UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
Standard Motor Products, Inc.
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(Name of Issuer)
Common Stock, par value $2.00 per share
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(Title of Class of Securities)
853666105
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(CUSIP Number)
David N. Oakey, Esq.
McGuire Woods LLP
One James Center
901 East Cary Street
Richmond, Virginia 23219-4030
(804) 775-1000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 20, 1999
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|_|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
(Page 1 of 8 Pages)
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CUSIP NO. 853666105 SCHEDULE 13D PAGE 2 OF 8 PAGES
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1 NAME OF REPORTING PERSONS
Susan F. Davis
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO; PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
195,936
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NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY 750,317
OWNED BY
EACH REPORTING
PERSON WITH
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9 SOLE DISPOSITIVE POWER
195,936
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10 SHARED DISPOSITIVE POWER
750,317
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
946,253 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 853666105 SCHEDULE 13D PAGE 3 OF 8 PAGES
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1 NAME OF REPORTING PERSONS
Arthur D. Davis
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO; PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
481,745
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NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY 732,797
OWNED BY
EACH REPORTING
PERSON WITH
-------- ---------------------------------------
9 SOLE DISPOSITIVE POWER
481,745
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10 SHARED DISPOSITIVE POWER
732,797
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,214,542 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 853666105 SCHEDULE 13D PAGE 4 OF 8 PAGES
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to shares of Common Stock, par value $2.00
per share (the "Common Stock"), of Standard Motor Products, Inc., a New York
corporation (the "Issuer"). The Issuer's principal executive offices are located
at 37-18 Northern Boulevard, Long Island City, New York 11101.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed jointly by (a) Arthur D. Davis, who is a
citizen of the United States of America, and (b) Susan F. Davis, who is a
citizen of the United States of America (collectively, the "Reporting Persons").
Each of the Reporting Persons is currently retired and has an address of 37-18
Northern Boulevard, Long Island City, New York 11101.
During the last five years, neither Reporting Person has (a) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (b) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which either person
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
SUSAN F. DAVIS:
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(a) On May 20, 1999, Susan F. Davis was the beneficial owner of an
aggregate of 659,953 shares of Common Stock as described below, which amount
comprised 5.0% of the outstanding shares of Common Stock of the Issuer on such
date.
On May 20, 1999, Ms. Davis was appointed a co-trustee of a trust in
which she shared voting and dispositive power of 160,517 shares of Common Stock.
In addition, as of May 20, 1999, Ms. Davis directly owned (i) 467,836 shares of
Common Stock, which she previously acquired without consideration either (A) as
gifts or (B) pursuant to the distribution of trusts in which she was a
beneficiary or (C) pursuant to the distribution of the estate of a family
member, and (ii) 31,600 shares of Common Stock, which she beneficially owned as
the custodian of a custodial account for the benefit of her children.
(b) On May 18, 2000, Ms. Davis was the beneficial owner of an aggregate
of 851,673 shares of Common Stock as described below, which amount comprised
6.6% of the outstanding shares of Common Stock of the Issuer on such date.
On May 18, 2000, Ms. Davis was appointed the executor of a family
member's estate in which she shared voting and dispositive power of 194,520
shares of Common Stock. In addition, as of May 18, 2000, Ms. Davis directly
owned (i) 465,036 shares of Common Stock (a decrease of 2,800 shares over the
prior year as she gifted shares to her children), (ii) 31,600 shares of Common
Stock, which she beneficially owned as the custodian of a custodial account for
the benefit of her children, and (iii) 160,517 shares of Common Stock, which she
beneficially owned as a co-trustee to several trusts in which she shared voting
and dispositive power.
(c) On May 17, 2001, Ms. Davis was the beneficial owner of an aggregate
of 377,473 shares of Common Stock as described below, which amount comprised
3.0% of the outstanding shares of Common Stock of the Issuer on such date.
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CUSIP NO. 853666105 SCHEDULE 13D PAGE 5 OF 8 PAGES
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As of May 17, 2000, Ms. Davis directly owned (i) 98,236 shares of
Common Stock (a decrease of 366,800 shares over the prior year as she gifted
shares to her children), (ii) 31,600 shares of Common Stock, which she
beneficially owned as the custodian of a custodial account for the benefit of
her children, (iii) 155,658 shares of Common Stock (a decrease of 4,859 shares
as a result of a family estate being closed and the shares reallocated to family
trusts), which she beneficially owned as a co-trustee to several trusts in which
she shared voting and dispositive power, and (iv) 91,979 shares of Common Stock,
which she beneficially owned as the trustee of a trust in which she had sole
voting and dispositive power.
(d) On May 22, 2003, Ms. Davis was the beneficial owner of an aggregate
of 972,261 shares of Common Stock as described below, which amount comprised
7.8% of the outstanding shares of Common Stock of the Issuer on such date.
As of May 22, 2003, Ms. Davis directly owned (i) 146,957 shares of
Common Stock (an increase of 48,721 shares over the prior year which shares she
acquired from a family trust which closed and shares distributed), (ii) 577,022
shares of Common Stock (an increase of 329,385 shares as a result of as a result
of family trusts being closed and the shares reallocated), which she
beneficially owned as a co-trustee to several trusts in which she shared voting
and dispositive power, (iii) 91,979 shares of Common Stock, which she
beneficially owned as the trustee of a trust in which she had sole voting and
dispositive power, (iv) 104,063 shares of Common Stock due to her being elected
as a director and officer of a family foundation in which she shared voting and
dispositive power, and (v) as a co-trustee of a family trust purchased in the
open market debentures, which debentures are convertible into 52,240 shares of
Common Stock, for $990,030 cash.
(e) On December 31, 2004, Ms. Davis was the beneficial owner of an
aggregate of 946,253 shares of Common Stock as described below, which amount
comprised 4.8% of the outstanding shares of Common Stock of the Issuer on such
date.
On December 31, 2004, Ms. Davis directly owned (i) 103,957 shares of
Common Stock (a decrease of 43,000 shares as she sold these shares to the estate
of a family member on June 17, 2004 at $14 per share), (ii) 594,014 shares of
Common Stock, which she beneficially owned as a co-trustee to several trusts in
which she shared voting and dispositive power, (iii) 91,979 shares of Common
Stock, which she beneficially owned as the trustee of a trust in which she had
sole voting and dispositive power, (iv) 104,063 shares of Common Stock due to
her status as a director and officer of a family foundation in which she shared
voting and dispositive power, and (v) 52,240 shares of Common Stock underlying
debentures which are convertible into shares of Common Stock.
ARTHUR D. DAVIS:
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(a) On May 17, 2001, Arthur D. Davis was the beneficial owner of an
aggregate of 787,413 shares of Common Stock as described below, which amount
comprised 6.3% of the outstanding shares of Common Stock of the Issuer on such
date.
On May 17, 2001, Mr. Davis was appointed a co-trustee to several trusts
in which he shared voting and dispositive power of 247,637 shares of Common
Stock. In addition, as of May 17, 2001, Mr. Davis directly owned (i) 87,369
shares of Common Stock, which shares he previously acquired for cash by
purchasing in the open market and through the exercise of stock options of the
Issuer, and (ii) 452,407 shares of Common Stock, which he beneficially owned as
the sole trustee for several trusts of his children.
(b) On May 23, 2002, Mr. Davis was the beneficial owner of an aggregate
of 797,413 shares of Common Stock as described below, which amount comprised
6.4% of the outstanding shares of Common Stock of the Issuer on such date.
On May 23, 2002, Mr. Davis directly owned 87,369 shares of Common
Stock. In addition, as of May 23, 2002, Mr. Davis directly owned (i) 247,637
shares of Common Stock, which he beneficially owned as a co-trustee to several
trusts in which he shared voting and dispositive power, (ii) 452,407 shares of
Common Stock, which he beneficially owned as the sole trustee for several trusts
of his children, and (iii) 10,000 shares of Common Stock underlying stock
options of the Issuer.
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CUSIP NO. 853666105 SCHEDULE 13D PAGE 6 OF 8 PAGES
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(c) On May 22, 2003, Mr. Davis was the beneficial owner of an aggregate
of 1,309,564 shares of Common Stock as described below, which amount comprised
10.4% of the outstanding shares of Common Stock of the Issuer on such date.
On May 22, 2003, Mr. Davis (i) purchased in the open market debentures,
which debentures are convertible into 1,287 shares of Common Stock, for $25,580
cash and (ii) as a co-trustee of a family trust purchased in the open market
debentures, which debentures are convertible into 52,240 shares of Common Stock,
for $990,030 cash.
In addition as of May 22, 2003, Mr. Davis directly owned (i) 87,369
shares of Common Stock, (ii) 727,657 shares of Common Stock (an increase of
381,785 shares as various family trusts were closed and shares reallocated),
which he beneficially owned as a co-trustee to several trusts in which he shared
voting and dispositive power, (iii) 420,982 shares of Common Stock (a decrease
of 31,425 shares as a children's trust was closed and shares reallocated), which
he beneficially owned as the sole trustee for several trusts of his children,
(iv) 29 shares of Common Stock pursuant to an award under the Issuer's Employee
Stock Ownership Plan (ESOP), and (v) 20,000 shares of Common Stock underlying
stock options of the Issuer.
(d) On December 31, 2004, Mr. Davis was the beneficial owner of an
aggregate of 1,214,542 shares of Common Stock as described below, which amount
comprised 6.1% of the outstanding shares of Common Stock of the Issuer on such
date.
On December 31, 2004, Mr. Davis directly owned 120,369 shares of Common
Stock (a net increase of 33,000 shares reflecting his exercise of stock options
on November 22, 2004 at $6.5625 per share and the sale to an estate of a family
member of 17,000 shares on June 17, 2004 at $14 per share). In addition as of
December 31, 2004, the Reporting Person directly owned (i) 680,557 shares of
Common Stock, which he beneficially owned as a co-trustee to several trusts in
which he shared voting and dispositive power, (ii) 360,000 shares of Common
Stock which he beneficially owned as the sole trustee for several trusts of his
children, (iii) 89 shares of Common Stock (an increase of 60 over the previously
reported amount) under the Issuer's Employee Stock Ownership Plan (ESOP), (iv)
1,287 shares of Common Stock underlying debentures , and (v) 52,240 shares of
Common Stock underlying debentures which he beneficially owned as a co-trustee
on a family trust.
ITEM 4. PURPOSE OF TRANSACTION.
The events that required the filing of this Schedule 13D were (a) the
appointment of the Reporting Persons as a trustee of several trusts and the
acquisition of such trusts of additional shares of Common Stock, (b) the
acquisition of debentures which are convertible into Common Stock by the
Reporting Persons, (c) the election of Susan F. Davis as a director and officer
of a family foundation, and (d) the appointment of Ms. Davis as an executor of a
family member's estate. All of the shares of Common Stock discussed herein are
being held for investment purposes.
The Reporting Persons may acquire additional shares of Common Stock in
the future. Further, the Reporting Persons expect to evaluate on an ongoing
basis the Issuer's financial condition, business operations and prospects,
market price of the shares of Common Stock, conditions in securities markets
generally, general economic and industry conditions, liquidity needs,
alternative investment opportunities and other factors. Accordingly, the
Reporting Persons reserve the right to change their plans and intentions at any
time, as they deem appropriate. In particular, the Reporting Persons may at any
time and from time to time acquire additional shares of Common Stock or
securities convertible or exchangeable for shares of Common Stock or may dispose
of shares of Common Stock. Any such transactions may be effected at any time and
from time to time subject to any applicable limitations of the Securities Act of
1933, as amended. If the Reporting Persons engage in any such transaction, the
Reporting Persons may determine to retain some portion of the shares of Common
Stock as an investment.
Other than as set forth herein, the Reporting Persons do not have any
present plans or proposals that relate to or would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
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CUSIP NO. 853666105 SCHEDULE 13D PAGE 7 OF 8 PAGES
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
SUSAN F. DAVIS:
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Susan F. Davis is currently the beneficial owner of an aggregate of
946,253 shares of Common Stock, which comprise 4.8% of the outstanding shares of
Common Stock of the Issuer. Ms. Davis has sole power to vote, or to direct the
voting of, and sole power to dispose, or direct the disposition of, 195,936
shares of Common Stock. In addition, Ms. Davis has shared power to vote, or to
direct the voting of, and shared power to dispose, or direct the disposition of,
750,317 shares of Common Stock. Ms. Davis may be deemed to share beneficial
ownership of the shares beneficially owned by her spouse, Arthur D. Davis;
however, she expressly disclaims such beneficial ownership except with respect
to the 634,562 shares held by trusts for which she and Mr. Davis serve as
co-trustees.
Ms. Davis shares voting and dispositive power with Marilyn Fife Cragin
and John Cragin, each of whom is a citizen of the United States of America and
has an address of 37-18 Northern Boulevard, Long Island City, New York 11101,
and with Arthur D. Davis. John Cragin is the Director of HCAP (which manages
programs for the uninsured) at Boston Medical Center in Boston, Massachusetts
and Marilyn Fife Cragin is an independent consultant. During the last five
years, neither Marilyn Fife Cragin nor John Cragin has (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he or she was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws. Mr. Davis' citizenship, address,
occupation and other information are set forth in Item 2 above.
ARTHUR D. DAVIS:
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Arthur D. Davis is currently the beneficial owner of an aggregate of 1,214,542
shares of Common Stock, which comprise 6.1% of the outstanding shares of Common
Stock of the Issuer. Mr. Davis has sole power to vote, or to direct the voting
of, and sole power to dispose, or direct the disposition of, 481,745 shares of
Common Stock. In addition, Mr. Davis has shared power to vote, or to direct the
voting of, and shared power to dispose, or direct the disposition of, 732,797
shares of Common Stock. Mr. Davis may be deemed to share beneficial ownership of
the shares beneficially owned by his spouse, Susan F. Davis: however, he
expressly disclaims such beneficial ownership except with respect to the 634,562
shares held by trusts for which he and Ms. Davis serve as co-trustees.
Mr. Davis shares voting and dispositive power with Marilyn Fife Cragin,
John Cragin and Susan F. Davis. Ms. Cragin's and Mr. Cragin's citizenship,
address, occupation and other information are set forth in Item 5 hereof. Ms.
Davis' citizenship, address, occupation and other information are set forth in
Item 2 above.
No person other than the Reporting Persons has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of the shares of Common Stock beneficially owned by such Reporting Person. There
have been no transactions in shares of Common Stock effected during the past 60
days by the Reporting Persons.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as otherwise described in this Schedule 13D, there are at
present no other contracts, arrangements, understandings or relationships (legal
or otherwise) between any of the Reporting Persons and any other person with
respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A Joint Filing Agreement.
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CUSIP NO. 853666105 SCHEDULE 13D PAGE 8 OF 8 PAGES
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: February 24, 2005
By: /S/ ARTHUR D. DAVIS
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Name: Arthur D. Davis
By: /S/ SUSAN F. DAVIS
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Name: Susan F. Davis