Total pages included - 13 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2001 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.) P.O. Box 188, One Technology Drive, Rogers, Connecticut 06263-0188 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (860) 774-9605 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 period 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 The number of shares outstanding of the Registrant's classes of common stock as of October 28, 2001: Capital Stock, $1 Par Value-15,696,418 shares -1-
ROGERS CORPORATION AND SUBSIDIARIES FORM 10-Q September 30, 2001 INDEX Page No. PART I--FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited): Consolidated Statements of Income-- Three Months and Nine Months Ended September 30, 2001 and October 1, 2000 3 Consolidated Balance Sheets-- September 30, 2001 and December 31, 2000 4-5 Consolidated Statements of Cash Flows-- Nine Months Ended September 30, 2001 and October 1, 2000 6 Supplementary Notes 7-10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10-12 PART II--OTHER INFORMATION Item 1. Legal Proceedings 13 Item 6. Reports on Form 8-K 13 SIGNATURES 13 -2-
PART I - FINANCIAL INFORMATION ITEM I. FINANCIAL STATEMENTS ROGERS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Dollars in Thousands Except for Per Share Amounts) Three Months Ended: Nine Months Ended: ------------------------- -------------------------- September 30, October 1, September 30, October 1, 2001 2000 2001 2000 ------------- ---------- ------------- ---------- Net Sales $ 51,031 $ 62,357 $ 167,943 $ 187,263 Cost of Sales 35,239 41,662 115,696 125,349 Selling and Administrative Expenses 9,591 10,026 29,648 29,920 Acquisition/Restructuring Costs -- -- 1,995 -- Research and Development Expenses 3,333 2,942 9,423 9,117 --------- -------- -------- -------- Total Costs and Expenses 48,163 54,630 156,762 164,386 --------- -------- -------- -------- Operating Income 2,868 7,727 11,181 22,877 Other Income less Other Charges 1,663 1,938 5,532 3,996 Interest Income, Net 68 104 193 290 --------- --------- --------- --------- Income Before Income Taxes 4,599 9,769 16,906 27,163 Income Taxes: Federal and Foreign 1,339 2,735 4,908 7,606 State 41 98 164 271 --------- --------- --------- --------- Net Income $ 3,219 $ 6,936 $ 11,834 $ 19,286 ========= ========= ========= ========= Net Income Per Share (Note G): Basic $ 0.21 $ 0.46 $ 0.78 $ 1.30 ========= ========= ========= ========= Diluted $ 0.20 $ 0.44 $ 0.74 $ 1.22 ========= ========= ========= ========= Shares Used in Computing (Note E): Basic 15,299,000 14,955,000 15,240,000 14,832,000 ========== ========== ========== ========== Diluted 15,885,000 15,830,000 15,917,000 15,807,000 ========== ========== ========== ========== The accompanying notes are an integral part of the consolidated financial statements. -3-
ROGERS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS (Dollars in Thousands) September 30, 2001 December 31, 2000 ------------------ ----------------- Current Assets: Cash and Cash Equivalents $ 18,287 $ 10,100 Accounts Receivable, Net 29,509 35,067 Accounts Receivable, Joint Ventures 6,869 11,198 Inventories: Raw Materials 11,850 12,702 In-Process and Finished 15,680 17,721 ---------- ---------- Total Inventories 27,530 30,423 Current Deferred Income Taxes 5,000 5,000 Other Current Assets 1,165 1,061 ---------- ---------- Total Current Assets 88,360 92,849 ---------- ---------- Property, Plant and Equipment, Net of Accumulated Depreciation of $88,446 and $78,319 95,894 94,199 Investment in Unconsolidated Joint Ventures 15,017 11,577 Pension Asset 6,407 6,407 Goodwill and Other Intangibles, Net 13,729 14,068 Other Assets 2,260 2,414 ---------- ---------- Total Assets $ 221,667 $ 221,514 ========== ========== The accompanying notes are an integral part of the consolidated financial statements. -4-
ROGERS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - CONTINUED LIABILITIES AND SHAREHOLDERS' EQUITY (Dollars in Thousands) September 30, 2001 December 31, 2000 ------------------ ----------------- Current Liabilities: Accounts Payable $ 11,199 $ 12,418 Accrued Employee Benefits and Compensation 8,586 12,830 Accrued Income Taxes Payable 9,027 5,554 Taxes, Other than Federal and Foreign Income 648 1,643 Other Accrued Liabilities 6,088 6,300 ---------- ---------- Total Current Liabilities 35,548 38,745 ---------- ---------- Long-Term Debt -- 9,116 Noncurrent Deferred Income Taxes 8,587 8,626 Noncurrent Pension Liability 9,676 9,676 Noncurrent Retiree Health Care and Life Insurance Benefits 5,990 5,990 Other Long-Term Liabilities 3,602 3,548 Shareholders' Equity: Capital Stock, $1 Par Value: Authorized Shares 50,000,000; Issued Shares 15,668,362 and 15,485,570 15,668 15,486 Additional Paid-In Capital 32,684 32,262 Treasury Stock (382,900 shares) (13,436) (13,436) Accumulated Other Comprehensive Loss (1,556) (2,203) Retained Earnings 124,904 113,704 ---------- ---------- Total Shareholders' Equity 158,264 145,813 ---------- ---------- Total Liabilities and Shareholders' Equity $ 221,667 $ 221,514 ========== ========== The accompanying notes are an integral part of the consolidated financial statements. -5-
ROGERS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in Thousands) Nine Months Ended: -------------------------- September 30, October 1, 2001 2000 ------------- ----------- CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES: Net Income $ 11,834 $ 19,286 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation and Amortization 10,958 9,615 Expense for Deferred Income Taxes -- 13 Equity in Undistributed (Income) of Unconsolidated Joint Ventures, Net (1,965) (2,724) Loss on Disposition of Assets -- 333 Noncurrent Pension and Postretirement Benefits 294 78 Other, Net (166) 202 Changes in Operating Assets and Liabilities: Accounts Receivable 5,228 (7,388) Accounts Receivable - Joint Ventures 4,329 (4,986) Inventories 2,786 (5,726) Other Current Assets (111) (587) Accounts Payable and Accrued Expenses (2,959) 6,549 ---------- ---------- Net Cash Provided by Operating Activities 30,228 14,665 CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES: Capital Expenditures (12,168) (18,633) Investment in Unconsolidated Joint Ventures and Affiliates (1,495) 834 ---------- ---------- Net Cash (Used in) Investing Activities (13,663) (17,799) CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES: Proceeds from Short and Long-Term Borrowings 66 1,604 Repayments of Debt Principal (9,116) (1,685) Proceeds from Sale of Capital Stock 268 368 ---------- ---------- Net Cash Provided by (Used in) Financing Activities (8,782) 287 Effect of Exchange Rate Changes on Cash 404 646 ---------- ---------- Net (Decrease) Increase in Cash and Cash Equivalents 8,187 (2,201) Cash and Cash Equivalents at Beginning of Year 10,100 9,955 ---------- ---------- Cash and Cash Equivalents at End of Quarter $ 18,287 $ 7,754 ========== ========== The accompanying notes are an integral part of the consolidated financial statements. -6-
ROGERS CORPORATION AND SUBSIDIARIES SUPPLEMENTARY NOTES A. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the audited consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the fiscal year ended December 31, 2000. B. Interest paid during the first nine months of 2001 and 2000 was $574,000 and $683,000, respectively. C. Income taxes paid were $497,000 and $554,000 in the first nine months of 2001 and 2000, respectively. D. The components of comprehensive income, net of related tax, are as follows: Three Months Ended: Nine Months Ended: ------------------------- ------------------------- (Dollars In Thousands) September 30, October 1, September 30, October 1, 2001 2000 2001 2000 ------------------------------------------------------ Net income $ 3,219 $ 6,936 $ 11,834 $ 19,286 Foreign currency translation adjustments 2,103 (732) 647 (1,268) ------------------------- ------------------------- Comprehensive income $ 5,322 $ 6,204 $ 12,481 $ 18,018 ========================= ========================= Accumulated balances related to each component of Other Comprehensive Income (Loss) are as follows: September 30, 2001 December 31, 2000 ------------------ ----------------- Foreign currency translation adjustments $ 313 $ (334) Change in minimum pension liability (1,869) (1,869) -------- -------- $(1,556) $(2,203) ======== ======== -7-
SUPPLEMENTARY NOTES, CONTINUED E. The following table sets forth the computation of basic and diluted earnings per share in conformity with Statement of Financial Accounting Standards No. 128, "Earnings per Share": Three Months Ended: Nine Months Ended: (In Thousands, Except --------------------------- -------------------------- Per Share Amounts) September 30, October 1, September 30, October 1, 2001 2000 2001 2000 --------------------------- -------------------------- Numerator: Net income $ 3,219 $ 6,936 $ 11,834 $ 19,286 Denominator: Denominator for basic earnings per share - Weighted-average shares 15,299 14,955 15,240 14,832 Effect of stock options 586 875 677 975 --------------------------- --------------------------- Denominator for diluted earnings per share - adjusted weighted-average shares and assumed conversions 15,885 15,830 15,917 15,807 =========================== =========================== Basic earnings per share $ 0.21 $ 0.46 $ 0.78 $ 1.30 ============================ ========================== Diluted earnings per share $ 0.20 $ 0.44 $ 0.74 $ 1.22 ============================ ========================== F. Segment information has been prepared in accordance with Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (FAS) No. 131, "Disclosures about Segments of an Enterprise and Related Information." Certain reclassifications were made in 2000 to reflect the way that the business segments are viewed by top management and the Board of Directors. The prior year information presented has been restated to reflect these reclassifications. The quarterly information required by FAS No. 131 is presented below. (In Millions) High Printed Polymer Performance Circuit Materials & Total Foams Materials Componenets ---------------------------------------------------------------------------- Three months ended September 30, 2001 Net Sales $12.3 $20.2 $18.5 $51.0 Operating Income 1.1 1.2 0.6 2.9 Three months ended October 1, 2000 Net Sales $15.1 $26.2 $21.1 $62.4 Operating Income 3.3 3.0 1.4 7.7 Nine months ended September 30, 2001 Net Sales $38.1 $69.0 $60.8 $167.9 Operating Income 3.3 5.7 2.2 11.2 Nine months ended October 1, 2000 Net Sales $44.5 $74.8 $68.0 $187.3 Operating Income 9.0 9.7 4.2 22.9 Inter-segment sales, which are generally priced with reference to costs or prevailing market prices, are not material in relation to consolidated net sales and have been eliminated from the sales data in the previous tables. -8-
SUPPLEMENTARY NOTES, CONTINUED G. The Company is subject to federal, state, and local laws and regulations concerning the environment and is currently engaged in proceedings involving a number of sites under these laws, as a participant in a group of potentially responsible parties (PRPs). The Company is currently involved as a PRP in two cases involving waste disposal sites, both of which are Superfund sites. These proceedings are at an early stage and it is impossible to estimate the cost of remediation, the timing and extent of remedial action which may be required by governmental authorities, and the amount of liability, if any, of the Company alone or in relation to that of any other PRPs. The Company also has been seeking to identify insurance coverage with respect to these matters. Where it has been possible to make a reasonable estimate of the Company's liability, a provision has been established. Insurance proceeds have only been taken into account when they have been confirmed by or received from an insurance company. Actual costs to be incurred in future periods may vary from these estimates. Based on facts presently known to it, the Company does not believe that the outcome of these proceedings will have a material adverse effect on its financial position. In addition to the above proceedings, the Company has been actively working with the Connecticut Department of Environmental Protection (CT DEP) related to certain polychlorinated biphenyl (PCB) contamination in the soil beneath a section of cement flooring at its Woodstock, Connecticut facility. The Company completed clean-up efforts in 2000 and will be continually monitoring the site for the next several years. On the basis of estimates prepared by environmental engineers and consultants, the Company recorded a provision of approximately $1,600,000 prior to 1998, and based on updated estimates provided an additional $600,000 in 1998 and $400,000 in 1999 for costs related to this matter. Prior to 1998, $700,000 was charged against this provision. In 1998, 1999, and 2000, expenses of $200,000, $400,000, and $900,000 were charged, respectively against the provision. The amount charged during the first nine months of 2001 was $100,000. The remaining amount in the reserve is primarily for testing, monitoring, sampling and any minor residual treatment activity. Management believes, based on facts currently available, that the balance of this provision is adequate to complete the project. In this same matter the United States Environmental Protection Agency (EPA) has alleged that the Company improperly disposed of PCBs. An administrative law judge found the Company liable for this alleged disposal and assessed a penalty of approximately $300,000. The Company reflected this fine in expense in 1998 but disputes the EPA allegations and has appealed the administrative law judge's findings and penalty assessment. The original findings were upheld internally by the EPA's Environmental Appeals Board, and the Company has now placed that decision on appeal with the District of Columbia Federal Court of Appeals. The Company has not had any material recurring costs and capital expenditures relating to environmental matters, except as specifically described in the preceding statements. -9-
SUPPLEMENTARY NOTES, CONTINUED H. On August 17, 2000, the Board of Directors authorized the Company to repurchase up to $2.0 million of its common stock. No shares have been repurchased pursuant to this authority. I. On February 7, 2001, the Company entered into a definitive agreement to purchase the Advanced Dielectric Division (ADD) of Tonoga, Inc. (commonly known as Taconic), which operates facilities in Petersburgh, New York and Mullingar, Ireland. On May 11, 2001, the Company announced that active discussions with Taconic to acquire the ADD business had been suspended and it was not anticipated that the acquisition would occur. Accordingly, $1.5 million in costs associated with this potential acquisition were written off during the second quarter. On October 23, 2001, the Company terminated the acquisition agreement. On October 24, 2001, a breach of contract lawsuit was filed against the Company in the United States District Court for the District of Connecticut seeking damages in the amount of $25 million or more, as well as specific performance and attorneys' fees (Tonoga, Ltd., d/b/a Taconic Plastics Ltd., Tonoga, Inc., Andrew G. Russell, and James M. Russell v. Rogers Corporation). The complaint alleges that the Company breached its agreement to purchase Taconic's Advanced Dielectric Division. The Company believes that several conditions precedent to a closing contained in the relevant agreement were not satisfied by Taconic, and that the litigation is without merit. The Company intends to vigorously defend the lawsuit. J. Other income less other charges was $5.5 million in the first nine months of 2001 compared to $4.0 million in the same period in 2000. The increase is primarily due to the performance of Rogers joint ventures, particularly Polyimide Laminate Systems, LLC (PLS) and Rogers Inoac Corporation (RIC) and higher royalty income. K. In the second quarter of 2001, the Company incurred a restructuring charge in the amount of $500,000. This amount primarily consists of $300,000 in severance benefits for the termination of 20 employees in the Printed Circuit Materials segment and $200,000 in costs associated with the merging of two business units within the segment. All 20 of these employees were terminated during the second quarter and $150,000 of this charge remains accrued at September 30, 2001. L. In June 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141, Business Combinations, and No. 142, Goodwill and Other Intangible Assets, effective for fiscal years beginning after December 15, 2001. Under the new rules, goodwill (and intangible assets deemed to have indefinite lives) will no longer be amortized but will be subject to annual impairment tests in accordance with the Statements. Other intangible assets will continue to be amortized over their useful lives. The Company will apply the new rules on accounting for goodwill and other intangible assets beginning in the first quarter of 2002. Application of the Provisions of the Statements is not expected to have a material impact. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Net sales of $51.0 million in the third quarter and $167.9 million for the first nine months of 2001 were down 18% and 10%, respectively, from the comparable periods in 2000. Combined Sales which include one-half of the sales from three of Rogers 50% owned joint ventures, were $65.7 million for the quarter and $211.8 million for the first nine months, down 17% and 10%, respectively, over the -10-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED same periods in 2000. Along with a normal seasonally slower third quarter, the decrease in sales is primarily attributable to the widespread slowdown in wireless communications and the general downturn in the overall global economy. High Performance Foam sales were $12.3 million and $38.1 million for this year's third quarter and first nine months, down 18% and 14%, respectively from the comparable periods in 2000. Although foam revenues continue to be soft, sales of these materials into cellular phone handsets have begun to rebound with the elimination of the inventory overhang that was present throughout the first half of the year. Sales of both urethane and silicone foams were up slightly over last quarter. Sales of Printed Circuit Materials for the third quarter and first nine months totaled $20.2 million and $69.0 million, respectively, a decrease of 23% and a decrease of 8% compared to the third quarter and first nine months of 2000. While sales into the wireless area in general are significantly lower than during 2000, certain segments of the market are beginning to see signs of recovery that should favorably impact the Company long term. Rogers continues to benefit from penetration into new applications and new design wins for both flexible and high-frequency laminates. In May, the Company merged two of its operating units within this segment, a move that is expected to save in excess of $1.0 million annually. Sales of Polymer Materials and Components were $18.5 million and $60.8 million, respectively for the third quarter and first nine months of 2001, a decrease of 12% and 11%, respectively, from the comparable 2000 periods. Sales to the transportation and imaging markets remain weak. Profits and earnings per share for the third quarter and the first nine months of 2001 were down from the comparable periods of 2000. Compared with the third quarter and first nine months of last year, earnings decreased by 54% and 39%, respectively, to $3.2 million and $11.8 million. These decreases reflected a one-time pre-tax charge of $2.0 million in the second quarter of 2001. Without this charge, the Company's earnings would have been $13.1 million for the first nine months. Diluted earnings per share for the third quarter were $0.20, down from the $0.44 earned in the third quarter of 2000. For the first nine months of 2001, diluted earnings per share were $0.74 after the $0.09 per share one-time pre-tax charge, down from the $1.22 earned in the first nine months of 2000. Manufacturing profit as a percentage of sales in the first nine months of 2001 and 2000 was 31% and 33%, respectively. This decrease continues the trend of the first and second quarters and can be attributed to the lower sales volumes caused by the slowdown in wireless communications, transportation and imaging markets, along with the general downturn in the overall global economy. Selling and administrative expenses for the third quarter and first nine months of 2001 decreased slightly in total dollars and increased as a percentage of sales. The increase in percentage of sales is primarily due to the cost of added salaried employees during 2000, and the decreased sales volume experienced by the Company. Acquisition/Restructuring costs for the first nine months of 2001 were $2.0 million. These expenses are new for this year and are attributed to the terminated Taconic acquisition and the merging of two business units within the Company's Printed Circuit Materials segment. This amount primarily consists of $300,000 in severance benefits and $200,000 in costs associated with the merging of business units and $1.5 million for the terminated Taconic acquisition. -11-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED Research and development expenses of $9.4 million for the first nine months of 2001 were up slightly from the $9.1 million incurred in the first nine months of 2000. The slight increase is due to the costs of technical employees added during 2000. Net interest income for 2001 remained about the same as the comparable period in 2000. Other income was $5.5 million in the first nine months of 2001 compared to $4.0 million in the comparable period in 2000. The increase is due to the performance of the PLS and RIC joint ventures and higher royalty income, offset partially by lower joint venture income from Durel. On June 28, 2001, Durel Corporation, the Company's 50% owned joint venture with 3M, was informed that the patent infringement lawsuit it filed against Osram Sylvania Inc., which had been decided in Durel's favor in February 2000, had been reversed by the U.S. Court of Appeals. Durel does not anticipate that this judgment will have any substantive effect on its business now or in the future. Net cash provided by operating activities in the first nine months of 2001 totaled $30.8 million. This compares with $14.7 million provided by operations for the comparable 2000 period. This difference is primarily attributable to lower accounts receivable and inventory levels offset by lower accounts payable, accrued expenses and net income. In 2001, investments in capital equipment totaled $12.2 million in the first nine months and are expected to approach $20.1 million for the year. In 2000, capital expenditures in the first nine months were $18.6 million and they finished at $22.7 million for the year. Despite the economic climate, Rogers is continuing to invest in its long-term future. Work is proceeding as planned on the Ghent high-frequency circuit laminate facility and it should begin making material for customer qualification soon. The Rogers Chang Chun Technology building in Taiwan is now complete. The equipment for this new joint venture facility has arrived and is being installed. Startup for this plant, that will produce flexible circuit laminates for the Taiwanese market, is still planned for late this fall. Management believes that in the near term internally generated funds plus available lines of credit will be sufficient to meet the regular needs of the business. The Company currently has an unsecured multi-currency revolving credit agreement with two domestic banks and can borrow up to $75 million, or the equivalent in certain other foreign currencies. The borrowing at July 1, 2001 was for 390.2 million Belgian francs ($9.1 million) and the interest rate on the loan was 5.07%. However, as U.S. interest rates dropped below the rate where Rogers could earn more on invested cash than it paid in interest on the loan, and considering the strong U.S. dollar, the decision was made to pay off the debt of approximately $9.1 million at the beginning of the third quarter. During the third quarter of 2001 there were no material developments relative to environmental matters or other contingencies. Refer to Note G; however as explained in Note I on October 24, 2001, a lawsuit was filed against the Company relative to the termination of an acquisition. Statements in this report that are not strictly historical may be deemed to be "forward-looking" statements which should be considered as subject to the many uncertainties that exist in the Company's operations and environment. These uncertainties, which include economic conditions, market demand and pricing, competitive and cost factors, rapid technological change, new product introductions, and the like, are incorporated by reference in the Rogers Corporation 2000 Form 10-K filed with the Securities and Exchange Commission. Such factors could cause actual results to differ materially from those in the forward-looking statements. -12- PART II - OTHER INFORMATION Item 1. Legal Proceedings On October 24, 2001, a breach of contract lawsuit was filed against the Company in the United States District Court for the District of Connecticut seeking damages in the amount of $25 million or more, as well as specific performance and attorneys' fees (Tonoga, Ltd., d/b/a Taconic Plastics Ltd., Tonoga, Inc., Andrew G. Russell, and James M. Russell v. Rogers Corporation). The complaint alleges that the Company breached its agreement to purchase Taconic's Advanced Dielectric Division. The Company believes that several conditions precedent to a closing contained in the relevant agreement were not satisfied by Taconic, and that the litigation is without merit. The Company intends to vigorously defend the lawsuit. Item 6. Exhibits and Reports on Form 8-K (a) List of Exhibits: none (b) There were no reports on Form 8-K filed for the three months ended September 30, 2001. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ROGERS CORPORATION (Registrant) /S/ FRANK H. ROLAND ---------------------- Frank H. Roland Vice President, Finance and Chief Financial Officer Dated: November 13, 2001 -13-