and motor
vehicle leases being assigned to Buyer pursuant to the Replacement Leases are
the same as those provided to the EMG Business prior to Closing.

         6. Retained Liabilities. Sellers confirm that they will be solely
responsible for performing or causing to be performed those repair obligations
described in the letter dated June 12, 2003 from Prime Group Realty Trust to Mr.
Steve Keller and written in reference to leased real property at 11045 Gage
Avenue in Franklin Park, Illinois. As between Sellers and Buyer, the parties
agree that all such repair obligations shall be Retained Liabilities.

         7. Nashville Racking. The Retained Assets shall include $2,100,000
worth of the Racking located at the Nashville facility and all references to
retained Nashville racking in the Specified Accounting Principles and in the
Disclosure Schedules are hereby amended accordingly.

         8. Estimated Purchase Price. Despite their dispute about whether the
Estimated Closing Net Book Value Statement and the most recent financial
statements delivered to Buyer pursuant to Section 7.17 of the Purchase Agreement
have been prepared in accordance with the Specified Accounting Principles, Buyer
and Sellers agree that the Estimated Purchase Price is $121,000,000. In light of
their disputes, Buyer and Sellers confirm that the Agreement requires the
Closing Net Book Value Statement to be prepared in accordance with the Specified
Accounting Principles and that neither the most recent financial statements
delivered to Buyer pursuant to Section 7.17 of the Purchase Agreement nor the
discussions between Buyer and Sellers concerning the Estimated Purchase Price
shall be deemed to have amended the Specified Accounting Principles.

         9. Interest on Purchase Price Adjustment. If the Purchase Price as
determined from the Closing Net Book Value Statement exceeds the Purchase Price
as determined from the Final Net Book Value Statement by more than $500,000 (the
amount of such excess being referred to as the "Excess Price") then, in addition
to their obligations, if any, under Section 3.3(h) of the Purchase Agreement,
Sellers shall pay Buyer interest on the Excess Price at the rate of 10% per
annum from the Closing Date, such payment to be made at the same time and in the
same manner as cash payments are to be made in accordance with the terms of
Section 3.3(h) of the Purchase Agreement.

         10. Baan User Licenses. Of the total of 2,010 Concurrent User Licenses
(as defined in Schedule A to that certain Software License and Support Agreement
dated December 31, 1996, as amended, by and between Echlin Inc., as licensee,
and Baan U.S.A., Inc., as licensor), 550 shall be Acquired Assets and 1460 shall
be Retained Assets.

     11. Catalyst Consent.

                  (a) Buyer acknowledges that under the Transition Services
Agreement, Seller will be providing maintenance and support for the Catalyst
software in lieu of assigning to Buyer the maintenance support schedule to the
Composite Agreement dated November 5, 1998 between Catalyst International, Inc.
("Catalyst") and Dana (together with the schedules thereto, the "Catalyst
Agreement").

                  (b) Buyer hereby waives, as a condition to Closing, obtaining
Catalyst's consent for the assignment of the maintenance support schedule of the
Catalyst Agreement and, in consideration thereof, Sellers agree that if at any
time from the Closing Date until October 31, 2003, Sellers cannot make available
to the EMG Business maintenance support services under the Transition Services
Agreement comparable to those services provided prior to the date hereof to the
EMG Business under the Catalyst Agreement, then Sellers shall provide
replacement services for Buyer from Catalyst or another supplier of maintenance
services; provided that in no event shall Sellers be required to expend more
than $196,000 to provide those replacement services.

     12. Oracle Consent.

                  (a) Buyer acknowledges that despite Sellers' performance of
their obligations under Section 7.9(b) of the Purchase Agreement, Sellers have
not been able to obtain consent for assignment to Buyer of the Oracle licenses
included in the Acquired Assets. Buyer hereby waives, as a condition to Closing,
obtaining consent for the assignment of the Oracle licenses and, in
consideration thereof, Sellers agree that if the consent of Oracle for the
assignment of the Oracle licenses is not obtained by October 31, 2003 or such
earlier date upon which Sellers become unable to provide the EMG Business with
use of the software licensed under the Oracle licenses due to the lack of
Oracle's consent for assignment, then Sellers shall provide Buyer with
replacement Oracle licenses; provided that in no event shall Sellers be required
to expend more than $300,000 for such replacement licenses.

                  (b) Buyer and Sellers agree Sellers shall have no
responsibility for obtaining consent for assignment of the licenses embedded in
the Catalyst Agreement except as provided in Section 12(a) hereof.

         13. Borgwarner License. The following covenant is hereby added as a new
Section 7.26 to the Purchase Agreement: Buyer and Borgwarner Inc. are entering
into a Trademark License Agreement dated as of July 1, 2003. Buyer agrees that
it will not amend, modify or terminate Section 2.4 or Section 3.1 of that
agreement without Dana's prior written consent.

         14. Incorporation into Purchase Agreement. The matters described in
this Amendment are intended to have been incorporated into all appropriate
sections of the Purchase Agreement and the Disclosure Schedules; e.g., any
representations made in this Amendment will be deemed to have been added to
Section 5 or 6 of the Purchase Agreement, as the case may be; any covenant made
in this Amendment will be deemed to have been added to Section 7 of the Purchase
Agreement; and Buyer will not be deemed to be assuming any Acquired Contract to
the extent that this Amendment describes or refers to Buyer's entering into a
new Contract in lieu of such assignment.

         15. References to Purchase Agreement. All references to the Purchase
Agreement in the Ancillary Agreements will be deemed to refer to the Purchase
Agreement as amended by this Amendment.

         16. No Other Amendment. Except as expressly amended hereby, the
Purchase Agreement shall remain in full force and effect.

                     (Signatures are on the following page.)

<PAGE>


                  IN WITNESS WHEREOF, Buyer and Sellers have caused this
Amendment to be executed by their duly authorized officers as of the day and
year first above written.

BUYER:

STANDARD MOTOR PRODUCTS, INC.


By:  /s/ James J. Burke
- ------------------------------------
Name:  James J. Burke
Title:  Vice President Finance, CFO

SELLERS:

DANA CORPORATION                           BWD AUTOMOTIVE CORPORATION


By:  /s/ A. Glenn Paton                    By:  /s/ A. Glenn Paton
- ------------------------------------       ------------------------------------
Name:  A. Glenn Paton                      Name:  A. Glenn Paton
Title:  Vice President and Treasurer       Title:  Vice President and Treasurer


AUTOMOTIVE CONTROLS CORP.                  RISTANCE CORPORATION


By:  /s/ A. Glenn Paton                    By:  /s/ A. Glenn Paton
- ------------------------------------       ------------------------------------
Name:  A. Glenn Paton                      Name:  A. Glenn Paton
Title:  Vice President and Treasurer       Title:  Vice President and Treasurer


PACER INDUSTRIES, INC.                     ENGINE CONTROLS DISTRIBUTION
                                           SERVICES, INC.

By:  /s/ A. Glenn Paton                    By:  /s/ A. Glenn Paton
- ------------------------------------       ------------------------------------
Name:  A. Glenn Paton                      Name:  A. Glenn Paton
                                           Title:  Vice President and Treasurer




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>ex99-2.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.2


                   STANDARD MOTOR PRODUCTS, INC. COMPLETES THE

                ACQUISITION OF DANA'S ENGINE MANAGEMENT DIVISION

     New York, NY, June 30, 2003......Standard Motor Products, Inc. (NYSE:SMP),
an automotive replacement parts manufacturer and distributor, announced today
that they have completed their previously announced acquisition of Dana
Corporation's Engine Management Division for approximately $121 million.

     Lawrence Sills, Standard Motor Products, Chairman and Chief Executive
Officer, said, "We are pleased to have completed the acquisition and are ready
to begin our integration program. This acquisition will almost double our
existing Engine Management net sales and increase overall Standard Motor
Products net sales by approximately 50%. Once the transition period is complete,
which we anticipate may take up to 18 months, we believe this acquisition will
allow us to deliver meaningful increases to our earnings and cash flow."

     "Dana's division has a long and valued history, with some of the best brand
names and most prestigious customers in the industry. We will be maintaining the
brand names and look forward to working with the customers in the months and
years ahead."

     The consideration to Dana is comprised of $90.8 million cash, a $15.1
million seller note, and $15.1 million of SMP common stock.

     James Burke, Standard Motor Products, Chief Financial Officer, said, "We
are very pleased to have successfully completed our equity offering of 5,750,000
shares of SMP stock last week for gross proceeds of $60.4 million. In addition,
on June 30 our syndicate of lenders increased our existing revolver by $80
million to $305 million. The combination of the equity offering, increased
revolver and seller financing offers SMP sufficient liquidity to amalgamate the
businesses over the next 18 months."

     The acquisition purchase price is subject to a post-closing adjustment
based upon the net book value of the acquired assets less the net book value of
the assumed liabilities as of the close of business on June 30, 2003.

     The press release does not constitute an offer of securities for sale.

     Under the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, Standard Motor Products cautions investors that any
forward-looking statements made by the company, including those that may be made
in this press release, are based on management's expectations at the time they
are made, but they are subject to risks and uncertainties that may cause actual
results, events or performance to differ materially from those contemplated by
such forward-looking statements. Among the factors that could cause actual
results, events or performance to differ materially from those risks and
uncertainties discussed in this press release, and detailed from time-to-time in
prior press releases and in the company's filings with the Securities and
Exchange Commission, including the company's annual report on Form 10-K and
quarterly reports on Form 10-Q. By making these forward-looking statements,
Standard Motor Products undertakes no obligation or intention to update these
statements after the date of this release.


                                      # # #



<PAGE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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