As filed with the Securities and Exchange Commission on May 3, 2005

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

COOPER-STANDARD AUTOMOTIVE INC.

(Exact name of registrant as specified in its charter)

SEE TABLE OF ADDITIONAL REGISTRANTS


Ohio	3714	34-0549970
(State of Incorporation)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

39550 Orchard Hill Place Drive
Novi, Michigan 48375
(248) 596-5900

(Address, including zip code, and telephone number, including area code, of registrants' principal executive offices)

Timothy W. Hefferon, Esq.
General Counsel
c/o Cooper-Standard Automotive Inc.
39550 Orchard Hill Place Drive
Novi, Michigan 48375
(248) 596-5900

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:
Vincent Pagano Jr., Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000

Approximate date of commencement of proposed exchange offer: As soon as practicable after this registration statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities to be Registered	Amount to be Registered			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee
7% Senior Notes due 2012.		(1	)		(1	)		(1	)
8 3/8% Senior Subordinated Notes due 2014		(1	)		(1	)		(1	)
Guarantees of 7% Senior Notes due 2012 (2)		(1	)		(1	)		(1	)
Guarantees of 8 3/8% Senior Subordinated Notes due 2014 (2)		(1	)		(1	)		(1	)


(1)	An indeterminate amount of securities are being registered hereby to be offered solely for market-making purposes by an affiliate of the registrant. Pursuant to Rule 457(q) under the Securities Act, no filing fee is required.


(2)	See inside facing page for additional registrant guarantors.

The registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with section 8(a) of the securities act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANT GUARANTORS

Exact Name of Registrant
as Specified in its Charter

State or Other
Jurisdiction of
Incorporation or
Organization

I.R.S. Employer
Identification
Number

Address, Including Zip Code
and Telephone Number,
Including Area Code, of
Registrant's Principal
Executive Offices

Cooper-Standard Holdings Inc.

Delaware

20-1945088

39550 Orchard Hill Place Drive
Novi, Michigan 48375
(248) 596-5900

Cooper-Standard Automotive Fluid Systems Mexico Holding LLC

Delaware

51-0380442

39550 Orchard Hill Place Drive
Novi, Michigan 48375
(248) 596-5900

Cooper-Standard Automotive OH, LLC

Ohio

34-1972845

39550 Orchard Hill Place Drive
Novi, Michigan 48375
(248) 596-5900

Cooper-Standard Automotive NC L.L.C.

North Carolina

34-1972839

39550 Orchard Hill Place Drive
Novi, Michigan 48375
(248) 596-5900

CSA Services Inc.

Ohio

34-1969510

39550 Orchard Hill Place Drive
Novi, Michigan 48375
(248) 596-5900

NISCO Holding Company

Delaware

34-1611697

39550 Orchard Hill Place Drive
Novi, Michigan 48375
(248) 596-5900

North American Rubber, Incorporated

Texas

35-1609926

39550 Orchard Hill Place Drive
Novi, Michigan 48375
(248) 596-5900

StanTech, Inc.

Delaware

31-1384014

39550 Orchard Hill Place Drive
Novi, Michigan 48375
(248) 596-5900

Sterling Investments Company

Delaware

34-1821393

39550 Orchard Hill Place Drive
Novi, Michigan 48375
(248) 596-5900

Westborn Service Center, Inc.

Michigan

38-1897448

39550 Orchard Hill Place Drive
Novi, Michigan 48375
(248) 596-5900

The information in this prospectus is not complete and may not be changed. We may not sell the securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated , 2005

PRELIMINARY PROSPECTUS

COOPER-STANDARD AUTOMOTIVE INC.

$200,000,000 7% Senior Notes due 2012
$350,000,000 8 3/8% Senior Subordinated Notes due 2014

The 7% senior notes due 2012 were issued in exchange for the 7% senior notes due 2012 originally issued on December 23, 2004. The 8 3/8% senior subordinated notes due 2014 were issued in exchange for the 8 3/8% senior subordinated notes due 2014 originally issued on December 23, 2004.

The senior notes will mature on December 15, 2012 and the senior subordinated notes will mature on December 15, 2014.

Cooper-Standard Automotive Inc. may redeem some or all of the senior notes at any time prior to December 15, 2008 and some or all of the senior subordinated notes at any time prior to December 15, 2009, in each case, at a price equal to 100% of the principal amount of the notes, plus a "make-whole" premium. Thereafter, Cooper-Standard Automotive Inc. may redeem some or all of the senior notes and some or all of the senior subordinated notes, in each case, at the redemption prices described in this prospectus. In addition, on or prior to December 15, 2007, Cooper-Standard Automotive Inc. may redeem up to 35% of each of the senior notes and the senior subordinated notes with the proceeds from certain equity offerings.

The senior notes will be Cooper-Standard Automotive Inc.'s unsecured obligations and will rank equally with all of Cooper-Standard Automotive Inc.'s existing and future senior obligations and senior to Cooper-Standard Automotive Inc.'s subordinated indebtedness. The senior subordinated notes will be Cooper-Standard Automotive Inc.'s unsecured senior subordinated obligations and will be subordinated to all of its existing and future senior indebtedness including the senior notes. The notes will be effectively subordinated to Cooper-Standard Automotive Inc.'s existing and future secured indebtedness to the extent of the assets securing that indebtedness. The notes are guaranteed by Cooper-Standard Holdings Inc. and Cooper-Standard Automotive Inc.'s direct and indirect domestic subsidiaries that guarantee its obligations under the senior credit facilities. These guarantees are unsecured and, with respect to the senior notes, rank equally with all existing and future senior obligations of the guarantors and, with respect to the senior subordinated notes, are subordinated to all existing and future senior obligations of the guarantors. The guarantees are effectively subordinated to existing and future secured indebtedness of the guarantors to the extent of the assets securing that indebtedness.

See "Risk Factors" beginning on page 19 for a discussion of certain risks that you should consider in connection with an investment in the notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the exchange notes to be distributed in the exchange offers or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

This prospectus has been prepared for and will be used Goldman, Sachs & Co. in connection with offers and sales of the notes in market-making transactions. These transactions may occur in the open market or may be privately negotiated at prices related to prevailing market prices at the time of sales or at negotiated prices. Goldman, Sachs & Co. may act as principal or agent in these transactions. We will not receive any proceeds of such sales.

Goldman, Sachs & Co.

The date of this prospectus is , 2005

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. The prospectus may be used only for the purposes for which it has been published and no person has been authorized to give any information not contained herein. If you receive any other information, you should not rely on it. We are not, and the initial purchasers of the outstanding notes are not, making an offer of these securities in any state where the offer is not permitted.

TABLE OF CONTENTS


	Page
Summary		1
Summary Historical and Pro Forma Financial Data		16
Risk Factors		19
Special Note Regarding Forward-Looking Statements		31
The Acquisition		32
Use of Proceeds		35
Capitalization		36
Unaudited Pro Forma Combined Financial Information		37
Selected Historical Financial Data		41
Management's Discussion and Analysis of Financial Condition and Results of Operations		43
Our Business		59
Management		76
Security Ownership of Certain Beneficial Owners		84
Certain Relationships and Related Party Transactions		86
Description of Other Indebtedness		88
Description of the Notes		91
Book Entry; Delivery and Form		144
Material United States Federal Income Tax Consequences		146
Certain ERISA Considerations		150
Plan of Distribution		152
Legal Matters		152
Experts		152
Where You Can Find Additional Information		153
Index to Combined and Consolidated Financial Statements		F-1

MARKET AND INDUSTRY DATA AND FORECASTS

Some market data and other statistical information used throughout this prospectus are based on data available from CSM Worldwide and J.D. Power-LMC, independent market research firms. Other data are based on our good faith estimates, which are derived from our review of internal surveys, as well as third party sources. To the extent that we have been unable to obtain information from third party sources, we have expressed our belief on the basis of our own internal analyses and estimates of our and our competitors' products and capabilities. Although we believe all of these third party sources are reliable, we have not independently verified the information and cannot guarantee its accuracy and completeness. All market data are based on sales data.

ENVIsys^® and Truck Tuff^™ and certain other products and services named in this prospectus are our trademarks and servicemarks.

SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you in making your investment decision. You should read this entire prospectus, including the financial data and related notes and section entitled "Risk Factors," before making an investment decision. As used in this prospectus, the terms "we," "us" and "Cooper-Standard" all refer to Cooper-Standard Automotive Inc., its subsidiaries on a consolidated basis and Cooper-Standard Holdings Inc., its parent, unless the context requires otherwise.

We are a leading global manufacturer of body sealing, fluid handling and noise, vibration and harshness ("NVH") control systems for automotive vehicles. We believe that we are the largest global producer of body sealing systems, the second largest North American producer in the NVH control business, and the third largest global producer of the types of fluid handling products we produce. Approximately 90% of our sales are to automotive original equipment manufacturers ("OEMs"), including Ford, General Motors, DaimlerChrysler (collectively, the "Big 3"), Audi, BMW, Fiat, Honda, Jaguar, Mercedes Benz, Porsche, PSA Peugeot Citroën, Renault/Nissan, Toyota, Volkswagen and Volvo, among others, and the remaining 10% of our sales are primarily to Tier I and Tier II suppliers. In 2004, our products were found on all of the 20 top-selling models in North America and 18 of the 20 top-selling models in Europe. We operate in 39 manufacturing locations and seven design, engineering and administrative locations in 14 countries around the world. For the year ended December 31, 2004, we generated net sales of $1.9 billion.

We offer one of the most comprehensive product lines in the industry for each of the categories in which we compete. Our principal product lines are described below:

Body Sealing Systems

Fluid Handling Systems

Noise, Vibration and Harshness
(NVH) Control Systems

Solutions

Protect vehicle interiors from weather, dust and noise intrusion

Control, sense, measure and deliver fluids and vapors throughout the vehicle

Control and isolate noise and vibration in the vehicle to improve ride and handling

Products & Modules

Extruded rubber and thermoplastic ("TPE") sealing; weather strip assemblies; encapsulated glass products

Pumps, tubes and hoses, connectors and valves; individually and in systems and subsystems

Engine and body mounts, dampers, isolators, springs, stamped or cast metal products and rubber products

Market Position

#1 globally

#3 globally

#2 in North America

Net Sales⁽¹⁾

$867 million

$642 million

$390 million


(1)	For the year ended December 31, 2004; before $36 million of eliminations of intercompany sales.

during the year ended December 31, 2004 were on platforms that are expected to be in production through 2006 or are being replaced by platforms where we have already been selected to provide products. In addition, we believe our business has a substantial manufacturing asset base and has among the lowest ongoing capital requirements in the industry, driven largely by our products' relatively low content of stamped and formed steel.

We have a proven track record of operational excellence and have consistently generated significant annual cost savings. We are able to generate these savings due to the flexible nature of our manufacturing, highly efficient operations, and ability to leverage significant economies of scale from high volumes produced for the world's top-selling vehicle platforms. We have instilled and strive to maintain a culture of lean manufacturing in all aspects of our operations. We focus on simplifying manufacturing, increasing automation, and reducing material and other costs to generate significant "Lean savings" over the life cycle of each platform we serve. We methodically budget for Lean savings at the facility level, and plant managers track those savings locally and regularly report them to senior management. We have also reduced our cost base by selectively relocating certain facilities to countries with lower cost structures, a strategy that complements our global expansion. In addition, since the acquisitions of The Standard Products Company (October 1999) and Siebe Automotive (January 2000), we have reduced our total number of locations from 60 to 46 and significantly reduced headcount. We believe our integration and restructuring efforts have been highly successful, leading to both sales growth and improved margins. From the year ended December 31, 2001 to the year ended December 31, 2004, we increased annual net sales from $1.5 billion to $1.9 billion. Over the same period, we reduced capital expenditures as a percent of sales from 3.9% to 3.5%.

We believe our customer relationships, program management capabilities, global presence, comprehensive product line, excellence in manufacturing, product innovation, and quality assurance provide us with significant competitive advantages. We have proven our ability to expand globally with customers, increase scale in a consolidating industry, be first-to-market with design and engineering innovations and provide one of the broadest product portfolios in the industry. We are highly dedicated to customer service, and for each major new product launch we dedicate a team of sales representatives, engineers, quality specialists, and senior management, all of whom work together to ensure that the product launch is completed on time and consistent with our rigorous quality standards. We believe that these characteristics have allowed us to become a leading supplier to Ford, General Motors and DaimlerChrysler and to increase our presence with North American manufacturers headquartered abroad ("New American Manufacturers" or "NAMs") and European and Asian OEMs. Our success is shown by our having been awarded significant content on our customers' top-selling platforms, including the Ford F-Series, General Motors GMT800 (includes Yukon, Tahoe, Sierra and Silverado), Dodge Ram and, through our NISCO joint venture, Honda Accord.

The following charts illustrate our balance and diversity by providing a breakdown of our $1.9 billion in sales for the year ended December 31, 2004 by customer and by product lines.

Competitive Strengths

Leading Market Positions

We believe that we are the #1 global producer of body sealing products, the #2 producer of NVH control products in North America and the #3 global producer of the types of fluid handling products we produce. We are the market leader in body sealing systems both in North America and on a global basis, with a global market share that management believes is in excess of 16%. We produce and design components for every major global OEM in 46 separate locations throughout the world. We have been successful in establishing leading market positions through our customer relationships, program management capabilities, global presence, comprehensive product line, excellence in manufacturing, innovation, and quality assurance. We believe we have distinguished ourselves in the automotive industry through our engineering and technological capabilities, and have developed some of the industry's most innovative solutions, including our Engineered Stretched Plastic ("ESP") Thermoplastic Glassruns (body sealing), our proprietary plastics-to-aluminum overmolding process (fluid handling) and our Truck Tuff Hydromounts (NVH control).

Strong Customer Relationships

We are a leading supplier to the Big 3 in each of our product categories and are increasing our presence with NAMs and European and Asian OEMs. We provide significant content to the Big 3's most important platforms, including the Ford F-Series, GMT800 and Dodge Ram. We believe we have been successful at forming and maintaining our relationships in part due to our intense focus on customer service. Our program management expertise provides customers with cross-functional support from concept stage through platform launch, which typically lasts from two to four years. Our engineers work directly with OEM engineers, and are frequently located at our customers' facilities, to design custom solutions for each platform. We have consistently distinguished ourselves with our engineering capabilities and ability to meet customer needs, such as when faced with frequent late stage design changes. Our broad product offering allows OEMs to rely on us for many of their supply needs and provides multiple points of communication, which further strengthens our relationships and increases our overall relative importance to each platform. The combination of these factors has led to success in gaining business with new customers, including product awards with Denso, Toyota and Mercedes Benz during 2004.

Best-Selling Platforms

Our top three vehicles in terms of sales are the Ford F-Series, General Motors' GMT800 vehicles (including Yukon, Tahoe, Sierra and Silverado) and Dodge Ram, which are also the three top-selling vehicles in North America. In 2004, our products were found on all of the 20 top-selling models in North America, including the Ford Explorer/Mountaineer, Toyota Camry and Honda Accord, as well as 18 of the 20 top-selling models in Europe, including the Peugeot 206, Volkswagen Golf and BMW 3-Series. As the incumbent supplier to these platforms, we typically participate in the design of their successor platforms and therefore have a competitive advantage for upgrade and replacement business for these platforms. We believe our presence on our largest customers' highest-volume and most important platforms is a competitive advantage as it allows us to further increase our market share, fully leverage our Lean initiatives, spread our fixed costs over higher volumes, and increase our return on capital.

Predictable and Diverse Revenue Mix

We are typically awarded business two or more years before a platform's launch, and generally supply platforms throughout their average lives of six to eight years. Our fluid handling and NVH control product lines support the function of the powertrain, which is often used over multiple platforms and typically has a longer life cycle than other vehicle components that are redesigned more frequently. Substantially all of our sales during the year ended December 31, 2004 related to platforms that are expected to be in production through 2006 or are being replaced by platforms for which we have already been selected to provide products. When we are the incumbent supplier to a given platform, we believe we have an advantage in winning the redesign or replacement platform. In addition, the majority of anticipated capital expenditures related to products where we are the incumbent have already been incurred.

We supply a diverse range of products on a global basis to a broad group of customers and platforms. For the year ended December 31, 2004, body sealing products, fluid handling products and NVH control products accounted for 46%, 34% and 20% of net sales, respectively. We believe our substantial product breadth provides us with a competitive advantage over our competitors who focus on a narrower product range in limited geographic markets. Our top ten platforms by sales accounted for 40% of net sales in 2004, with the remainder derived from more than 180 platforms, composed of a diversity of sport-utility, light truck, and various classes of sedans and other vehicles.

Lean Initiatives

Our culture includes constant focus on improving our business and eliminating waste through our Lean initiatives program. Lean initiatives are a methodical, plant-level approach to cutting costs that includes increasing automation, reducing non-essential material and labor costs, and re-engineering our manufacturing processes. Lean initiatives are designed to reduce product errors, inventory levels, operator motion, overproduction and waiting, and to foster the increased flow of material, information and communication. Lean manufacturing techniques are continuously applied over a product's life cycle through a wide range of tools, including Design for Six Sigma, Value Stream Mapping, SMED activities, Kaizen, Kanban and one-piece flow. We typically implement several hundred Lean initiatives each year. Management of each plant is responsible for meeting cost reduction targets, and we monitor performance against those targets monthly and use an incentive compensation program based on return on assets. We have continually proven our ability to realize Lean savings and believe these cost-saving opportunities are sustainable due to new manufacturing process improvement opportunities related to new platform introductions, typical mid-life refreshings for each platform and late-stage design changes.

Manufacturing Excellence

We believe we have a reputation for outstanding quality across the automotive industry, a factor that has been important to our maintaining and expanding our successful relationships with the Big 3

and other OEMs. We have historically generated a very low rate of defects, and we have won numerous quality awards, including Nissan Zero Defects, numerous Chrysler Gold Pentastar Awards, Toyota Quality Award, numerous GM Supplier of the Year Awards, Ford Gold World Excellence, Porsche Supplier of the Year, and Volvo Car Award of Excellence. Additionally, nearly all of our manufacturing facilities have been certified as TS 16949-2002 quality systems.

Strong Management Team

We are led by an experienced management team that has an average of more than 25 years in the automotive industry and an average of more than 11 years at Cooper-Standard and its predecessors. Our CEO, James McElya, has been in the automotive industry for 30 years and was previously President of Siebe Automotive. Over the last several years, management has been very successful at increasing operational efficiency through Lean initiatives and selected restructuring programs. The restructurings were primarily executed in connection with acquisitions of The Standard Products Company in 1999 and Siebe Automotive in 2000 and exceeded integration expectations in terms of cost savings and speed of implementation. In connection with the acquisition described below, Mr. McElya received $1 million of our new parent company's equity, and he and other members of management agreed to purchase up to approximately $3.5 million more of our new parent company's equity with certain payments they expect to receive from our former parent in 2005 related to the Acquisition. Also in connection with the acquisition, members of management also received nonqualified stock options to acquire up to 6.3% of our parent company's equity on a fully diluted basis.

Business Strategy

We strive to maintain our position as one of the world's leading automotive suppliers of body sealing, fluid handling and NVH control systems by focusing on the following key strategic areas:

Strengthen Relationships with the Big 3 and Expand Relationships with other OEMs

We plan to strengthen our leading positions with the Big 3 while aggressively pursuing additional business opportunities with NAMs and European and Asian OEMs. The Big 3 are highly valued customers and have consistently produced stable platforms with generally predictable revenue streams spread among all platform categories, including cars, light trucks and SUVs. However, we believe NAMs and European and Asian OEMs provide significant opportunities to further grow our business. Asian OEMs have been rapidly penetrating North American and European markets, and Asian markets are relatively young and growing at a higher rate than other automotive markets. In particular, China's light vehicle market is projected to grow at a 16% compound annual growth rate ("CAGR") between 2004 and 2009, according to J.D. Power-LMC estimates, making it the world's highest growth market.

To further strengthen our customer relationships, we will continue to focus on our program management capabilities, engineering excellence and customer service, and will utilize our technological and design capabilities to enhance the value we offer our customers. We will continue to employ focused customer feedback mechanisms with respect to quality manufacturing, design and engineering, delivery, and after-sales support and provide the highest level of customer service and responsiveness. We believe our efforts have been successful as we continue to be awarded content on the Big 3's most important platforms. We have also achieved several recent successes with other OEMs, such as Nissan, Toyota and Mercedes Benz. In Asia, and particularly in China, we have been successful in entering new markets and are developing a substantial manufacturing and marketing presence to serve local OEMs and to follow our customers as they expand into these markets. We operate three manufacturing locations in China and provide products and services to Ford in China and to Chery Automotive, a Chinese OEM.

Target high-volume vehicle platforms and increase content per vehicle

We target high-volume platforms and seek to maximize the amount of content we provide to each platform. High-volume platforms allow us to efficiently gain market share, create greater economies of

scale and provide more opportunities to realize cost savings from our Lean initiatives program. Supplying OEMs' high-volume platforms is increasingly important as OEMs are using fewer platforms over a greater number of vehicle models. Maximizing content-per-vehicle is important not only to increase revenue per vehicle, but also to increase our relative importance to the platform and strengthen our customer relationships as the OEMs continue to consolidate their supplier base.

By leveraging our extensive product portfolio and providing superior customer service and product innovations, we have been and expect to continue to be successful in winning significant business on high-volume platforms. In 2004, our products were found on all of the 20 top-selling models in North America and 18 of the 20 top-selling models in Europe. Our three top-selling vehicles by sales are currently the three best-selling vehicles in North America, including the Ford F-Series, General Motors GMT800-based trucks and Dodge Ram (approximately $340, $110, and $140 of content per vehicle, respectively).

Develop new modular solutions and other value-added products

We believe that significant opportunities exist to grow our current portfolio of products, including components as well as complete sub-systems, modules and assemblies, by continuing to design, develop and launch new products that distinguish us from our competitors. As a leader in design, engineering and technical capabilities, we are able to focus on improving products, developing new technologies and implementing more efficient processes in each of our three product lines. Body sealing products are visible to vehicle passengers and can enhance the vehicle's aesthetic appeal. Fluid handling modules and sub-systems are designed to increase functionality and decrease cost to the OEM and can be the deciding factor in winning new business. NVH control products are a fundamental part of the driving experience and can be important to the vehicle's perceived quality.

To remain a leader in new product innovation, we will continue to invest in research and development and to focus on new technologies, materials and designs. Extensive use of Design for Six Sigma and other techniques has led to some of our most successful recent product innovations, including our ESP Thermoplastic Glassruns (body sealing), a proprietary plastics-to-aluminum overmolding process (fluid handling) and our Truck Tuff Hydromounts (NVH control). Examples of successful modular innovations include engine cooling systems, fuel and brake systems and exhaust gas recirculation modules in our fluid handling product category and Daylight Opening Modules in our body sealing category.

Selectively pursue complementary acquisitions and alliances

We intend to selectively pursue acquisitions, joint ventures and technology alliances to enhance our customer base, geographic penetration, market diversity, scale and technology. Consolidation is currently a prominent industry trend and is encouraged by OEMs' desire for fewer supplier relationships. We believe joint ventures allow us to penetrate new markets with less relative risk and capital investment. Technology alliances are important because they are an effective way to share development costs, best-practices and specialized knowledge.

We believe we have a strong platform for growth through acquisitions based on our past integration successes, experienced management team, global presence, operational excellence and product breadth. We also operate several successful joint ventures and technical alliances, including those with Nishikawa Rubber, Jin Young Chemical, ContiTech, Wuhu Saiyang Seal Products Company Limited ("Saiyang Sealing"), Automobile Industrial Ace ("AIA") and USUI.

Focus on operational excellence and cost structure

We will continue to place intense focus on the efficiency of our manufacturing operations and opportunities to reduce our cost structure. While the automotive supply sector is highly competitive, we have been able to consistently improve our operating margins, in part due to our ability to constantly improve our manufacturing processes and to selectively relocate or close facilities. Our primary areas of focus are:

•

Identification and implementation of Lean initiatives throughout our company. Our Lean initiatives have been highly successful, and are focused on optimizing manufacturing by eliminating waste, controlling cost, and enhancing productivity. Lean initiatives, including Six Sigma, have been implemented at each of our manufacturing and design facilities. We currently employ 56 Executive Lean Champions, 97 Plant Lean Champions, 10 Master Black Belts, 85 Black Belts and 312 Green Belts globally.


•	Evaluation of opportunities to maximize the use of lower-cost countries. We have successfully employed this strategy to date by relocating operations to the Czech Republic and Poland from higher-cost countries in western Europe and from the United States to Mexico. We plan to continue to emphasize our operations in lower-cost countries to capitalize on reduced labor and material costs.

•

Consolidation of facilities to reduce our cost structure. Our restructuring efforts were primarily undertaken to streamline our global operations following the Siebe and Standard Products acquisitions. We believe that these activities are essentially complete at this time, although we continually evaluate restructuring opportunities that would improve our efficiency, profitability and cost structure.

The Transactions

On September 16, 2004, Cooper-Standard Holdings Inc., a newly formed Delaware corporation controlled by affiliates of each of The Cypress Group L.L.C. and GS Capital Partners 2000, L.P. entered into a stock purchase agreement with Cooper Tire & Rubber Company and its subsidiary Cooper Tyre & Rubber Company UK Limited (together, "Cooper Tire" or the "Sellers"). We refer to Cypress and GS Capital together as our Sponsors. The parties entered into an amendment of the stock purchase agreement on December 3, 2004. The stock purchase agreement, as amended, provided for the acquisition by Cooper-Standard Holdings Inc. of all of the outstanding shares of capital stock of certain subsidiaries of Cooper Tire comprising Cooper Tire's automotive division for a purchase price of $1.165 billion in cash, subject to adjustment based on the amount of cash and cash equivalents less certain debt obligations and the difference between targeted working capital and the working capital of the automotive division as of the closing date. In this prospectus, we refer to the acquisitions described above as the "Acquisition."

In connection with the Acquisition, funds controlled by Cypress and funds controlled by GS Capital Partners each contributed $159 million to Cooper-Standard Holdings Inc., for a total equity contribution of $318 million. James McElya, our chief executive officer, received $1 million of equity in Cooper-Standard Holdings Inc. and our Chairman of the Board of Directors, S.A. (Tony) Johnson, received $200,000 of equity. Also in connection with the Acquisition, Mr. McElya and other members of management agreed to purchase up to approximately $3.5 million more of Cooper-Standard Holdings Inc.'s equity with certain payments they expect to receive from Cooper Tire during 2005 related to the Acquisition. Each of the Sponsors, including their respective affiliates, currently own approximately 49.8% of the equity of Cooper-Standard Holdings Inc.

The Acquisition closed concurrently with the outstanding notes offering and the $475 million of senior credit facilities, consisting of $125 million of revolving credit facilities and $350 million of term loan facilities. As used in this prospectus, the term "Transactions" means, collectively, the Acquisition and these related financings.

Sources and Uses

The sources and uses of the funds for the Transactions, consummated on December 23, 2004, are shown in the table below. For a description of the purchase price adjustments and other provisions of the stock and asset purchase agreement, see "The Acquisition."


Sources
(dollars in millions)
Revolving credit facilities	$	—
Term Loan A facility⁽¹⁾		50.0
Term Loan B facility		115.0
Term Loan C facility		185.0
Senior Notes		200.0
Senior Subordinated Notes		350.0
Cash of Cooper-Standard		64.0
Equity contribution⁽²⁾		318.0
Total sources	$	1,282.0


Uses

Purchase price⁽³⁾	$	1,165.0
Cash payment to Cooper Tire at closing⁽⁴⁾		7.3
Fees and expenses		56.3
Estimated remaining cash payment to Cooper Tire for final net cash and working capital adjustment⁽⁵⁾		53.4

Total uses	$	1,282.0


(1)	The Term Loan A facility is denominated in Canadian dollars (C$) and equaled approximately C$61.5 million at the closing of the Transactions, based on the translation of the expected $50.0 million U.S. Dollars to Canadian dollars.


(2)	Does not give effect to Cooper-Standard Holdings Inc. common stock that members of management have agreed to purchase with certain payments expected to be received from Cooper Tire in 2005 related to the Acquisition.

(3)

The purchase price of $1,165.0 million remains subject to (i) adjustments for the amount of Cooper-Standard's cash and cash equivalents, less certain debt obligations at the closing date, and (ii) a post-closing working capital adjustment equal to the difference between targeted working capital of $193 million and final working capital delivered by Cooper Tire at the closing date. The purchase price included a $7.5 million hold-back contingently payable to Cooper Tire subsequent to the completion of the Acquisition and a $30.0 million hold-back to fund final working capital adjustments.


(4)	Cooper-Standard Automotive Inc.'s estimated net cash balance as of December 23, 2004 less hold-backs noted in note 3 above paid at the time of closing.


(5)	Estimated remaining cash payment for final net cash position. Post closing adjustment for working capital and hold-backs discussed in note 3 above are subject to change based upon a final agreement between Cooper Tire and Cooper-Standard Holdings Inc.

Corporate Structure

The chart below illustrates our ownership and corporate structure on a fully diluted basis.


(1)	Does not give effect to Cooper-Standard Holdings Inc. common stock that members of management have agreed to purchase with certain payments expected to be received from Cooper Tire in 2005 related to the Acquisition. Includes option grants awarded to management in connection with the Acquisition that will vest.


(2)	The guarantors of the notes also guarantee our senior credit facilities on a senior secured basis.


(3)	Our revolving credit facilities provides commitments for up to $125 million of borrowings, a portion of which is available to one of our Canadian subsidiaries in either U.S. or Canadian dollars.


(4)	The Term Loan A facility is denominated in Canadian dollars and equaled approximately C$61.5 million at the closing of the Transactions, based on the translation of the $50 million U.S. Dollars to Canadian dollars.


(5)	Our non-U.S. subsidiaries do not guarantee the notes. Certain of our Canadian subsidiaries guarantee the Canadian dollar-denominated credit facilities.

Our Sponsors

The Cypress Group L.L.C.

The Cypress Group is a private equity investment firm managing more than $3.5 billion of capital. Cypress has an extensive track record of making growth-oriented investments in targeted industry sectors and building equity value alongside proven management teams. Selected investments made by Cypress include Cinemark, Inc.; Williams Scotsman, Inc.; WESCO International, Inc.; ClubCorp, Inc.; MedPointe Inc.; Montpelier Re Holdings, Ltd.; Republic National Cabinet Corp.; Catlin Group Ltd.; The Meow Mix Company; Financial Guaranty Insurance Company; Communications & Power Industries, Inc.; Affinia Group Inc.; Stone Canyon Entertainment Corporation; and Scottish Re Group Limited.

GS Capital Partners 2000, L.P.

Since 1982, Goldman, Sachs & Co., through its Goldman Sachs Capital Partners family of funds, has invested $11 billion in over 250 companies. In total, Goldman Sachs has raised approximately $16 billion for equity and mezzanine investments in opportunities worldwide. GS Capital Partners 2000, L.P., the current primary investment vehicle of Goldman Sachs for making privately negotiated equity investments, was formed in July 2000 with total committed capital of $5.25 billion, $1.6 billion of which was committed by Goldman Sachs and its employees, with the remainder committed by institutional and individual investors.

Cooper-Standard Automotive Inc. is an Ohio corporation. Our principal executive offices are located at 39550 Orchard Hill Place Drive, Novi, Michigan 48375. Our telephone number is (248) 596-5900. We also maintain a website at www.cooperstandard.com, which is not a part of this prospectus.

The Exchange Notes

The summary below describes the principal terms of the exchange notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The "Description of the Notes" section of this prospectus contains a more detailed description of the terms and conditions of the outstanding notes and the exchange notes. The exchange notes will have terms identical in all material respects to the outstanding notes, except that the exchange notes will not contain terms with respect to transfer restrictions, registration rights and additional interest for failure to observe certain obligations in the applicable registration rights agreement.


Issuer		Cooper-Standard Automotive Inc.


Securities Offered		$200,000,000 aggregate principal amount of 7% Senior Notes due 2012.


		$350,000,000 aggregate principal amount of 8 3/8% Senior Subordinated Notes due 2014.


Maturity		The Senior Notes will mature on December 15, 2012.


		The Senior Subordinated Notes will mature on December 15, 2014.


Interest Rate		The Senior Notes will bear interest at a rate of 7% per annum (calculated using a 360-day year).


		The Senior Subordinated Notes will bear interest at a rate of 8 3/8% per annum (calculated using a 360-day year).


Interest Payment Dates		We will pay interest on the notes on June 15 and December 15, commencing June 15, 2005.


Ranking		The Senior Notes will be our general unsecured obligations and will:


		•	rank equally in right of payment to all of our existing and future senior unsecured indebtedness and other obligations that are not, by their terms, expressly subordinated in right of payment to the Senior Notes;


		•	rank senior in right of payment to any of our existing and future indebtedness and other obligations that are, by their terms, expressly subordinated in right of payment to the Senior Notes, including the Senior Subordinated Notes; and


		•	be effectively subordinated to all of our existing and future secured indebtedness and other secured obligations, including the senior credit facilities, to the extent of the value of the assets securing such indebtedness and other obligations, and be structurally subordinated to all obligations of any subsidiary if that subsidiary is not also a guarantor of the Senior Notes.


		Similarly, the Senior Note guarantees will be senior unsecured obligations of the guarantors and will:


		•	rank equally in right of payment to all of the applicable guarantor's existing and future senior unsecured indebtedness and other obligations that are not, by their terms, expressly subordinated in right of payment to the Senior Notes;


		•	rank senior in right of payment to all of the applicable guarantor's existing and future indebtedness and other obligations that are, by their terms, expressly subordinated in right of payment to the Senior Notes, including the applicable guarantor's guarantee of the Senior Subordinated Notes; and


		•	be effectively subordinated in right of payment to all of the applicable guarantor's existing and future secured indebtedness, including the applicable guarantor's guarantee under the senior credit facilities, to the extent of the value of the assets securing such indebtedness, and be structurally subordinated to all obligations of any subsidiary of a guarantor if that subsidiary is not also a guarantor of the Senior Notes.


		The Senior Subordinated Notes will be our unsecured senior subordinated obligations and will:


		•	rank equally in right of payment to all of our existing and future unsecured senior subordinated indebtedness and other obligations;


		•	rank senior in right of payment to any of our existing and future indebtedness and other obligations that are, by their terms, expressly subordinated in right of payment to the Senior Subordinated Notes; and


		•	be subordinated in right of payment to all of our existing and future senior indebtedness and other senior obligations, including the senior credit facilities and the Senior Notes, be effectively subordinated to all of our existing and future secured indebtedness and other secured obligations, including the senior credit facilities, to the extent of the value of the assets securing such indebtedness and other obligations, and be structurally subordinated to all obligations of any subsidiary if that subsidiary is not a guarantor of the Senior Subordinated Notes.


		Similarly, the Senior Subordinated Note guarantees will be senior subordinated unsecured obligations of the guarantors and will:


		•	rank equally in right of payment to all of the applicable guarantor's existing and future unsecured senior subordinated indebtedness and other obligations;


		•	rank senior in right of payment to any of the applicable guarantor's existing and future indebtedness and other obligations that are, by their terms, expressly subordinated in right of payment to the Senior Subordinated Notes; and


		•	be subordinated in right of payment to all of the applicable guarantor's existing and future senior indebtedness and other senior obligations, including the applicable guarantor's guarantee under the senior credit facilities and the Senior Notes, be effectively subordinated to all of the applicable guarantor's existing and future secured indebtedness, including the applicable guarantor's guarantee under the senior credit facilities, to the extent of the value of the assets securing such indebtedness, and be structurally subordinated to all obligations of any subsidiary of a guarantor if that subsidiary is not a guarantor of the Senior Subordinated Notes.


		As of December 31, 2004, (i) the Senior Notes and related guarantees would have ranked effectively junior to approximately $360.3 million of senior secured indebtedness, (ii) the Senior Notes and related guarantees would have ranked senior to approximately $350.0 million of subordinated indebtedness, (iii) the Senior Subordinated Notes and related guarantees would have ranked junior to approximately $560.3 million of senior indebtedness, (iv) we had an additional $125 million of unutilized capacity under our senior credit facilities (excluding an estimated $14.3 million of letters of credit to be issued upon the expiration of existing letters of credit issued by Cooper Tire for our benefit) and (v) our non-guarantor subsidiaries had approximately $9.0 million of indebtedness, excluding intercompany obligations, plus other liabilities, including trade payables, that would have been structurally senior to the notes.


Guarantees		Our parent, Cooper-Standard Holdings Inc., and each of our domestic subsidiaries that guarantees our senior credit facilities will unconditionally guarantee the Senior Notes on a senior unsecured basis and the Senior Subordinated Notes on a senior subordinated basis.


		Our non-guarantor subsidiaries accounted for $953.4 million, or 51.2%, of our net sales (excluding non-guarantor subsidiaries' intercompany sales of $11.1 million) for the year ended December 31, 2004, and $864.5 million, or 46.0%, of our assets and $435.8 million, or 27.9%, of our liabilities as of December 31, 2004, excluding all intercompany assets and liabilities.


Optional Redemption		Prior to December 15, 2008, we may redeem some or all of the Senior Notes for cash at a redemption price equal to 100% of their principal amount plus an applicable make-whole premium (as described in "Description of the Notes—Optional Redemption") plus accrued and unpaid interest to the redemption date. Beginning on December 15, 2008 we may redeem some or all of the Senior Notes at the redemption prices listed under "Description of the Notes—Optional Redemption" plus accrued interest on the Senior Notes to the date of redemption.


		Prior to December 15, 2009, we may redeem some or all of the Senior Subordinated Notes for cash at a redemption price equal to 100% of their principal amount plus an applicable make-whole premium (as described in "Description of the Notes—Optional Redemption") plus accrued and unpaid interest to the redemption date. Beginning on December 15, 2009 we may redeem some or all of the Senior Subordinated Notes at the redemption prices listed under "Description of the Notes—Optional Redemption" plus accrued interest on the Senior Subordinated Notes to the date of redemption.


		In addition, on or before December 15, 2007, we may on one or more occasions, at our option, use the net proceeds from one or more equity offerings to redeem up to 35% of the Senior Notes and up to 35% of the Senior Subordinated Notes, in each case, at the redemption price listed under "Description of the Notes—Optional Redemption."


Change of Control Offer		If we experience a change of control, as described under "Description of the Notes—Change of Control," we must, subject to the terms of the senior credit facilities, offer to repurchase all of the Senior Notes and the Senior Subordinated Notes (unless otherwise redeemed) at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the repurchase date.


Certain Indenture Provisions		The indentures governing the notes contain covenants limiting our (and most or all of our subsidiaries') ability to:


		•	incur additional debt;


		•	pay dividends or distributions on our capital stock or repurchase our capital stock;


		•	issue stock of subsidiaries;


		•	make certain investments;


		•	create liens on our assets to secure debt (which, in the case of the Senior Subordinated Notes, will be limited in applicability to liens securing pari passu or subordinated indebtedness);


		•	enter into transactions with affiliates;


		•	merge or consolidate; and


		•	transfer and sell assets.


		These covenants are subject to a number of important limitations and exceptions. For more details see "Description of the Notes—Certain Covenants."


No Public Market		The exchange notes will be freely transferable but will be new securities for which there will not initially be a market. Accordingly, we cannot assure you whether a market for the exchange notes will develop or as to the liquidity of any market. The initial purchasers in the private offering of the outstanding notes have advised us that they currently intend to make a market in the exchange notes. The initial purchasers are not obligated, however, to make a market in the exchange notes, and any such market-making may be discontinued by the initial purchasers in their discretion at any time without notice.

Risk Factors

You should carefully consider all the information in this prospectus prior to exchanging your outstanding notes. In particular, we urge you to consider carefully the factors set forth under the heading "Risk Factors."

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA

The financial statements referred to as the Successor financial statements include the consolidated audited financial statements of Cooper-Standard Holdings Inc. and its subsidiaries.

The financial statements referred to as the Predecessor financial statements include audited historical combined financial data for the years ended December 31, 2002 and 2003 for the Automotive segment of Cooper Tire. The information reflects our business as it has historically operated within Cooper Tire, and includes certain assets and liabilities that we did not acquire or assume as part of the Acquisition. As a result, historical combined financial data included in this prospectus in Predecessor statements may not reflect what our actual financial position, results of operations and cash flows would have been had we operated as a separate, stand-alone company as of and for those periods presented.

The summary historical financial data for the years ended December 31, 2002 and 2003 and for the period from January 1, 2004 to December 23, 2004 have been derived from the audited combined financial statements of Cooper-Standard, which have been audited by Ernst & Young LLP, independent registered public accountants. The summary historical financial data as of December 31, 2004 and for the period from December 24, 2004 to December 31, 2004 have been derived from the audited consolidated financial statements of Cooper-Standard Holdings Inc., which have been audited by Ernst & Young LLP, independent registered public accountants. The audited combined and consolidated financial statements as of December 31, 2003 and 2004 and for the periods from January 1, 2002 to December 31, 2002, from January 1, 2003 to December 31, 2003, from January 1, 2004 to December 23, 2004 and from December 24, 2004 to December 31, 2004, are included elsewhere in this prospectus.

The following summary unaudited pro forma combined financial data for the year ended December 31, 2004 represents the combined historical results of the Predecessor and Successor for the year ended December 31, 2004. Such information is provided for informational purposes only and does not purport to be indicative of the results which would have actually been attained had the Acquisition not occurred. However, especially given the impact of the year-end production shutdowns by our major customers on the Successor's 2004 results of operations, such information is considered a more representative basis of comparison to historical results.

You should read the following data in conjunction with "The Acquisition," "Unaudited Pro Forma Combined Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the combined and consolidated financial statements of Cooper-Standard Holdings Inc. included elsewhere in this prospectus.


	Predecessor									Successor			Combined Year Ended December 31,
	Year Ended December 31,						January 1, 2004 to December 23,			December 24, 2004 to December 31,			Combined Year Ended December 31,
	2002			2003			2004			2004			2004
Sales	$	1,586.0		$	1,662.2		$	1,858.9		$	4.7		$	1,863.6
Cost of products sold		1,295.5			1,389.2			1,539.1			4.7			1,543.8
Gross profit		290.5			273.0			319.8			—			319.8
Selling, administration & engineering expenses		168.4			163.5			178.2			5.2			183.4
Restructuring		4.4			12.8			21.2			—			21.2
Operating profit		117.7			96.7			120.4			(5.2	)		115.2
Interest expense, net of interest income		(6.9	)		(4.9	)		(1.8	)		(5.7	)		(7.5	)
Equity earnings		3.7			0.9			1.0			—			1.0
Other income (expense)		(2.2	)		(1.0	)		(2.1	)		4.6			2.5
Income before taxes		112.3			91.7			117.5			(6.3	)		111.2
Provision for income taxes		40.8			34.3			34.2			(1.8	)		(32.4	)
Net income	$	71.5		$	57.4		$	83.3		$	(4.5	)	$	78.8
Other financial data:
Depreciation and amortization	$	70.8		$	76.7		$	75.6		$	2.3		$	77.9
Capital expenditures		66.5			58.7			62.7			0.3			63.0
Other Financial Measures (unaudited):
Ratio of Earnings to Fixed Charges⁽¹⁾		9.7	x		8.7	x		13.9	x		—			8.4	x
EBITDA⁽²⁾		190.0			173.3			194.9			1.7			196.6


Balance Sheet Data At December 31, 2004:
Cash and cash equivalents	$	162.9
Net working capital⁽³⁾		128.1
Total assets		1,879.6
Total debt⁽⁴⁾		910.3
Shareholders' equity⁽⁵⁾		318.2

(1)

For purposes of calculating the ratio of earnings to fixed charges, earnings represents earnings from continuing operations before income taxes, less income from equity method investments, plus minority interest expense and fixed charges. Fixed charges include interest expense and the portion of operating rental expense which management believes is representative of the interest component of rent expense (assumed to be 33%). Our fixed charges exceeded our earnings by $6.3 million during the period from December 24, 2004 to December 31, 2004.

(2)

EBITDA, a measure used by management to analyze operating performance, is defined as net income plus interest (net), taxes, depreciation and amortization. However, EBITDA is not a recognized term under GAAP and does not purport to be an alternative to net income as a measure of operating performance. Additionally, EBITDA is not intended to be a measure of free cash flow for management's discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements. Because not all companies use identical calculations, this presentation of EBITDA may not be comparable to similarly titled measures of other companies. EBITDA, as presented above, is different from Adjusted EBITDA, which is used to determine compliance with covenants contained in our senior credit agreement and indentures and is discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" beginning on page 55.

The following table reconciles net income to EBITDA (dollars in millions):


	Predecessor						Successor
	Year Ended December 31,				January 1 to December 23,		December 24 to December 31,			Combined Year Ended December 31,
	2002		2003		2004		2004			2004
Net income	$	71.5	$	57.4	$	83.3	$	(4.5	)	$	78.8
Interest expense, net		6.9		4.9		1.8		5.7			7.5
Depreciation and amortization		70.8		76.7		75.6		2.3			77.9
Provision for income taxes		40.8		34.3		34.2		(1.8	)		32.4
EBITDA	$	190.0	$	173.3	$	194.9	$	1.7		$	196.6


(3)	Net working capital is defined as current assets (excluding cash and cash equivalents) less current liabilities (excluding short-term debt and current portion of long-term debt).


(4)	Excludes $81.6 million of short-term notes payable.


(5)	Does not give effect to Cooper-Standard Holdings Inc. common stock that members of management have agreed to purchase with certain payments expected to be received from Cooper Tire in 2005 related to the Acquisition.

RISK FACTORS

You should carefully consider the following risk factors and all other information contained in this prospectus before deciding to invest in the notes. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently deem immaterial, also may become important factors that affect us.

If any of the following risks occurs, our business, financial condition or results of operations could be materially and adversely affected. In that case, the trading price of the exchange notes could decline or we may not be able to make payments of interest and principal on the exchange notes, and you may lose some or all of your investment.

Risks Relating to Our Leverage

Our substantial leverage could harm our business by limiting our available cash and our access to additional capital and, to the extent of our variable rate indebtedness, exposing us to interest rate risk.

We are highly leveraged. As of December 31, 2004, our total consolidated indebtedness was $910.3 million and we had $125 million of additional borrowings available under our revolving credit facilities. The following chart shows our level of indebtedness and certain other information as of December 31, 2004.


	As of December 31, 2004
	(dollars in millions)
Revolving credit facilities⁽¹⁾	$	—
Term Loan A facility⁽²⁾		51.3
Term Loan B facility		115.0
Term Loan C facility		185.0
Senior Notes		200.0
Senior Subordinated Notes		350.0
Other debt⁽³⁾		9.0
Total indebtedness	$	910.3


(1)	Our revolving credit facilities provide commitments for up to $125 million of borrowings. We expect to issue an aggregate of approximately $14.3 million of letters of credit within the next year to replace existing letters of credit issued by Cooper Tire for our benefit.


(2)	The Term Loan A facility is denominated in Canadian dollars and equaled approximately C$61.5 million at the closing of the Transactions. The amount of the facility is translated from Canadian dollars to U.S. dollars using the end-of-day buying rate for U.S. dollars on December 31, 2004 as published by the Wall Street Journal, which exchange rate was C$1.00 = U.S.$0.834.


(3)	Consists of $4.6 million of capitalized lease obligations and $4.4 million of other third-party debt at December 31, 2004.

Our high degree of leverage could have important consequences for you, including:


•	It may limit our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes on favorable terms or at all;


•	A substantial portion of our cash flows from operations must be dedicated to the payment of principal and interest on our indebtedness and thus will not be available for other purposes, including our operations, capital expenditures and future business opportunities;


•	The debt service requirements of our other indebtedness could make it more difficult for us to make payments on the notes;


•	It may limit our ability to adjust to changing market conditions and place us at a competitive disadvantage compared to those of our competitors that are less highly leveraged;


•	It may restrict our ability to make strategic acquisitions or cause us to make non-strategic divestitures; and


•	We may be more vulnerable than a less highly-leveraged company to a downturn in general economic conditions or in our business, or we may be unable to carry out capital spending that is important to our growth.

Our pro forma cash interest expense for the year ended December 31, 2004 would have been $61.9 million (excluding the amortization of $3.5 million of debt issuance costs). At December 31, 2004, we had $351.3 million of debt with floating interest rates. If interest rates increase, assuming no principal repayments or use of financial derivatives, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash available for servicing our indebtedness, including the notes, would decrease. A 1% increase in the average interest rate of our variable rate indebtedness would increase future interest expense by approximately $3.5 million per year.

Our debt agreements contain restrictions that limit our flexibility in operating our business.

The senior credit agreement and the indentures under which the exchange notes will be issued contain a number of significant covenants that, among other things, restrict our ability to:


•	incur additional indebtedness or issue redeemable preferred stock;


•	pay dividends and repurchase our capital stock;


•	issue stock of subsidiaries;


•	make certain investments;


•	enter into agreements that restrict dividends from subsidiaries;


•	transfer or sell assets;


•	enter into transactions with our affiliates;


•	incur liens;


•	engage in mergers, amalgamations or consolidations; and


•	make capital expenditures.

In addition, under the senior credit agreement, we are required to satisfy specified financial ratios and tests. Our ability to comply with those provisions may be affected by events beyond our control, and we may not be able to meet those ratios and tests.

Risks Relating to Our Business

We are highly dependent on the automotive industry.

Our customers are automobile manufacturers whose production volumes are dependent upon general economic conditions and the level of consumer spending. The volume of global vehicle production has fluctuated considerably from year to year, and such fluctuations may give rise to fluctuations in the demand for our products. Demand for new vehicles fluctuates in response to overall economic conditions and is particularly sensitive to changes in interest rate levels, consumer confidence and fuel costs. In addition, to the extent our production volumes have been positively impacted by OEM new vehicle sales incentives, such as zero percent financing, these sales incentives may not be sustained or may cease to favorably impact our sales. If any of these or other factors leads to a decline in new vehicle production, our results of operations could be materially adversely affected.

Increasing competitiveness in the automotive industry has also led OEMs to increase their pressure on us to supply our products at lower prices. Price reductions have impacted our sales and profit margins. If we are not able to offset price reductions through improved operating efficiencies and reduced expenditures, those price reductions may have a material adverse effect on our results of operations.

Increasing costs for or reduced availability of manufactured components and raw materials may adversely affect our profitability.

The principal raw materials we purchase include fabricated metal-based components, synthetic rubber, carbon black and natural rubber. Raw materials comprise the largest component of our costs, representing approximately 41% of our total costs during the year ended December 31, 2004. A significant increase in the price of these items could materially increase our operating costs and materially and adversely affect our profit margins. For example, we have recently experienced significant price increases in our raw steel and steel-related component purchases as a result of increased global demand. During the year ended December 31, 2004, approximately 18% of our cost of products consisted of components that contain some steel. The next largest component of our raw material costs is synthetic rubber, representing approximately 5% of the cost of products sold during the year ended December 31, 2004. It is generally difficult to pass through these increased costs to our customers in the form of price increases.

Because we purchase various types of raw materials and manufactured components, we may be materially and adversely affected by the failure of our suppliers of those materials to perform as expected. This non-performance may consist of delivery delays or failures caused by production issues or delivery of non-conforming products. The risk of non-performance may also result from the insolvency or bankruptcy of one or more of our suppliers. Our suppliers' ability to supply products to us is also subject to a number of risks, including availability of raw materials, such as steel and natural rubber, destruction of their facilities or work stoppages. In addition, our failure to promptly pay, or order sufficient quantities of inventory from, our suppliers may increase the cost of products we purchase or may lead to suppliers refusing to sell products to us at all. Our efforts to protect against and to minimize these risks may not always be effective.

Our business would be materially and adversely affected if we lost a significant portion of business from any of our largest customers.

For the year ended December 31, 2004, approximately 35%, 21% and 14% of our sales were to Ford, General Motors and DaimlerChrysler, respectively. To compete effectively, we must continue to satisfy these and other customers' pricing, service, technology and increasingly stringent quality and reliability requirements. Additionally, our revenues may be affected by decreases in these three manufacturers' businesses or market shares. The market shares of these customers have declined in recent years and may continue to decline in the future. We cannot provide any assurance that we will be able to maintain or increase our sales to these or any other customers. The loss of, or significant reduction in purchases by, one of these major customers or the loss of all of the contracts relating to certain major platforms of one of these customers could materially and adversely affect our results of operations.

We could be adversely affected if we are unable to continue to compete successfully in the highly competitive automotive parts industry.

The automotive parts industry is highly competitive. We face numerous competitors in each of the product lines we serve. In general, there are three or more significant competitors for most of the products offered by our company, and numerous smaller competitors. We also face increased competition for certain of our products from suppliers producing in lower-cost countries such as Korea, especially for certain lower-technology NVH control products that have physical characteristics that make long-distance shipping more feasible and economical. We may not be able to continue to compete favorably and increased competition in our markets may have a material adverse effect on our business.

We are subject to other risks associated with our non-U.S. operations.

We have significant manufacturing operations outside the United States, including joint ventures and other alliances. Our operations are located in 14 countries and we export to several other countries. In 2004, approximately 54% of our net sales originated outside the United States. Risks are inherent in international operations, including:


•	exchange controls and currency restrictions;


•	currency fluctuations and devaluations;


•	changes in local economic conditions;


•	changes in laws and regulations, including the imposition of embargos;


•	exposure to possible expropriation or other government actions; and


•	unsettled political conditions and possible terrorist attacks against American interests.

These and other factors may have a material adverse effect on our international operations or on our business, results of operations and financial condition. For example, we are faced with potential difficulties in staffing and managing local operations and we have to design local solutions to manage credit risks of local customers and distributors. Also, the cost and complexity of streamlining operations in certain European countries is greater than would be the case in the United States, due primarily to labor laws in those countries that can make reducing employment levels more time-consuming and expensive than in the United States. Our flexibility in our foreign operations can also be somewhat limited by agreements we have entered into with our foreign joint venture partners.

Our overall success as a global business depends, in part, upon our ability to succeed in differing economic, social and political conditions. We may not continue to succeed in developing and implementing policies and strategies that are effective in each location where we do business, and failure to do so could harm our business, results of operations and financial condition.

Our sales outside the United States expose us to currency risks. During times of a strengthening U.S. dollar, at a constant level of business, our reported international sales and earnings will be reduced because the local currency will translate into fewer U.S. dollars. In addition to currency translation risks, we incur a currency transaction risk whenever one of our operating subsidiaries enters into either a purchase or a sales transaction using a different currency from the currency in which it receives revenues. Given the volatility of exchange rates, we may not be able to manage our currency transaction and/or translation risks effectively, or volatility in currency exchange rates may have a material adverse effect on our financial condition or results of operations.

Our Lean manufacturing and other cost savings plans may not be effective.

Our operations strategy includes cutting costs by reducing product errors, inventory levels, operator motion, overproduction and waiting while fostering the increased flow of material, information and communication. The cost savings that we anticipate from these initiatives may not be achieved on schedule or at the level anticipated by management. If we are unable to realize these anticipated savings, our operating results and financial condition may be adversely affected. Moreover, the implementation of cost saving plans and facilities integration may disrupt our operations and performance.

We may incur material losses and costs as a result of product liability and warranty and recall claims that may be brought against us.

We may be exposed to product liability and warranty claims in the event that our products actually or allegedly fail to perform as expected or the use of our products results, or is alleged to result, in bodily injury and/or property damage. Accordingly, we could experience material warranty or product liability losses in the future and incur significant costs to defend these claims.

In addition, if any of our products are, or are alleged to be, defective, we may be required to participate in a recall of that product if the defect or the alleged defect relates to automotive safety. Our costs associated with providing product warranties could be material. Product liability, warranty and recall costs may have a material adverse effect on our business, results of operations and financial condition. Our insurance may not be sufficient to cover such costs.

Work stoppages or similar difficulties could disrupt our operations.

As of December 31, 2004, approximately 49.6% of our employees were represented by unions, of which approximately 24.9% were located in the United States. It is possible that our workforce will

become more unionized in the future. We may be subject to work stoppages and may be affected by other labor disputes. A work stoppage at one or more of our plants may have a material adverse effect on our business. Unionization activities could also increase our costs, which could have an adverse effect on our profitability.

Two of our U.S. collective bargaining agreements are due to expire within the next five months. We are currently negotiating new contracts with the affected unions. Any of the risks mentioned above can be exacerbated during periods of renegotiation. Also, the unions may succeed in negotiating higher wages or benefits, which could increase our costs.

Additionally, a work stoppage at one of our suppliers could adversely affect our operations if an alternative source of supply were not readily available. Stoppages by employees of our customers also could result in reduced demand for our products.

Our success depends in part on our development of improved products, and our efforts may fail to meet the needs of customers on a timely or cost-effective basis.

Our continued success depends on our ability to maintain advanced technological capabilities, machinery and knowledge necessary to adapt to changing market demands as well as to develop and commercialize innovative products. We may not be able to develop new products as successfully as in the past or be able to keep pace with technological developments by our competitors and the industry generally. In addition, we may develop specific technologies and capabilities in anticipation of customers' demands for new innovations and technologies. If such demand does not materialize, we may be unable to recover the costs incurred in such programs. If we are unable to recover these costs or if any such programs do not progress as expected, our business, financial condition or results of operations could be materially adversely affected.

Our ability to operate our company effectively could be impaired if we fail to attract and retain key personnel.

Our ability to operate our business and implement our strategies depends, in part, on the efforts of our executive officers and other key employees. In addition, our future success will depend on, among other factors, our ability to attract and retain other qualified personnel, particularly research and development engineers and technical sales professionals. The loss of the services of any of our key employees or the failure to attract or retain other qualified personnel could have a material adverse effect on our business or business prospects.

Our Sponsors control us and may have conflicts of interest with us or you in the future.

Our Sponsors beneficially own approximately 99% of the outstanding shares of our common stock. Additionally, we have entered into a stockholders' agreement with the Sponsors that grants them certain preemptive rights to purchase additional equity and rights to designate members of our board of directors. As a result, our Sponsors have control over our decisions to enter into any corporate transaction and have the ability to prevent any transaction that requires the approval of stockholders regardless of whether or not other stockholders or noteholders believe that any such transactions are in their own best interests. For example, our Sponsors could cause us to make acquisitions that increase the amount of indebtedness that is secured or senior to the Senior Subordinated Notes or sell revenue-generating assets, impairing our ability to make payments under the notes.

Additionally, our Sponsors are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. Our Sponsors may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. So long as our Sponsors continue to own a significant amount of the outstanding shares of our common stock, even if such amount is less than 50%, they will continue to be able to strongly influence or effectively control our decisions.

Our historical and pro forma financial information may not be representative of our results as a separate, stand-alone company; we may experience difficulties operating as a stand-alone company.

Prior to December 23, 2004, we operated as a reportable business segment of Cooper Tire. Our historical and pro forma financial information for periods prior to December 23, 2004 included in this prospectus may not reflect what our results of operations, financial position and cash flows would have been had we been a separate, stand-alone entity during the periods presented, or what our results of operations, financial position and cash flows will be in the future. This is because:


•	we have made certain adjustments and allocations since Cooper Tire did not account for us as, and we were not operated as, a single, stand-alone business for the periods presented; and


•	the information does not reflect certain unforeseen changes that may occur in our operations as a result of our separation from Cooper Tire.

Accordingly, our historical results of operations may not be indicative of our future operating or financial performance. If our expenses as a stand-alone entity, particularly our general corporate overhead costs, are greater than we expect, our results of operations would be negatively impacted. For additional information, see "Summary—Summary Historical and Pro Forma Financial Data," "Unaudited Pro Forma Combined Financial Information," "Selected Historical Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

In connection with the Acquisition, we entered into a transition services agreement with Cooper Tire. While Cooper Tire is contractually obligated to provide us with certain transitional services, we cannot assure you that these services will be sustained at the same level as when we were a part of Cooper Tire or that we will obtain the same benefits as these arrangements were negotiated in the overall context of the Acquisition. Also, we cannot assure you that, after the expiration of these various arrangements, we will be able to replace the transitional services in a timely manner or on terms and conditions, including cost, as favorable as those we will receive from Cooper Tire.

Our intellectual property portfolio is subject to legal challenges.

We have developed and actively pursue developing proprietary technology in the automotive industry and rely on intellectual property laws and a number of patents in many jurisdictions to protect such technology. However, we may be unable to prevent third parties from using our intellectual property without authorization. If we had to litigate to protect these rights, any proceedings could be costly, and we may not prevail. We also face increasing exposure to the claims of others for infringement of intellectual property rights. We may have material intellectual property claims asserted against us in the future and could incur significant costs or losses related to such claims.

Our pension plans are currently underfunded and we may have to make cash payments to the plans, reducing the cash available for our business.

We sponsor various pension plans worldwide that are underfunded and will require cash payments. Additionally, if the performance of the assets in our pension plans does not meet our expectations, or if other actuarial assumptions are modified, our required contributions may be higher than we expect. If our cash flow from operations is insufficient to fund our worldwide pension liability, we may be forced to reduce or delay capital expenditures, seek additional capital or seek to restructure or refinance our indebtedness, including the notes. In addition, our share of the plan assets of Cooper Tire's U.S. salaried and non-bargained hourly employee pension plan will be transferred to our new salaried and non-bargained hourly employee pension plan based on specific computations of the U.S. Pension Benefit Guarantee Corporation.

As of December 31, 2004, our $66.1 million projected benefit obligation ("PBO") for international pension benefit obligations exceeded the fair value of the relevant plans' assets, which totaled $38.1 million, by $28.0 million. Additionally, the U.S. employees' plans' PBO exceeded plan assets by approximately $40.0 million at December 31, 2004. Historically, U.S. pension costs were

allocated to us by Cooper Tire and were reflected in our income statement but not in our assets or liabilities. The PBO for other postretirement benefits ("OPEB") was $92.8 million at December 31, 2004. In connection with the Acquisition purchase accounting, liabilities were recorded by us for the excess of all PBO amounts over related plan assets. Also, plan assets will be allocated between Cooper Tire and our company. This analysis is expected to be completed in the second quarter of 2005 and may impact the underfunded amounts discussed above. In connection with the Acquisition, the Sponsors hired Aon Consulting to estimate funding requirements for pensions and OPEB for the next five years, which they estimate are between $20 million and $25 million per year. Net periodic pension costs for U.S. and international plans, including pension benefits and OPEBs, were $23.1 million and $24.7 million for the year ended December 31, 2003 and 2004, respectively. See notes 10 and 11 to the financial statements.

We are subject to a broad range of environmental, health and safety laws and regulations, which could adversely affect our business and results of operations.

We are subject to a broad range of federal, state and local environmental and occupational safety and health laws and regulations in the United States and other countries, including those governing emissions to air, discharges to water, noise and odor emissions; the generation, handling, storage, transportation, treatment and disposal of waste materials; the cleanup of contaminated properties; and human health and safety. We may incur substantial costs associated with hazardous substance contamination or exposure, including cleanup costs, fines and civil or criminal sanctions, third party property or natural resource damage or personal injury claims, or costs to upgrade or replace existing equipment, as a result of violations of or liabilities under environmental laws or non-compliance with environmental permits required at our locations. In addition, many of our current and former facilities are located on properties with long histories of industrial or commercial operations and some of these properties have been subject to certain environmental investigations and remediation activities. Because some environmental laws (such as the Comprehensive Environmental Response, Compensation and Liability Act) can impose liability for the entire cost of cleanup upon any of the current or former owners or operators, retroactively and regardless of fault, we could become liable for investigating or remediating contamination at these or other properties (including offsite locations). We may not always be in complete compliance with all applicable requirements of environmental law or regulation, and we may incur material costs or liabilities in connection with such requirements. In addition, new environmental requirements or changes to existing requirements, or in their enforcement, could have a material adverse effect on our business, results of operations and financial condition. We have made and will continue to make expenditures to comply with environmental requirements. While our costs to defend and settle claims arising under environmental laws in the past have not been material, such costs may be material in the future. For more information about our environmental compliance and potential environmental liabilities, see "Our Business—Environmental."

If our acquisition strategy is not successful, we may not achieve our growth and profit objectives.

We may selectively pursue complementary acquisitions in the future as part of our growth strategy. While we will evaluate business opportunities on a regular basis, we may not be successful in identifying any attractive acquisitions. We may not have, or be able to raise on acceptable terms, sufficient financial resources to make acquisitions. In addition, any acquisitions we make will be subject to all of the risks inherent in an acquisition strategy, including integrating financial and operational reporting systems; establishing satisfactory budgetary and other financial controls; funding increased capital needs and overhead expenses; obtaining management personnel required for expanded operations; and funding cash flow shortages that may occur if anticipated sales and revenues are not realized or are delayed, whether by general economic or market conditions or unforeseen internal difficulties.

Risks Relating to the Exchange Notes

We may not be able to generate sufficient cash to service all of our indebtedness, including the notes, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments or to refinance our debt obligations depends on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, seek additional capital or seek to restructure or refinance our indebtedness, including the exchange notes. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to sell material assets or operations to attempt to meet our debt service and other obligations. The senior credit facilities and the indentures under which the exchange notes will be issued restrict our ability to use the proceeds from asset sales. We may not be able to consummate those asset sales to raise capital or sell assets at prices that we believe are fair and proceeds that we do receive may not be adequate to meet any debt service obligations then due. See "Description of Other Indebtedness—Senior Credit Facilities" and "Description of the Notes."

Despite our current leverage, we may still be able to incur substantially more debt. This could further exacerbate the risks that we and our subsidiaries face.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. Our revolving credit facilities provide commitments of up to $125 million, all of which are available for future borrowings. All of those borrowings would be secured and certain of our Canadian subsidiaries that are not guarantors for the exchange notes provide guarantees for the senior credit facilities. As a result, those borrowings would be effectively senior to the exchange notes and the guarantees of the exchange notes by our subsidiary guarantors. If we incur any additional indebtedness that ranks equally with the Senior Notes or the Senior Subordinated Notes, the holders of that additional debt will be entitled to share ratably with the holders of the Senior Notes and the Senior Subordinated Notes, respectively, in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of us. This may have the effect of reducing the amount of proceeds paid to you. If new debt is added to our current debt levels, the related risks that we and our subsidiaries now face could intensify.

Your right to receive payments on each series of notes is effectively junior to those lenders who have a security interest in our assets.

Our obligations under the exchange notes and our guarantors' obligations under their guarantees of the exchange notes are unsecured, but our obligations under our senior credit facilities and each guarantor's obligations under their respective guarantees of the senior credit facilities are secured by a security interest in substantially all of our domestic tangible and intangible assets and a portion of the stock of certain of our non-U.S. subsidiaries. In addition, obligations of our Canadian subsidiary borrower under the senior credit facilities are guaranteed by our wholly-owned Canadian subsidiaries and secured by substantially all of those Canadian subsidiaries' tangible and intangible assets. If we are declared bankrupt or insolvent, or if we default under our senior credit facilities, the lenders could declare all of the funds borrowed thereunder, together with accrued interest, immediately due and payable. If we were unable to repay such indebtedness, the lenders could foreclose on the pledged assets to the exclusion of holders of the exchange notes, even if an event of default exists under the indentures under which the exchange notes will be issued. Furthermore, if the lenders foreclose and

sell the pledged equity interests in any subsidiary guarantor under the exchange notes, then that guarantor will be released from its guarantee of the exchange notes automatically and immediately upon such sale. In any such event, because the exchange notes will not be secured by any of our assets or the equity interests in subsidiary guarantors, it is possible that there would be no assets remaining from which your claims could be satisfied or, if any assets remained, they might be insufficient to satisfy your claims fully. See "Description of Other Indebtedness."

As of December 31, 2004, we had $360.3 million of senior secured indebtedness. Additionally, all borrowings under our $125 million revolving credit facilities will be senior secured indebtedness. The indentures permit the incurrence of substantial additional indebtedness by us and our restricted subsidiaries in the future, including secured indebtedness.

Claims of noteholders are structurally subordinate to claims of creditors of all of our non-U.S. subsidiaries because they will not guarantee the exchange notes.

The exchange notes will not be guaranteed by any of our non-U.S. subsidiaries or our U.S. subsidiaries that are not wholly-owned. Accordingly, claims of holders of the exchange notes will be structurally subordinate to the claims of creditors of these non-guarantor subsidiaries, including trade creditors. All obligations of our non-guarantor subsidiaries will have to be satisfied before any of the assets of such subsidiaries would be available for distribution, upon a liquidation or otherwise, to us or a guarantor of the exchange notes.

As of December 31, 2004, our non-guarantor subsidiaries had total indebtedness of approximately $9.0 million (excluding non-guarantor subsidiaries' intercompany liabilities, our non-U.S. indebtedness under our senior credit facilities and guarantees of our non-U.S. indebtedness under our senior credit facilities).

Based on our historical records, our non-guarantor subsidiaries accounted for $953.4 million, or 51.2%, of our net sales (excluding non-guarantor subsidiaries' intercompany sales to Cooper-Standard Automotive Inc. and the guarantors of $11.1 million) for the year ended December 31, 2004, on a pro forma basis after giving effect to the Transactions, and $864.5 million, or 46.0%, of our assets and $435.8 million, or 27.9%, of our liabilities as of December 31, 2004, excluding all intercompany assets and liabilities.

We also have joint ventures and subsidiaries in which we own less than 100% of the equity so that, in addition to the structurally senior claims of creditors of those entities, the equity interests of our joint venture partners or other shareholders in any dividend or other distribution made by these entities would need to be satisfied on a proportionate basis with us. These joint ventures and less than wholly-owned subsidiaries may also be subject to restrictions on their ability to distribute cash to us in their financing or other agreements and, as a result, we may not be able to access their cash flow to service our debt obligations, including in respect of the exchange notes.

Your right to receive payments on the Senior Subordinated Notes will be junior to all of Cooper-Standard Automotive Inc.'s and the guarantors' senior indebtedness, including Cooper-Standard Automotive Inc.'s and the guarantors' obligations under the senior credit facilities, the Senior Notes and other existing and future senior debt.

The exchange Senior Subordinated Notes will be general unsecured obligations that will be junior in right of payment to all our existing and future senior indebtedness, including the senior credit facilities. The senior subordinated guarantees will be general unsecured obligations of the guarantors that will be junior in right of payment to all of the applicable guarantor's existing and future senior indebtedness, including the applicable guarantor's guarantee of the senior credit facilities and the Senior Notes.

Cooper-Standard Automotive Inc. and the guarantors may not pay principal, premium, if any, interest or other amounts on account of the Senior Subordinated Notes or the senior subordinated guarantees in the event of a payment default or certain other defaults in respect of certain of our senior indebtedness, including debt under the senior credit facilities and the Senior Notes, unless the

senior indebtedness has been paid in full in cash or cash equivalents or the default has been cured or waived. In addition, in the event of certain other defaults with respect to the senior indebtedness, Cooper-Standard Automotive Inc. or the guarantors may not be permitted to pay any amount on account of the Senior Subordinated Notes or the applicable senior subordinated guarantees for a designated period of time.

Because of the subordination provisions in the Senior Subordinated Notes and the senior subordinated guarantees, in the event of a bankruptcy, liquidation or dissolution of Cooper-Standard Automotive Inc. or any guarantor, Cooper-Standard Automotive Inc.'s or the guarantor's assets will not be available to pay obligations under the Senior Subordinated Notes or the applicable senior subordinated guarantee until Cooper-Standard Automotive Inc. or the guarantor has made all payments on its respective senior indebtedness. Cooper-Standard Automotive Inc. and the guarantors may not have sufficient assets after all these payments have been made to make any payments on the Senior Subordinated Notes or the applicable senior subordinated guarantee, including payments of principal or interest when due.

As of December 31, 2004, we would have had $560.3 million of senior indebtedness. The indentures permit the incurrence of substantial additional indebtedness, including senior debt, by Cooper-Standard Automotive Inc. and our restricted subsidiaries in the future.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the exchange notes.

Any default under the agreements governing our indebtedness, including a default under our senior credit facilities that is not waived by the required lenders, and the remedies sought by the holders of such indebtedness could make us unable to pay principal, premium, if any, and interest on the exchange notes and substantially decrease the market value of the exchange notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness (including our senior credit facilities), we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under our revolving credit facilities could elect to terminate their commitments, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to seek to obtain waivers from the required lenders under our senior credit facilities to avoid being in default. If we breach our covenants under our senior credit facilities and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under our senior credit facilities, the lenders could exercise their rights as described above, and we could be forced into bankruptcy or liquidation. See "Description of Other Indebtedness—Senior Credit Facilities" and "Description of the Notes."

Cooper-Standard Automotive Inc. may not be able to repurchase the exchange notes upon a change of control.

Upon the occurrence of specific kinds of change of control events, Cooper-Standard Automotive Inc. will be required to offer to repurchase all outstanding exchange notes at 101% of their principal amount, plus accrued and unpaid interest, unless such exchange notes have been previously called for redemption. We may not have sufficient financial resources to purchase all of the exchange notes that are tendered upon a change of control offer. The occurrence of a change of control could also constitute an event of default under our senior credit facilities. Our bank lenders may have the right to prohibit any such purchase or redemption, in which event we will seek to obtain waivers from the required lenders under the senior credit facilities, but may not be able to do so. See "Description of the Notes—Change of Control."

Federal and state fraudulent transfer laws may permit a court to void the exchange notes and the guarantees, and, if that occurs, you may not receive any payments on the exchange notes.

The issuance of the exchange notes and the guarantees may be subject to review under federal and state fraudulent transfer and conveyance statutes. While the relevant laws may vary from state to state, under such laws the payment of consideration will be a fraudulent conveyance if (1) Cooper-Standard Automotive Inc. paid the consideration with the intent of hindering, delaying or defrauding creditors or (2) Cooper-Standard Automotive Inc. or any of the guarantors, as applicable, received less than reasonably equivalent value or fair consideration in return for issuing the exchange notes or a guarantee, and, in the case of (2) only, one of the following is also true:


•	Cooper-Standard Automotive Inc. or any of the guarantors was insolvent or rendered insolvent by reason of the incurrence of the indebtedness;


•	payment of the consideration left Cooper-Standard Automotive Inc. or any of the guarantors with an unreasonably small amount of capital to carry on the business; or


•	Cooper-Standard Automotive Inc. or any of the guarantors intended to, or believed that it would, incur debts beyond its ability to pay as they mature.

If a court were to find that the issuance of either series of exchange notes or a guarantee was a fraudulent conveyance, the court could void the payment obligations under such exchange notes or such guarantee or further subordinate such exchange notes or such guarantee to presently existing and future indebtedness of Cooper-Standard Automotive Inc. or such guarantor, or require the holders of such exchange notes to repay any amounts received with respect to the exchange notes or such guarantee. In the event of a finding that a fraudulent conveyance occurred, you may not receive any repayment on the applicable exchange notes. Further, the voidance of any exchange notes could result in an event of default with respect to our and our subsidiaries' other debt that could result in acceleration of such debt.

Generally, an entity would be considered insolvent if, at the time it incurred indebtedness:


•	the sum of its debts, including contingent liabilities, was greater than the fair salable value of all its assets;


•	the present fair salable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts and liabilities, including contingent liabilities, as they become absolute and mature; or


•	it could not pay its debts as they become due.

We cannot be certain as to the standards a court would use to determine whether or not Cooper-Standard Automotive Inc. or the guarantors were solvent at the relevant time, or regardless of the standard that a court uses, that the issuance of the exchange notes and the guarantees would not be further subordinated to our or any of our guarantors' other debt.

If the guarantees were legally challenged, any guarantee could also be subject to the claim that, since the guarantee was incurred for our benefit, and only indirectly for the benefit of the applicable guarantor, the obligations of the applicable guarantor were incurred for less than fair consideration. A court could thus void the obligations under the guarantees, subordinate them to the applicable guarantor's other debt or take other action detrimental to the holders of the exchange notes.

Your ability to transfer the exchange notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the exchange notes.

We are offering the exchange notes to the holders of the outstanding notes. The outstanding notes were offered and sold in December 2004 to institutional investors and are eligible for trading in the PORTAL market.

We do not intend to apply for a listing of the exchange notes on a securities exchange or on any automated dealer quotation system. There is currently no established market for the exchange notes

and we cannot assure you as to the liquidity of markets that may develop for the exchange notes, your ability to sell the exchange notes or the price at which you would be able to sell the exchange notes. If such markets were to exist, the exchange notes could trade at prices that may be lower than their principal amount or purchase price depending on many factors, including prevailing interest rates, the market for similar notes, our financial and operating performance and other factors. The initial purchasers in the private offering of the outstanding notes have advised us that they currently intend to make a market with respect to the exchange notes. However, these initial purchasers are not obligated to do so, and any market making with respect to the exchange notes may be discontinued at any time without notice. In addition, such market making activity may be limited during the pendency of the exchange offer or the effectiveness of a shelf registration statement in lieu thereof. Therefore, we cannot assure you that an active market for the exchange notes will develop or, if developed, that it will continue. Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. The market, if any, for the exchange notes may experience similar disruptions and any such disruptions may adversely affect the prices at which you may sell your notes.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, business trends and other information that is not historical information and, in particular, appear under "Summary," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business." When used in this prospectus, the words "estimates," "expects," "anticipates," "projects," "plans," "intends," "believes," "forecasts," or future or conditional verbs, such as "will," "should," "could" or "may," and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, management's examination of historical operating trends and data are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them. However, we cannot assure you that these expectations, beliefs and projections will be achieved.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this prospectus. Important factors that could cause our actual results to differ materially from the forward-looking statements we make in this prospectus are set forth in this prospectus, including under "Risk Factors."

As stated elsewhere in this prospectus, such risks, uncertainties and other important factors include, among others: our substantial leverage; limitations on flexibility in operating our business contained in our debt agreements; our dependence on the automotive industry; availability and cost of raw materials; our dependence on certain major customers; competition in our industry; our conducting operations outside the United States; the uncertainty of our ability to achieve expected Lean savings; our exposure to product liability and warranty claims; labor conditions; our vulnerability to rising interest rates; our ability to meet our customers' needs for new and improved products in a timely manner; our ability to attract and retain key personnel; the possibility that our owners' interests will conflict with yours; our new status as a stand-alone company; our legal rights to our intellectual property portfolio; our underfunded pension plans; environmental and other regulation; and the possibility that our acquisition strategy will not be successful. There may be other factors that may cause our actual results to differ materially from the forward-looking statements.

All forward-looking statements attributable to us or persons acting on our behalf apply only as of the date of this prospectus and are expressly qualified in their entirety by the cautionary statements included in this prospectus. We undertake no obligation to update or revise forward-looking statements to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events.

THE ACQUISITION

General

On September 16, 2004, Cooper-Standard Holdings Inc. entered into a stock purchase agreement with the Sellers. The parties subsequently entered into an amendment to the agreement on December 3, 2004. The stock purchase agreement, as amended, provided for the acquisition by Cooper-Standard Holdings Inc. of all of the outstanding shares of capital stock of certain subsidiaries of the Sellers comprising Cooper Tire's automotive division for a purchase price of $1.165 billion in cash, subject to adjustments described below.

The purchase price was increased by $44.5 million at closing for the cash and cash equivalents, less certain debt obligations, of the acquired entities transferred with the business. In addition, the purchase price was decreased at closing by a $7.5 million hold-back contingently payable to Sellers and a $30 million hold-back to fund the final working capital adjustments described below.

The purchase price will be further adjusted to the extent that actual cash and cash equivalents less debt obligations differed from the estimated amounts at closing and for the difference between targeted working capital of $193 million and final working capital of the Automotive division at closing.

The Stock Purchase Agreement

The stock purchase agreement contains customary seller representations and warranties of the Sellers, customary buyer representations and warranties of Cooper-Standard Holdings Inc., and customary covenants and other agreements between the Sellers and Cooper-Standard Holdings Inc. The stock purchase agreement provides for indemnification for losses relating to specified events, circumstances and matters. Sellers have agreed to indemnify us and our affiliates from certain liabilities, including:


•	any losses arising from or related to the inaccuracy or breach of certain representations and warranties on the part of the Sellers contained in the stock purchase agreement;


•	any losses arising from or related to the non-fulfillment or breach of any covenant or agreement made or to be performed by the Sellers pursuant to the stock purchase agreement;


•	any losses arising from or related to any employee benefit plan as a result of the acts or omissions of Sellers or any of their subsidiaries or Affiliates in connection with the administration of such benefit plans after the closing date and before the transfer of assets and liabilities as contemplated by the stock purchase agreement;


•	any losses arising from or related to payments to our employees, including former employees, triggered in whole or in part by the transactions contemplated by the stock purchase agreement (whether alone or in connection with other events) except to the extent liability for such payment is expressly assumed by us under the stock purchase agreement;


•	any losses arising from or related to the demolition and disposal of the building and agreement to indemnify third parties for certain matters relating to the property and facility in Schenectady, New York;

•

any losses arising from or related to (1) environmental releases or disposals of hazardous materials or any violation of environmental law at or resulting from operations of any property or facility owned or operated prior to, but not after, the closing date; (2) liabilities arising out of the disposal or arranging for disposal, prior to the closing date, of hazardous materials generated or otherwise originating at the owned or leased real property acquired in the transaction at or to a location other than such owned or leased real property; (3) liabilities arising from or relating to the actual or alleged presence of asbestos or asbestos-containing materials in any of the products (or any part or component) designed, manufactured, serviced or sold, or services performed prior to the closing of the Acquisition; or (4) liabilities relating to certain environmental matters set forth in the stock purchase agreement;


•	any losses arising from or related to any matter that, but for the consummation of the Acquisition or any action or omission of the Sellers or their affiliates, would have been subject to indemnification pursuant to the Share and Business Sale and Purchase Agreement, dated as of November 22, 1999, by and among Invensys plc, Cooper Tire and the other parties named therein;


•	any losses arising from or related to any liabilities in respect of the Agreement and Plan of Merger, dated as of June 22, 2000, by and among Holm Parent, Inc., Holm Acquisition Company, The Standard Products Company and Holm Industries, Inc. and the Asset Purchase Agreement, dated as of April 20, 2000, by and between The Standard Products Company and Plastech Engineered Products, Inc.;


•	any losses arising from or related to the restructuring undertaken by Sellers to (1) transfer our assets into the entities being acquired and (2) transfer the tire business assets out of the entities to be acquired, including any severance, termination benefits or other employee benefit costs associated with the restructuring;


•	any losses resulting from claims or liabilities with respect to any employee benefit plan of the Sellers which are not expressly assumed by us or with respect to any benefit plans of the acquired entities that are not disclosed and for which costs were not expressly included in the income statements of Cooper-Standard;


•	any losses arising from or related to obligations of the entities to be acquired with respect to any repurchase of receivables or any other obligations under certain factoring agreements as a result of any transactions under such factoring agreement prior to the closing date;

•

any tax, fine, lien, penalty or other liability imposed on any entity to be acquired pursuant to Title IV of ERISA with respect to any defined benefit pension plan subject to Title IV of ERISA sponsored by Sellers or any member of their "controlled group" at any time on or prior to the closing date, except with respect to the plans sponsored by an entity to be acquired as of the closing date or plans to be assumed by, or with respect to which assets and liabilities will be transferred to us;


•	any losses (including in respect of funding obligations) resulting from claims in respect of Cooper Tire's pension plan relating to its status as a cash balance plan;

•

any losses related to claims that any name containing "Cooper," "Cooper Tire" or "Cooper- Standard" or related trademarks and intellectual property infringe on the intellectual property rights of a third party (excluding losses related to our use of such names and trademarks in noncompliance with the license to use names and trademarks of "Cooper-Standard" pursuant to the stock purchase agreement);


•	any losses relating to taxes associated with the business of the entities being acquired relating to amounts incurred on or prior to the Acquisition; and


•	any losses relating to the Sellers' inability to cause us to purchase certain real property prior to the Acquisition.

We will also be required to indemnify Cooper Tire and its affiliates following the closing of the Acquisition from liabilities arising from certain specified matters, including:


•	losses arising from or related to the inaccuracy or breach of certain of our representations and warranties contained in the stock purchase agreement;


•	losses arising from or related to the non-fulfillment or breach of any of our covenants or agreements contained in the stock purchase agreement;


•	losses arising from or related to any payments required to be made by the Sellers after the closing of the Acquisition under certain guarantees in favor of obligations of the entities to be acquired;


•	losses arising from or related to obligations arising following the closing of the Acquisition under the letters of credit in favor of obligations of the entities to be acquired to be maintained by Cooper Tire; and


•	any tax losses or liabilities relating to taxes associated with the business of the entities being acquired relating to amounts incurred after the Acquisition.

The stock purchase agreement does not allow us or the Sellers to make a claim for any loss or damage relating to a breach of representation or warranty (other than with respect to the Sellers' representations and warranties with respect to taxes) unless the losses or damages for any claim or series of related claims exceed $100,000 (other than for losses relating to specified representations and warranties). The parties' indemnification obligations with respect to breaches of representations and warranties (other than with respect to the Sellers' representations and warranties with respect to taxes) are subject to a deductible for the first $11,650,000 in damages (other than for losses relating to specified representations and warranties not subject to the deductible). After a party has incurred $11,650,000 in damages as a result of breaches of representations and warranties contained in the stock purchase agreement that are subject to the deductible, the indemnifying party is required to indemnify the other party for the full amount of all such damages in excess of $11,650,000 up to a $174,750,000 cap (other than for losses arising from breaches of specified representations and warranties to which this cap does not apply).

Related Agreements

In addition to the stock purchase agreement, we entered into a transition services agreement with the Sellers pursuant to which the Sellers agreed to provide services to us on a basis generally consistent with the historical operations of the Sellers, with prices based on rates negotiated in connection with the execution of the stock purchase agreement. We also entered into a supply agreement with the Sellers. See "Certain Relationships and Related Party Transactions—Agreements Related to the Acquisition."

USE OF PROCEEDS

This prospectus is delivered in connection with the sale of notes by Goldman, Sachs & Co. in market-making transactions. We will not receive any of the proceeds from such transactions.

CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2004. The information in this table should be read in conjunction with "The Acquisition," "Unaudited Pro Forma Combined Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the combined financial statements of Cooper-Standard and the consolidated financial statements of Cooper-Standard Holdings Inc. included elsewhere in this prospectus.


	As of December 31, 2004
	(dollars in millions)
Net cash and cash equivalents⁽¹⁾	$	81.3
Debt:
Senior credit facilities:
Revolving credit facilities⁽²⁾	$	—
Term Loan A facility⁽³⁾		51.3
Term Loan B facility		115.0
Term Loan C facility		185.0
Notes:
Senior Notes		200.0
Senior Subordinated Notes		350.0
Other debt⁽⁴⁾		9.0
Total debt		910.3
Equity⁽⁵⁾		318.2
Total capitalization	$	1,228.5


(1)	Includes $162.9 million of cash and cash equivalents less $81.6 million of short-term notes payable.


(2)	Our revolving credit facilities provides commitments for up to $125 million of borrowings. We expect to issue an aggregate of approximately $14.3 million of letters of credit within the next year to replace existing letters of credit issued by Cooper Tire for our benefit.


(3)	The Term Loan A facility is denominated in Canadian dollars and equaled approximately C$61.5 million at the closing of the Transactions. The amount of the facility is translated from Canadian dollars to U.S. dollars using the end-of-day buying rate for U.S. dollars on December 31, 2004 as published by The Wall Street Journal, which exchange rate was C$1.00 = U.S.$0.834.


(4)	Consists of $4.6 million of capitalized lease obligations and $4.4 million of other third-party debt at December 31, 2004.


(5)	Does not give effect to Cooper-Standard Holdings Inc. common stock that members of management have agreed to purchase with certain payments expected to be received from Cooper Tire in 2005 related to the Acquisition.

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The following unaudited pro forma combined statement of operations gives effect to the Transactions as if they had occurred on January 1, 2004. The unaudited pro forma financial information is based on the audited combined and consolidated financial statements of Cooper-Standard Holdings Inc. for the year ended December 31, 2004 appearing elsewhere in this prospectus and should be read in conjunction with the historical financial statements and notes thereto included elsewhere in this prospectus, "Management's Discussion and Analysis of Financial Condition and Results of Operations." A pro forma balance sheet has not been presented as the impact of purchase accounting adjustments is presented in the audited successor balance sheet, "Use of Proceeds" and the other financial information appearing elsewhere in this prospectus.

The Acquisition was accounted for using the purchase method of accounting in accordance with Statement of Financial Accounting Standard No. 141, "Business Combinations," pursuant to which the total purchase price of the Acquisition, including related fees and expenses, was allocated to our net assets based upon our estimates of fair value. The final allocation of the purchase price to the net assets acquired will be made in 2005 based upon a formal valuation analysis of the fair value of assets acquired and liabilities that we assumed as of the closing date. The actual amounts that we record based on our final assessment of fair values may differ materially from the information presented in the unaudited pro forma combined financial information. Amounts preliminarily allocated to intangible assets with indefinite lives and to tangible and intangible assets with definite lives may change significantly, and amortization methods and useful lives may differ from the assumptions we used in this unaudited pro forma combined financial information, any of which could result in a material change in depreciation and amortization expense.

The unaudited pro forma combined statement of operations is provided for illustrative purposes only and does not purport to be indicative of what our actual combined results of operations or financial position would have been had the Transactions been consummated on or as of the dates indicated, nor do they purport to be indicative of the results of operations or financial condition that we may achieve in the future.

COOPER-STANDARD HOLDINGS INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
For the year ended December 31, 2004
(dollars in millions)


	Predecessor Historical			Successor Historical			Pro Formal SPA Adjustments (Note 1)			Pro Forma Acquisition and Financing Adjustments (Note 2)			Pro Forma
Net sales	$	1,858.9		$	4.7		$	(1.6)	(a)	$	—		$	1,862.0
Cost of products sold		(1,539.1	)		(4.7	)		3.0	(a)		(1.0	)(c)		(1,547.5	)
											4.1	(d)
											(9.8	)(e)
Gross profit		319.8			—			1.4			(6.7	)		314.5
Selling, administration and engineering		(178.2	)		(5.2	)		—			(26.5	)(c)		(206.3	)
											1.4	(d)
											2.2	(f)
Restructuring (i)		(21.2	)		—			—			—			(21.2	)
Operating profit		120.4			(5.2	)		1.4			(29.6	)		87.0
Other income (expense)
Interest expense, net		(1.8	)		(5.7	)		—			(57.9	)(g)		(65.4	)
Equity earnings		1.0			—			—			—			1.0
Other income (expense)		(2.1	)		4.6			—			—			2.5
Income before income taxes		117.5			(6.3	)		1.4			(87.5	)		25.1
Provision for income taxes		(34.2	)		1.8			(0.5	)(b)		30.6	(h)		(2.3	)
Net income	$	83.3		$	(4.5	)	$	0.9		$	(56.9	)	$	22.8

NOTES TO THE UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

The Unaudited Pro Forma Combined Statement of Operations include the adjustments necessary to reflect the Transactions as if they had occurred on January 1, 2004.

Note 1. Pro Forma SPA Adjustments

Based on the stock purchase agreement, certain facilities that are no longer utilized or that are in the process of being closed were retained by Cooper Tire. The Pro Forma SPA Adjustments reflect the elimination of revenues and expenses related to such facilities, which are included in our historical operating statements.


(a)	Cleveland facility plastic service parts business sold independently and not included in the Transactions.


(b)	Tax effects of the applicable pro forma adjustments above at various tax rates.

Note 2. Acquisition and Financing Pro Forma Adjustments

The Acquisition and Financing pro forma adjustments include the following adjustments to reflect the estimated effect of the Transactions as if they had occurred on January 1, 2004:


(c)	A net increase in depreciation and amortization expense based on our preliminary application of purchase accounting.


	Year Ended December 31, 2004
	(dollars in millions)
Pro forma incremental depreciation expense in cost of products sold	$	1.0

Incremental depreciation in selling, administration and engineering expense	$	0.3
Incremental amortization in selling, administration and engineering expense		26.2
Pro forma depreciation and amortization adjustment to selling, administration and engineering expense	$	26.5

Acquired property, plant and equipment are depreciated over their remaining useful lives of one to 40 years. Acquired intangible assets are amortized over their remaining useful lives of 7 to 20 years.


(d)	Net decrease to expense for pensions and postretirement benefits other than pensions for amortization of actuarial losses and prior service costs reset to zero as part of purchase accounting.


(e)	Increase to cost of products sold to reflect pro forma liquidation of inventory write-up recorded as a result of the Acquisition. The total inventory write-up related to the Acquisition is $10.2 million, of which $0.4 million is included in Successor 2004 cost of products sold. The remaining $9.8 million will be recorded in 2005. See also note (i) below.


(f)	Elimination of certain compensation costs incurred directly related to the Acquisition.

(g)

A net increase in interest expense resulting from (i) our new pro forma debt structure, including the outstanding notes, (ii) amortization of approximately $27.8 million of financing costs over the terms of the corresponding debt and (iii) elimination of $4.0 million in bank fees incurred for a bridge loan facility in connection with the Acquisition and recorded as interest expense during the period from December 24, 2004 to December 31, 2004. Approximately $350.0 million of our debt is at floating interest rates. A 1/8% increase in the average interest rate on this debt would increase interest expense by approximately $0.4 million per year.


(h)	Adjustment to record the tax effects of the above pro forma adjustments at an assumed tax rate of 35.0%.

(i)

Pro forma results include restructuring expenses of $21.2 million incurred by the Predecessor for employee termination benefits, asset impairments, and other exit costs directly related to facilities that were not acquired by the Successor as well as $10.2 million of cost of products sold related to liquidation of the inventory write-up recorded as a result of the Acquisition. Excluding such costs, net of related tax benefits of $5.3 million, would have the following impact on pro forma results of operations for 2004:


	As Reported		Inventory and Restructuring Adjustments		Adjusted
Pro forma operating profit	$	87.0	$	31.4	$	118.4
Pro forma net income		22.8		26.1		48.9

SELECTED HISTORICAL FINANCIAL DATA

The selected historical financial data referred to as the Successor data as of December 31, 2004 and for the period from December 24, 2004 to December 31, 2004 have been derived from the consolidated audited financial statements of Cooper-Standard Holdings Inc. and its subsidiaries which have been audited by Ernst & Young LLP, independent registered public accountants.

The selected historical financial data referred to as the Predecessor financial data as of December 31, 2003 and for each of two years in the period ended December 31, 2003 and the period from January 1, 2004 to December 23, 2004 have been derived from the combined audited financial statements of the Automotive segment of Cooper Tire, which have been audited by Ernst & Young LLP, independent registered public accountants. The selected historical financial data as of December 31, 2002, and as of and for the years ended December 31, 2001 and 2000, are derived from unaudited historical combined financial statements of the Automotive segment of Cooper Tire. In the opinion of management, such unaudited financial data reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the results for that period. The information reflects our business as it has historically operated within Cooper Tire, and includes certain assets and liabilities that we did not acquire or assume as part of the Acquisition. Also, on December 23, 2004, Cooper-Standard Holdings Inc., which has never had any independent operations, purchased the Automotive business represented in the historical Predecessor financial statements. As a result of applying the required purchase accounting rules to the Acquisition and accounting for the assets and liabilities there were not assumed in the Acquisition, our financial statements for the period following the transactions were significantly affected. The application of purchase accounting rules required us to revalue our assets and liabilities, which resulted in different accounting bases being applied in different periods. As a result, historical combined financial data included in this prospectus in Predecessor statements may not reflect what our actual financial position, results of operations and cash flows would have been had we operated as a separate, stand-alone company as of and for those periods presented.

The audited combined financial statements as of December 31, 2003 for the Automotive segment of Cooper Tire and as of December 31, 2004 for Cooper-Standard Holdings Inc. and for the periods from January 1, 2002 to December 31, 2002, from January 1, 2003 to December 31, 2003 and from January 1, 2004 to December 23, 2004 for the Automotive segment of Cooper Tire and for the period from December 24, 2004 to December 31, 2004 for Cooper-Standard Holdings Inc. are included elsewhere in this prospectus.

You should read the following data in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and with the financial information included elsewhere in this prospectus.


	Predecessor															Successor
	Year Ended December 31,												January 1 to December 23,			December 24 to December 31,
	2000⁽¹⁾			2001			2002			2003			2004			2004
Statement of income data
Net sales	$	1,698.5		$	1,477.4		$	1,586.0		$	1,662.2		$	1,858.9		$	4.7
Cost of products sold		1,411.1			1,249.8			1,295.5			1,389.2			1,539.1			4.7
Gross profit		287.4			227.6			290.5			273.0			319.8			—
Selling, administration, and engineering expenses		173.5			180.3			168.4			163.5			178.2			5.2
Restructuring		43.9			7.0			4.4			12.8			21.2			—
Operating profit		70.0			40.3			117.7			96.7			120.4			(5.2	)
Interest expense, net		(73.2	)		(2.8	)		(6.9	)		(4.9	)		(1.8	)		(5.7	)
Equity earnings		4.1			2.6			3.7			0.9			1.0			—
Other income (expense)		(2.6	)		(0.2	)		(2.2	)		(1.0	)		(2.1	)		4.6
Income before income taxes		(1.7	)		39.9			112.3			91.7			117.5			(6.3	)
Provision for income tax		—			23.8			40.8			34.3			34.2			(1.8	)
Net income (loss)	$	(1.7	)	$	16.1		$	71.5		$	57.4		$	83.3		$	(4.5	)
Statement of cash flows data
Net cash provided (used) by:
Operating activities	$	25.3		$	(44.5	)	$	115.6		$	117.7		$	124.8		$	29.3
Investment activities		(11.8	)		(53.4	)		(57.4	)		(53.3	)		(46.1	)		(1,085.6	)
Financing activities		5.4			119.2			(29.4	)		(42.8	)		(92.7	)		1,220.9
Other financial data
Capital expenditures	$	95.8		$	58.4		$	66.5		$	58.7		$	62.7		$	0.3
Ratio of earnings to fixed charges (unaudited):⁽²⁾		—			4.5x			9.7x			8.7x			13.9x			—
Balance sheet data
Cash and cash equivalents	$	37.7		$	42.8		$	88.6		$	130.4					$	162.9
Net working capital⁽³⁾		152.1			149.4			118.0			165.4						128.1
Total assets		1,448.7			1,329.5			1,372.0			1,484.5						1,879.6
Total non-current liabilities		96.1			81.3			78.6			90.1						1,159.4
Total debt⁽⁴⁾		20.9			11.9			27.2			41.5						991.9
Net parent investment/ Stockholders' equity		1,068.1			1,022.7			1,069.6			1,124.4						318.2


(1)	During the year ended December 31, 2000, we acquired Siebe Automotive, divested certain non-core businesses and initiated several restructuring initiatives that significantly impact the comparability of this period's selected historical financial data to that of other similar periods.

(2)

For purposes of calculating the ratio of earnings to fixed charges, earnings represents earnings from continuing operations before income taxes, less income from equity method investments, plus minority interest expense and fixed charges. Fixed charges include interest expense and the portion of operating rental expense which management believes is representative of the interest component of rent expense (assumed to be 33%). For the year ended December 31, 2000, additional earnings of $5.8 million would have been required to make the ratio 1.0x. For the period from December 24, 2004 to December 31, 2004, our fixed charges exceeded our earnings by $6.3 million.


(3)	Net working capital is defined as current assets (excluding cash and cash equivalents) less current liabilities (excluding short-term debt and current portion of long-term debt).


(4)	Includes term loans, bonds, cash overdraw balances and $4.6 million in capital leases and $4.4 million of other third-party debt at December 31, 2004.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations cover periods prior to the Transactions. You should read the following discussion together with the sections entitled "Risk Factors," "Unaudited Pro Forma Combined Financial Information," "Selected Historical Financial Data" and the historical combined financial statements of Cooper-Standard included elsewhere in this prospectus.

Basis of Presentation

The Predecessor did not historically operate as a stand-alone business, but as a reportable business segment of Cooper Tire & Rubber Company. The audited and unaudited financial information of the Predecessor represents our business as it historically operated and includes certain assets and liabilities, principally related to closed plants or those in the process of being closed, which were not acquired or assumed as part of the Transactions, and also includes U.S. pension program balances previously held at the parent company. Also, due to the change in ownership in the Acquisition, and the resultant application of purchase accounting, the historical financial statements of the Predecessor and the Successor included in this prospectus have been prepared on different bases for the periods presented and are not comparable. For a presentation of adjustments to exclude operations not acquired as well as adjustments to reflect purchase accounting, see "Unaudited Pro Forma Combined Financial Information."

The following provides a description of the basis of presentation during all periods presented:

Predecessor: Represents the combined financial position, results of operations and cash flows of the Automotive segment of Cooper Tire for all periods prior to the Acquisition on December 23, 2004. This presentation reflects the historical basis of accounting without any application of purchase accounting for the Acquisition.

Successor: Represents our consolidated financial position as of December 31, 2004 and our consolidated results of operations and cash flows for the period from December 24, 2004 to December 31, 2004 following the Acquisition. The financial position as of December 31, 2004 and results of operations and cash flows for the period from December 24, 2004 to December 31, 2004 reflect the preliminary application of purchase accounting, described below, relating to the Acquisition and the adjustments required to reflect the assets and liabilities not acquired in the Acquisition and the adjustments for domestic pension liabilities previously held by Cooper Tire.

Combined Fiscal 2004: Represents the combined historical results of the Predecessor and Successor for the year ended December 31, 2004. Such information is provided for informational purposes only and does not purport to be indicative of the results which would have actually been attained had the Acquisition not occurred. However, especially given the impact of the year-end production shutdowns by our major customers on the Successor's 2004 results of operations, such information is considered a more representative basis of comparison to 2003.

As a result of the foregoing, the historical financial information for periods prior to December 24, 2004 included in this prospectus may not reflect what our results of operations, financial position and cash flows would have been had we operated as a separate, stand-alone company for such periods.

Company Overview

We produce body sealing, fluid handling and vibration control components, systems, subsystems and modules for use in passenger vehicles and light trucks manufactured by global OEMs. Approximately 90% of our sales consist of original equipment sold directly to the OEMs for installation on new vehicles. The remaining 10% of our sales are primarily to Tier I and Tier II suppliers. Accordingly, sales of our products are directly affected by the annual vehicle production of OEMs, and in particular the production levels of the vehicles for which we provide specific parts. In most cases, our products are custom designed and engineered for a specific vehicle platform. Our sales and product development personnel frequently work directly with the OEMs' engineering departments in the design and development of our various products.

Although each OEM may emphasize different requirements as the primary criteria for judging its suppliers, we believe success as an automotive supplier generally requires outstanding performance with respect to price, quality, service, performance, design and engineering capabilities, innovation and timely delivery. As such, we believe our continued commitment to investment in our engineering and design capability, including enhanced computerized software design capabilities, is important to future success, and many of our present initiatives are designed to enhance these capabilities. To remain competitive we must also consistently achieve cost savings; we believe we will continue to be successful in our efforts to improve our engineering, design and manufacturing processes and implement our Lean initiatives.

Our OEM sales are generally based upon purchase orders issued by the OEMs and as such we do not have a backlog of orders at any point in time. Based upon planned production levels, the OEMs specify quantities of components required by their manufacturing plants, which provides us with significant annual visibility of our production volumes. Once selected to supply products for a particular platform, we typically supply those products for the platform life, which is typically six to eight years. In addition, when we are the incumbent supplier to a given platform, we believe we have an advantage in winning the redesign or replacement platform. Substantially all of our sales during the year ended December 31, 2004 were attributable to platforms that are expected to be in production through 2006 or are being replaced by platforms for which we have already been selected to provide content.

We provide parts to virtually every major global OEM for use on more than 180 different platforms. However, we generate a significant portion of our sales from the Big 3. For the year ended December 31, 2004, our sales to the global operations of Ford, General Motors and DaimlerChrysler comprised approximately 35%, 21% and 14% of our net sales, respectively. Significant reduction of our sales to or the loss of any one of these customers or any significant reduction in these customers' market shares could have a material adverse effect on the financial results of our company.

While approximately 70% of sales are generated in North America, we maintain sales offices in strategic locations throughout the world to provide support and service to our global OEM customers. We continue to expand internationally and in May 2004 we completed the expansion of our body sealing systems facility in Poland, more than doubling its original size. This expansion positions us for continued growth in Eastern Europe and is also part of our strategy to selectively relocate facilities to lower cost countries. In July 2004, we entered into a joint-venture agreement with China-based Saiyang Sealing to manufacture and sell automotive body sealing products in China under the name Cooper Saiyang Wuhu Automotive. This venture has already secured business with two Chinese OEMs. In the third quarter, we opened manufacturing facilities for NVH control and fluid handling products in China to serve both the rapidly expanding Chinese market and, to a lesser extent, the North American market.

Historically, our operations in Canada and Western Europe have not presented materially different risks or problems from those we have encountered in the United States, although the cost and complexity of streamlining operations in certain European countries is greater than would be the case in the United States. This is due primarily to labor laws in those countries that can make reducing employment levels more time-consuming and expensive than in the United States. We believe the risks of conducting business in less developed markets, including Brazil, Mexico, Poland, Czech Republic, China, Korea and India, are somewhat greater than in the U.S., Canadian and Western European markets. This is due to the potential for currency volatility, high interest, inflation rates, and the general political and economic instability that are associated with emerging markets.

Business Environment and Outlook

Our business is greatly affected by the automotive build rates in North America and Europe. New vehicle demand is driven by macro-economic and other factors such as interest rates, manufacturer and dealer sales incentives, fuel prices, consumer confidence and employment and income growth trends. According to J.D. Power-LMC, light vehicle production in North America is expected to be 16.1 million units in 2005, compared to 15.7 million units produced in 2004. European

production levels in 2005 are expected to be 20.1 million units, approximately the same number of units produced in 2004. Light vehicle production in South America is expected to increase to nearly 2.6 million vehicles in 2005 from 2.5 million vehicles produced in 2004.

Competition in the automotive supplier industry is intense and has increased in recent years as OEMs have demonstrated a preference for stronger relationships with fewer suppliers. There are typically three or more significant competitors and numerous smaller competitors for most of the products we produce, and competition can always arise from new sources. For example, certain of our products have experienced new competition from lower cost imports from Korea. We addressed this challenge with a combination of North American cost reductions and our own Asian sourcing.

Pricing pressure is also prevalent as competition for market share among U.S.-based OEMs, as evidenced by zero percent financing and record high rebates, has reduced the overall profitability of the industry and resulted in continued pressure on suppliers for price concessions. The market shares of the Big 3, which are also our three largest customers, have declined in recent years and may continue to decline in the future. OEMs have been further hurt by increased pension and other retirement-related costs and by the impact of global overcapacity. This pricing pressure will continue to drive our focus on implementing Lean initiatives to achieve cost savings and selectively consolidate and relocate facilities to optimize our cost structure.

Another trend affecting our business is the global expansion of our customers. Consolidation among the OEMs in recent years has resulted in the creation of a relatively small number of very large global customers that increasingly require their suppliers to serve them on a global basis. We have expanded our business globally and believe we have the size, geographic breadth and resources to meet our customers' requirements. We have accomplished this via a combination of organic growth and joint ventures, which we believe have ensured that we provide the same high levels of quality, service and design and engineering support that we provide in our domestic markets.

Lastly, OEMs have shifted some research and development, design and testing responsibility to suppliers, while at the same time shortening new product cycle times. To remain competitive suppliers must have state-of-the-art engineering and design capabilities and must be able to continuously improve their engineering, design and manufacturing processes. Suppliers are increasingly expected to collaborate on or assume the product design and development of key automotive components, and to provide value added solutions under more stringent time frames.

We expect net sales during the first quarter of 2005 to be slightly lower than 2004 levels due to lower production volumes on some Ford and GM platforms and customer price concessions; partially offset by favorable foreign currency translation. Our performance in 2005 may differ from present expectations in the event the light vehicle production is either significantly higher or lower and material price/surcharges are higher than presently forecasted. According to J.D. Power-LMC, North America and Europe light vehicle production in the first quarter is estimated at 4.0 and 5.0 million units compared to 4.1 and 5.1 million units in 2004.

Results of Operations


	Predecessor									Successor			Combined Fiscal 2004
	Year Ended December 31,						January 1 to December 23,			December 24 to December 31,
	2002			2003			2004			2004
Statement of income data
Net sales	$	1,586.0		$	1,662.2		$	1,858.9		$	4.7		$	1,863.6
Cost of products sold		1,295.5			1,389.2			1,539.1			4.7			1,543.8
Gross profit		290.5			273.0			319.8			—			319.8
Selling, administration, and engineering expenses		168.4			163.5			178.2			5.2			183.4
Restructuring		4.4			12.8			21.2			—			21.2
Operating profit		117.7			96.7			120.4			(5.2	)		115.2
Interest expense, net		(6.9	)		(4.9	)		(1.8	)		(5.7	)		(7.5	)
Equity earnings		3.7			0.9			1.0			—			1.0
Other income (expense)		(2.2	)		(1.0	)		(2.1	)		4.6			2.5
Income before income taxes		112.3			91.7			117.5			(6.3	)		111.2
Provision for income tax (benefit)		40.8			34.3			34.2			(1.8	)		32.4
Net income (loss)	$	71.5		$	57.4		$	83.3		$	(4.5	)	$	78.8

Combined Periods Beginning January 1, 2004 through December 23, 2004 and Beginning December 24, 2004 through December 31, 2004 (together, "Combined Fiscal 2004") Compared to the Year Ended December 31, 2003

Net Sales: Our net sales increased from $1,662 million in 2003 to $1,864 million in Combined Fiscal 2004, an increase of $201 million, or 12%. The increase in our net sales was in part due to higher volume and new business in each of our business segments. Volume and new business for our body sealing, fluid handling and NVH control segments accounted for net sales increases of $143 million, $69 million and $35 million, respectively. Net sales also increased as a result of a $71 million favorable foreign currency translation. These increases were partially offset by the impact of run-out businesses and price concessions, which together decreased our total net sales by $117 million. Our operations in North America generated $116 million of our increased sales from new business and $22 million of the favorable foreign currency translation. Light vehicle production in North America decreased slightly in Combined Fiscal 2004 to 15.7 million vehicles compared to 2003 at 15.9 million vehicles. In our international operations, a sales increase of $85 million was attributable to the favorable impact of foreign currency translation and $17 million was attributable to the inclusion of the sales of Cooper-Standard Automotive of Korea, Inc. The impact of new business and increased production volume offset lost business and price concessions. Production in Europe increased from 19.5 million vehicles in 2003 to 20.1 million vehicles in Combined Fiscal 2004.

Gross Profit: Gross profit was $46.8 million higher in Combined Fiscal 2004 than in 2003. This increase from $273 million to $319.8 million, due to higher volumes on new and current businesses, favorable currency exchange translation and lean initiatives was partially offset by lost volumes on run-off businesses, customer price concessions and higher steel surcharges.

Operating Profit: Operating profit in Combined Fiscal 2004 was $18.4 million higher than the operating profit reported in 2003, increasing from $96.7 million to $115.1 million. Selling, administration and engineering expenses were higher by $19.8 million due to lower engineering recoveries, a negative foreign exchange impact of $5.9 million and higher incentive compensation and inflationary increases in wages and benefits. Restructuring costs were $8.4 million lower due to the continued spending on previously announced plant closures and consolidation of European engineering and administration headquarters.

Income before Income Taxes: Income before income taxes was $19.5 million higher in Combined Fiscal 2004 than in 2003. Sealing segment income before taxes was $14.7 million higher than 2003 due to operational improvements and increased volumes primarily due to operating items mentioned above along with favorable foreign exchange impact. Income before taxes for the Fluid segment was $16.4 million higher than 2003 due primarily to increased sales. The NVH segment reported $14.3 million lower income before taxes due to increased raw material costs exceeding increases from net new business.

Interest Expense, net: Interest expense increased by $2.5 million for Combined Fiscal 2004, primarily due to bridge loan fees of $4 million related to the Acquisition and $1.7 million of interest expense related to increased indebtedness used to finance the Acquisition. These increases were offset by reduced borrowings under other credit facilities.

Other Income (Expense): Other income improved by $3.5 million in Combined Fiscal 2004, primarily due to a foreign exchange gain of $4.1 million after the Acquisition related to changes in the value of a U.S. dollar denominated term loan of one of our Canadian subsidiaries.

Provision for Income Tax Expense (Benefit): Our effective tax rate decreased from 37.4% for 2003 to 29.1% for Combined Fiscal 2004 due to an income tax benefit of $5.5 million resulting from the reversal of certain valuation allowances in Predecessor 2004 and changes in the distribution of income between U.S. and foreign sources.

Short Period Discussions on a Historical Basis

As a result of the Acquisition, our historical results of operations for the eight days ended December 31, 2004 are reported on a different basis under the purchase method of accounting and thus are not comparable to previous periods of the Predecessor. Following is a discussion of the results of operations of the Predecessor for the period from January 1, 2004 to December 23, 2004 and of the Successor for the eight days ended December 31, 2004 on a historical basis.

Period from January 1, 2004 to December 23, 2004

For the period from January 1, 2004 to December 23, 2004, the Predecessor generated net sales of $1,858.9 million, with cost of sales of $1,539.1 million, resulting in a gross profit of $319.8 million, or 17.2% of sales. Selling, administration and engineering expenses were $178.2 million, or 9.6% of sales. Restructuring expenses were $21.2 million and consisted of continuing costs related to initiatives begun in 2003. Operating profit was $120.4 million, while net income was $83.3 million, or 4.5% of sales.

Eight Days Ended December 31, 2004

For the eight days ended December 31, 2004, the Successor generated sales of $4.7 million, with cost of sales of $4.7 million. Production costs incurred for the month of December were reflected in the period in which production occurred, substantially all of which occurred during the period from January 1, 2004 to December 23, 2004. As a result of the year-end shutdowns common to the automotive industry, combined with an increase in the recorded value of our inventories to their fair market value as of the date of the Acquisition, gross profit for this period was $0. Selling, administration and engineering expenses were $5.2 million, or 110.6% of sales, due to the lack of sales volume resulting from the year-end shutdowns. Operating loss was $5.2 million, while net loss was $4.5 million, or 97.7% of sales.

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

Net Sales: Our net sales increased from approximately $1.6 billion in 2002 to $1.7 billion in 2003, an increase of $76.3 million, or 4.8% percent. Sales attributable to our fluid handling and NVH control segments increased by $70.8 million to $574.0 million (14%) and by $15.0 million to $341.1 million (4.6%), respectively, compared to 2002 due primarily to $90.7 million in favorable foreign currency translation. Sales attributable to our body sealing segment declined by $10.9 million to $747.2 million (1%) due to the impact of run-out business and price concessions. In North America, sales increased by $6.3 million in 2003 compared to 2002 as a result of net new business and the impact of $32.7

million in favorable foreign translation offset by lower production levels and price concessions. Light vehicle production in North America decreased in 2003 to 15.9 million vehicles from 16.4 million vehicles in 2002. In our international operations, a sales increase of $70.0 million was attributable to the favorable impact of foreign currency translation and the inclusion of the sales of Cooper-Standard Automotive of Korea, Inc. of $14.2 million for the last seven months of the year. The impact of new business and increased production volume offset lost business and price concessions. Production in Europe increased from 19.2 million vehicles in 2002 to 19.5 million vehicles in 2003.

Gross Profit: Gross profit was $17.4 million lower in 2003 than in 2002, decreasing from $290.5 million to $273.0 million, due to operational issues in certain facilities and due to multiple late changes in specifications in the launch of the F-150 truck. We also experienced one-time costs related to the implementation of new computer software and the write-off of tooling and equipment for an unsuccessful diesel product launch. These costs offset increased volume, favorable currency exchange translation and Lean initiatives.

Operating Profit: Operating profit in 2003 was $21.0 million lower than the operating profit reported in 2002, decreasing from $117.7 million to $96.7 million. Selling, administration and engineering expenses were lower by $4.8 million due to lower engineering recoveries, reduced bonuses and lower headcount. Restructuring costs were $8.4 million higher due to the announced closures of two facilities in the United Kingdom, consolidation of European engineering and administration headquarters and the transfer of the Cleveland plastics business.

Income before Income Taxes: Income before income taxes was $20.6 million lower in 2003 than in 2002. Sealing segment income before taxes was $33.1 million lower than 2002 due to certain operational inefficiencies and lower sales. Income before taxes for the fluid segment was $5.0 million higher than 2002 due to higher volumes, net new business and favorable foreign exchange. The NVH segment reported $10.8 million higher earnings before taxes due to favorable foreign exchange impact, increased sales and lean initiatives. Other net expenses negatively impacted earnings before taxes by $3.7 million.

Off-Balance Sheet Arrangements

We have provided a guarantee of a portion of the bank loans made to our joint venture with Nishikawa Rubber Company. This debt guarantee is required of the partners by the joint-venture agreement and serves to support the credit-worthiness of the joint venture, Nishikawa Standard Company ("NISCO"). On July 1, 2003, the joint venture entered into an additional bank loan with the joint venture partners each guaranteeing an equal portion of the amount borrowed. In accordance with FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others," guarantees meeting the characteristics described in the Interpretation are required to be recorded at fair value. As of December 31, 2004, we have recorded a $29,000 liability related to the guarantee of this debt with a corresponding increase to the carrying value of our investment in the joint venture. Our maximum exposure under the two guarantee arrangements at December 31, 2004 was $5.0 million.

As of December 31, 2004 we had no other material off-balance sheet arrangements.

Liquidity and Capital Resources

Operating Activities: The Combined Fiscal 2004 cash flow provided by operations was $154.1 million, an increase of $36.4 million from 2003 due primarily to increases in net income and non-cash items included in net income. The 2003 cash flow provided by operations was $117.7 million, after a $9.9 million increase of working capital due primarily to increased tooling costs and accounts receivable. We anticipate that cash flows from operations for the next twelve months will be positive and will exceed our projected capital expenditures and working capital needs even if business levels are lower than presently forecast.

Investing Activities: Cash used in investing activities was $1,131.7 million in Combined 2004, which includes $1,085 million for the acquisition of Cooper-Standard Automotive Inc. from Cooper

Tire, capital spending of $63.0 million and offsetting proceeds from assets sales amounting to $16.5 million. Cash used in investing activities for 2002 and 2003 consisted of capital spending offset by various plant and assets sales. We anticipate that we will spend approximately $78 million on capital expenditures in 2005. A portion of these capital expenditures in 2004 and 2005 are or will be attributable to new facilities being built in China.

Financing Activities: Cash used in financing activities prior to the Acquisition related primarily to inter-company activity and were not reflective of our current stand-alone financial structure.

During Combined Fiscal 2004, net cash provided by financing activities totaled $1,128.2 million during Combined Fiscal 2004. This was primarily comprised of net borrowings of $900 million and a $318 million capital contribution from the Sponsors and our senior management, which were used to finance the Acquisition. Of the fees incurred in connection with the Acquisition and related financing, $27.8 million was directly attributable to the debt financing.

Since the consummation of the Transactions, we have been significantly leveraged. As of December 31, 2004, we have outstanding $910.3 million in aggregate indebtedness, with an additional $125 million of borrowing capacity available under our revolving credit facilities (not giving effect to any outstanding letters of credit, which would reduce the amount available under our new revolving credit facilities). Our liquidity requirements will be significant, primarily due to debt service requirements. On a pro forma basis, after giving effect to the Transactions, our interest expense for Combined Fiscal 2004 would have been $65.4 million.

Senior credit facilities. Our senior credit facilities consist of revolving credit facilities and term loan facilities. Our revolving credit facilities provide for loans in a total principal amount of up to $125 million with a maturity of six years. The senior credit facilities include a Term Loan A facility of the Canadian dollar equivalent of $51.3 million with a maturity of six years, a Term Loan B facility of $115 million with a maturity of seven years and a Term Loan C facility of $185 million with a maturity of seven years. The term loans were used to fund the Acquisition. See "Description of Other Indebtedness."

The borrowings under the senior credit facilities denominated in US dollars bear interest at a rate equal to an applicable margin plus, at our or the Canadian Borrower's option, as applicable, either (a) a base rate determined by reference to the higher of (1) the prime rate of Deutsche Bank Trust Company Americas (or another bank of recognized standing reasonably selected by Deutsche Bank Trust Company Americas) and (2) the federal funds rate plus 0.5% or (b) LIBOR rate determined by reference to the costs of funds for deposits in US dollars for the interest period relevant to such borrowing adjusted for certain additional costs. Borrowings under the senior credit facilities denominated in Canadian dollars bear interest at a rate equal to an applicable margin plus, at the Canadian Borrower's option, either (a) an adjusted Canadian prime rate determined by reference to the higher of (1) the prime rate of Deutsche Bank AG, Canada Branch for commercial loans made in Canada in Canadian dollars and (2) the average rate per annum for Canadian dollar bankers' acceptances having a term of 30 days that appears of Reuters Screen CDOR Page plus 0.75% or (b) bankers' acceptances rate determined by reference to the average discount rate on bankers' acceptances as quoted on Reuters Screen CDOR Page or as quoted by certain Canadian reference lenders.

In addition to paying interest on outstanding principal under the senior credit facilities, we are required to pay a commitment fee to the lenders under the revolving credit facilities in respect of the unutilized commitments thereunder at a rate equal to 0.50% per annum. We also pay customary letter of credit fees.

The Term Loan B facility and the Term Loan C facility amortize each year in an amount equal to 1% per annum in equal quarterly installments for the first six years and nine months, with the remaining amount payable on the date that is seven years from the date of the closing of the senior credit facilities. The Term Loan A facility amortizes in equal quarterly installments of C$1.538 million for the fiscal quarters in 2005 and 2006, C$2.308 million for the fiscal quarters in 2007 and 2008 and C$3.846 million for the fiscal quarters in 2009 and 2010.

The senior credit facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, our ability, and the ability of our subsidiaries, to sell assets; incur additional indebtedness or issue preferred stock; repay other indebtedness (including the notes); pay certain dividends and distributions or repurchase our capital stock; create liens on assets; make investments, loans or advances; make certain acquisitions; engage in mergers or consolidations; enter into sale and leaseback transactions; engage in certain transactions with affiliates; amend certain material agreements governing our indebtedness, including the exchange notes; and change the business conducted by us and our subsidiaries. In addition, the senior credit facilities contain the following financial covenants: a maximum total leverage ratio; a minimum interest coverage ratio; and a maximum capital expenditures limitation.

Indentures. The indentures governing the Senior Notes and Senior Subordinated Notes limit our (and most or all of our subsidiaries') ability to:


•	incur additional indebtedness;


•	pay dividends on or make other distributions or repurchase our capital stock;


•	make certain investments;


•	enter into certain types of transactions with affiliates;


•	use assets as security in other transactions; and


•	sell certain assets or merge with or into other companies.

Subject to certain exceptions, the indentures governing the Senior Notes and Senior Subordinated Notes permit us and our restricted subsidiaries to incur additional indebtedness, including secured indebtedness.

Our compliance with many of the covenants contained in the indentures governing the notes and in our senior credit agreement is determined based on financial ratios that are derived using our reported EBITDA, as adjusted for unusual items and certain other contingencies described in those agreements. The breach of such covenants in our senior credit agreement could result in a default under that agreement and the lenders could elect to declare all amounts borrowed due and payable. Any such acceleration would also result in a default under our indentures. Additionally, under our debt agreements, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is also tied to similar financial ratios. We refer to EBITDA as adjusted under the indentures as Adjusted EBITDA.

We believe that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA are appropriate to provide additional information to investors to demonstrate compliance with our financing covenants. However, EBITDA and Adjusted EBITDA are not recognized terms under GAAP and do not purport to be alternatives to net income as a measure of operating performance. Additionally, EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow for management's discretionary use, as they do not consider certain cash requirements such as interest payments, tax payments and debt service requirements. Because not all companies use identical calculations, these presentations of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

While the adjustments to EBITDA in determining covenant compliance under the credit agreement are generally similar to those made under the indentures, the credit agreement provides that the final Consolidated EBITDA will be $69.4 million, $73.0 million, $39.0 million and approximately $46.3 million for the fiscal quarters ended March 31, June 30, September 30 and December 31, 2004, respectively, which totals $227.7 million. The fourth quarter amount of $46.3 million was based upon a forecast and related formula in the agreement. If actual fourth quarter results had been determined on a consistent basis as the first three quarters, the credit agreement's Consolidated EBITDA would have been $230.2 million as shown in the Pro Forma column below.

The following table reconciles net income to EBITDA and pro forma Consolidated EBITDA under the credit agreement (dollars in millions):


	Predecessor						Successor			Pro Forma Fiscal 2004
	Year Ended December 31,				January 1 to December 23,		December 24 to December 31,
	2002		2003		2004		2004
Net income	$	71.5	$	57.4	$	83.3	$	(4.5	)	$	22.8
Interest expense, net		6.9		4.9		1.8		5.7			65.4
Depreciation and amortization		70.8		76.7		75.6		2.3			105.4
Provision for income taxes		40.8		34.3		34.2		(1.8	)		2.3
EBITDA	$	190.0	$	173.3	$	194.9	$	1.7		$	195.9
Restructuring⁽¹⁾		4.4		12.8		21.2		—			21.2
Closed facilities⁽²⁾		1.8		3.9		—		—			—
Plastic parts service business⁽³⁾		—		1.1		1.4		—			—	⁽⁹⁾
Cleveland⁽⁴⁾		—		—		1.9		—			1.9
Management compensation⁽⁵⁾		—		—		—		2.2			—	⁽⁹⁾
Inventory write-up⁽⁶⁾		—		—		—		0.4			10.2
Purchase and acquisition net costs⁽⁷⁾		—		—		—		(2.8	)		(2.9	)
Stand-alone costs⁽⁸⁾		—		—		—		—			3.9
Adjusted EBITDA	$	196.2	$	191.1	$	219.4	$	1.5		$	230.2


(1)	Restructuring charges related to severance and asset impairments primarily related to facility closures for facilities retained by Cooper Tire and any liabilities associated with those facilities.


(2)	Costs related to facilities that are either closed or are in process of being closed and were retained by Cooper Tire.


(3)	Negative EBITDA contribution from the Cleveland facility plastic parts service business sold independently and not included in the Transactions.


(4)	Non-recurring costs from the movement of Cleveland facility OEM production to other facilities.


(5)	Non-recurring payments of bonuses ($1.0 million) and stock grants ($1.2 million) to a director and a member of management in connection with the Acquisition.


(6)	Pro forma purchase accounting adjustment for the write-up of inventory at the time of the Acquisition.


(7)	Non-recurring purchase and acquisition costs of professional fees ($0.4 million) and unrealized foreign exchange gain of $4.1 million on Term Loan B offset by a $0.9 million unrealized foreign exchange loss on an Acquisition-related intercompany loan in the successor period.


(8)	Amount by which corporate expenses of Cooper Tire allocated to us on a historical basis exceeded our estimate of costs to operate on a stand-alone basis. This adjustment would not apply to our calculation of Adjusted EBITDA under the indentures.


(9)	Adjustments of $1.4 million and $2.2 million, for plastic parts service business and management compensation, respectively, have already been reflected in the pro forma financial data as presented.

Our covenant levels and ratios for the four quarters ended December 31, 2004 are as follows:


	Covenant Level at December 31, 2004	Covenant Thresholds
Senior Credit Facilities
Minimum Consolidated EBITDA to cash interest ratio	3.3 to 1.0	≥ 2.5 to 1.0
Maximum net debt to Consolidated EBITDA ratio	3.8 to 1.0	≤ 4.9 to 1.0
Indentures
Consolidated Coverage Ratio⁽¹⁾	3.3 to 1.0	≥ 2.0 to 1.0


(1)	Consolidated coverage ratio is defined as the ratio of the aggregate amount of Adjusted EBITDA for the most recent four consecutive fiscal quarters to consolidated interest expense. Under the


	indentures, after pro forma adjustments permitted in the calculation of the Consolidated Coverage Ratio, Adjusted EBITDA would have been approximately $226.3 million for the fours quarters ended December 31, 2004 ($230.2 million above less stand-alone adjustment of $3.9 million).

Working capital

We maintain a strong working capital position. We do not generally experience difficulties in collecting our accounts receivable because most of our customers are large, well-capitalized automobile manufacturers. We have net cash of $81.3 million consisting of $162.9 million of cash and cash equivalents less $81.6 million of short-term notes payable. Our additional borrowing capacity through use of our senior credit facilities with our bank group and other bank lines is $125 million.

Available cash and contractual commitments

The following table summarizes our contractual cash obligations at December 31, 2004. Our contractual cash obligations consist of legal commitments requiring us to make fixed or determinable cash payments, regardless of the contractual requirements of the vendor to provide future goods or services. Except as disclosed, this table does not include information on our recurring purchase of materials for use in production, as our raw materials purchase contracts typically do not meet this definition because they do not require fixed or minimum quantities.


	Payment due by period
Contractual Obligations	Total		Less than 1 year		1-3 Years		3-5 years		More than 5 Years
	(dollars in millions)
Debt obligations⁽¹⁾	$	905.7	$	8.9	$	19.9	$	27.4	$	849.5
Capital lease obligations		4.6		1.8		1.8		0.9		0.1
Operating lease obligations		48.0		8.1		13.3		9.5		17.1
Pensions and postretirement benefits other than pensions		160.5		24.2		49.3		19.9		67.1
Other obligations⁽²⁾		14.3		14.3		—		—		—
Total	$	1,133.1	$	57.3	$	84.3	$	57.7	$	933.8


(1)	Excludes interest.


(2)	Noncancellable purchase order commitments for capital expenditures.

In addition to our contractual obligations and commitments set forth in the table above, the Company has employment arrangements with certain key executives that provide for continuity of management. These arrangements include payments of multiples of annual salary, certain incentives and continuation of benefits upon the occurrence of specified events in a manner that is believed to be consistent with comparable companies.

Excluded from the contractual obligation table are open purchase orders at December 31, 2004 for raw materials and supplies used in the normal course of business, supply contracts with customers, distribution agreements, joint venture agreements and other contracts without express funding requirements.

Raw Materials and Manufactured Components

satisfy normal manufacturing demands. Under the transition services agreement we entered into in connection with the Acquisition, Cooper Tire and we agreed to aggregate our purchasing requirements for carbon black and natural rubber through December 31, 2005. In recent periods, the price and availability of components fabricated from steel, including automotive fabricated metal-based components, have been adversely impacted by scarcity of supply. The potential for continuing shortages and escalating costs in the near future of steel for automotive components is a concern for us due to the ongoing allocation of supply by the steel and steel rod manufacturers. We continue to work with our suppliers to ensure adequate supply of steel-based raw materials to support our manufacturing operations and no interruption of supply has been experienced. We believe we have adequate sources for the supply of raw materials and components for our products with suppliers located around the world. We often use offshore suppliers for machined components, metal stampings, castings, and other labor-intensive, economically freighted products.

Seasonal Trends

Restructuring

In connection with the 1999 acquisition of The Standard Products Company, the Predecessor had recorded an accrual for employee separation and other exit costs relating to a plan for the reorganization and closing of certain manufacturing facilities in Europe and the closure of its automotive sealing plant in Kittanning, Pennsylvania. At June 30, 2002, these initiatives had been completed and the reserve was reduced to zero. The following table summarizes the activity related to these restructuring accruals:


	Employee Separation Costs			Other Exit Costs			Total
Accrual at January 1, 2002	$	1,000		$	—		$	1,000
Cash payments		(140	)		(260	)		(400	)
Adjustment to reserve		(860	)		260			(600	)
Accrual at December 31, 2002	$	—		$	—		$	—

During the fourth quarter of 2000, the Predecessor approved a comprehensive restructuring plan to significantly improve efficiencies and reduce costs throughout its worldwide operations. Under this plan, 21 facilities were closed or downsized and 989 employees were terminated. At December 31, 2002, this initiative was deemed to be completed and the reserve was reduced to zero. In 2002, the Predecessor recognized a $2,200 reversal of charges recorded for this initiative, due primarily to lower than expected severance costs associated with the European initiatives and the termination of fewer employees than expected. The following table summarizes the activity related to the restructuring charge recorded in 2000:


	Employee Separation Costs			Other Exit Costs			Asset Impairments			Total
Accrual at January 1, 2002	$	7,900		$	1,200		$	—		$	9,100
Cash payments		(5,100	)		(700	)		—			(5,800	)
Adjustment of assets to fair value		—			—			(1,100	)		(1,100	)
Adjustment to reserve		(2,800	)		(500	)		1,100			(2,200	)
Accrual at December 31, 2002	$	—		$	—		$	—		$	—

During the fourth quarter of 2001, the Predecessor approved a restructuring plan to improve efficiencies and reduce costs in its North American operations. As a result of this restructuring plan,

the Predecessor recorded a pre-tax charge of $9,100, consisting of $4,600 in employee separation costs, $600 in other related exit costs and $3,900 in asset impairments. This restructuring plan principally affected four manufacturing and administrative facilities and was to reduce headcounts by approximately 385 employees. At December 31, 2002 these initiatives were completed and the reserve was reduced to zero. A total of 333 employees were terminated. The following table summarizes the activity related to the restructuring charge recorded in 2001:


	Employee Separation Costs			Other Exit Costs			Asset Impairments			Total
Accrual at January 1, 2002	$	4,000		$	600		$	—		$	4,600
Cash payments		(2,400	)		(700	)					(3,100	)
Adjustment of assets for sale to fair value								(1,000	)		(1,000	)
Adjustment to reserve		(1,600	)		100			1,000			(500	)
Accrual at December 31, 2002	$	—		$	—		$	—		$	—

During the fourth quarter of 2002, the Predecessor approved a restructuring plan to improve efficiencies in its international operations. The plan included the relocation of a mixing facility to France and the consolidation of facilities in the United Kingdom and Brazil. As a result of this restructuring plan, the Predecessor recorded a pre-tax charge of $2,700 consisting entirely of employee separation costs. No amounts were paid in 2002. During 2003, these initiatives were completed with the termination of 220 employees. Cash payments of $2,100 were made and $600 was reclassified to other accrued liabilities.

Also included in restructuring costs in the 2002 consolidated statement of income is $2,600 of asset write-downs at North American facilities in excess of amount established in the restructuring reserves, $700 in severance costs in excess of amounts reserved and $1,100 in production transfer costs in both Europe and North America.

On January 1, 2003, the Predecessor adopted SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." This statement requires that costs associated with an exit or disposal activity be recognized when the liability is incurred rather than when a Predecessor commits to such an activity and also establishes fair value as the objective for initial measurement of the liability.

During 2003, the Predecessor recorded $1,400 in severance costs related to the closure of the plastics manufacturing facility in Cleveland, Ohio. These costs represent amounts to be paid to employees upon their termination and were being recorded over the remaining work life of the employees. This closure affected approximately 190 hourly and salaried employees, of which substantially all had been terminated as of December 31, 2004. The completion of this initiative, with a total cost of approximately $4,000, occurred in 2004. The Predecessor also recorded asset impairments of $700 and other exit costs of $200 related to this closure. During the third quarter of 2003, the Predecessor announced the closure of two manufacturing facilities in the United Kingdom. This initiative, with a total cost of $18,900, affected approximately 515 hourly and salaried employees. This initiative was completed in 2004. During 2003, $2,700 of severance costs were recorded representing amounts to be paid to employees upon their termination. These costs are being recorded over the remaining work life of the employees. The Predecessor also recorded asset impairments of $3,300 related to these closures.

The Predecessor recorded additional restructuring expenses during 2003 as follows:


•	$3,200 in severance costs associated with workforce reductions in Europe, Brazil, and North America.


•	$1,200 in other exit costs related to the movement of machinery, equipment and people and site work at closed facilities.


•	$100 for asset impairments at two North American facilities as the properties were sold.

During 2004, the Predecessor incurred additional costs related to these closures. The Predecessor's remaining obligations related to these facility closures were transferred to Cooper Tire

in conjunction with the Acquisition. The following table summarizes the activity for these initiatives since January 1, 2003:


	Employee Separation Costs			Other Exit Costs			Asset Impairments			Total
Accrual at January 1, 2003	$	—		$	—		$	—		$	—
Expense incurred		7,300			1,400			4,100			12,800
Cash payments		(3,700	)		(1,400	)		—			(5,100	)
Utilization of reserve		—			—			(4,100	)		(4,100	)
Balance at December 31, 2003		3,600			—			—			3,600
Expense incurred		6,700			7,900			6,600			21,200
Cash payments		(8,600	)		(7,900	)		—			(16,500	)
Utilization of reserve		—			—			(6,600	)		(6,600	)
Retained by Cooper Tire		(1,700	)		—						(1,700	)
Balance at December 31, 2004	$	—		$	—		$	—		$	—

Purchase Accounting

A preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition has been made. However, this allocation may change materially in the future as additional information becomes available, such as settlement of the working capital adjustment and final third party valuations of certain assets and liabilities. The increase in the basis of these assets resulted in non-cash charges for future periods, principally related to the step-up in the value of inventory and property, plant and equipment and an increase in the amount of intangible asset amortization.

Cash and cash equivalents, accounts receivable, other current assets, accounts payable, other current liabilities and existing debt obligations were stated at historical carrying values given their short-term nature. Pension and other postretirement benefit obligations and assets have been recorded at the projected benefit obligation less estimated plan assets at fair market value, based on independent actuaries' computations. Deferred income taxes have been recorded based on estimates of tax versus book basis of assets acquired and liabilities assumed, adjusted to estimated fair values. Valuation allowances have been established against those assets for which we anticipate that realization is not likely. Property, plant and equipment, identifiable intangible assets, and inventory have been recorded at fair value based on valuations prepared by independent appraisers.

Identifiable intangible assets consist primarily of developed technology and customer contracts and relationships. Developed technology was valued at $18 million and was based on the royalty savings method which allocates value based on what we would be willing to pay as a royalty to a third-party owner of the technology or trademark in order to exploit the economic benefits. The technologies that have been valued under this approach are innovative and technological advancements within our businesses. Customer contracts and relationships were valued at a combined total of $294 million using the income approach after considering a fair return on fixed assets, working capital, technology, and assembled workforce.

Management believes that the carrying values of all other assets acquired and liabilities assumed approximate their fair values.

The resulting goodwill after all identifiable intangible assets have been valued was $403 million, none of which is tax deductible. Factors that contributed to a purchase price that resulted in recognition of goodwill included our leading market positions, comprehensive product lines and geographically diverse global manufacturing and sales bases.

Stock Purchase Agreement

Our financial statements prior to December 24, 2004 included elsewhere in this prospectus include costs for facilities that were retained by the Sellers. These facilities are no longer utilized by Cooper Tire or by us or are in the process of being closed. These sites include: the Langage, Estover and Huntingdon facilities in the United Kingdom; the Bezons facility in France; the Sundern facility in Germany; the Alcobendes facility in Spain; and facilities in the United States located in Rocky Mount, North Carolina, Cleveland, Ohio, Port Clinton, Ohio, Schenectady, New York, Lexington, Kentucky, Mio, Michigan, Luzerne, Michigan, Kittanning, Pennsylvania and various leased and owned facilities in the metro Detroit, Michigan area.

The excess cost of closure, such as severance, environmental and site maintenance costs, are shown as pro forma adjustments to aid in the understanding of the remaining company.

In addition, liabilities and assets relating to pensions for U.S. salaried employees will be determined and reflected on the books of the company. In our balance sheet included elsewhere in this prospectus, the Sellers' estimates are used to approximate the value of assets and liabilities that will transfer to us.

Critical Accounting Policies

"Management's Discussion and Analysis of Financial Condition and Results of Operations" discusses our combined financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. When more than one accounting principle, or the method of its application, is generally accepted, we select the principle or method that is appropriate in its specific circumstances. Our accounting policies are more fully described in the "Significant Accounting Policies" note to the combined financial statements. Application of these accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates and judgments on historical experience and on other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe that of our significant accounting policies, the following may involve a higher degree of judgment or estimation than other accounting policies.

The preparation of interim financial statements involves the use of certain estimates that differ from those used in the preparation of the annual financial statements, the most significant of which relates to income taxes. For purposes of preparing our interim financial statements an estimated annual effective tax rate is utilized for ordinary items that is re-evaluated each period based on changes in the components used to determine the annual effective rate. When such changes are significant, adjustments to the effective annual rate are reflected in the interim period.

Allowance for doubtful accounts. The allowance for doubtful accounts is established through charges to the provision for bad debts. We evaluate the adequacy of the allowance for doubtful accounts on a periodic basis. The evaluation includes historical trends in collections and write-offs, management's judgment of the probability of collecting accounts and management's evaluation of business risk. This evaluation is inherently subjective, as it requires estimates that are susceptible to revision as more information becomes available. Accounts are determined to be uncollectible when the debt is deemed to be worthless or only recoverable in part, and are written off at that time through a charge against the allowance for doubtful accounts.

Inventories. Inventories are valued at cost, which is not in excess of market. Prior to the Acquisition, inventory costs were determined by the last-in, first-out ("LIFO") method for substantially all domestic inventories. Costs of other inventories have been determined principally by the first-in, first-out ("FIFO") method. The Successor accounts for all inventories under the FIFO method.

Tooling. Costs for molds, dies, and other tools owned by us to produce products under long-term supply arrangements are recorded at cost in property, plant, and equipment and amortized over the lesser of three years or the term of the related supply agreement. Costs incurred during the engineering and design phase of customer-owned tooling projects are expensed as incurred unless a contractual arrangement for reimbursement by the customer exists. Development costs for tools owned by the customer that meet EITF 99-5 are recorded in accounts receivable in the accompanying combined balance sheets if considered a receivable in the next twelve months. At December 31, 2004, $40.8 million was included in accounts receivable for customer-owned tooling of which $20.4 million was not yet invoiced to the customer. In other assets, reimbursable tooling costs of $2.3 million was recorded.

Long-lived assets. We evaluate the recoverability of long-lived assets based on undiscounted projected cash flows excluding interest and taxes when any impairment is indicated. Goodwill and other indefinite-lived intangibles are assessed for potential impairment at least annually or when events or circumstances indicate impairment may have occurred. The carrying value of these assets is compared to their fair value.

Deferred tax assets. Deferred tax assets are recognized at currently enacted tax rates for the temporary differences between the financial reporting and the income tax basis of assets, liabilities, operating loss and tax carry-forwards. In assessing the carrying value of deferred tax assets, the company establishes a valuation allowance to reduce the amount to a value that would be more likely than not to be realized.

At December 31, 2004 the deferred tax asset for net operating loss and tax credit carry-forwards of $82.1 million was reduced by a valuation allowance of $72.6 million. The remaining future tax benefits primarily result from net operating loss carry-forwards incurred by our subsidiaries in the United Kingdom, Germany and France, as well as various U.S. tax credit carry-forwards. Some of these can be utilized indefinitely while others expire from 2004 through 2024. It is more likely than not the carry-forwards for which no valuation allowance has been established will be realized based on forecasted future earnings, which are anticipated to result in future taxable income, and the implementation of certain tax strategies.

Pensions and postretirement benefits other than pensions. Prior to December 24, 2004, the U.S. personnel pension liability was pooled with Cooper Tire and not calculated independently for the automotive business. As part of the Acquisition, the U.S. pension liability was transferred to the Company. Plan assets for the U.S. salaried and non-bargaining hourly employee plans will be transferred to the Company's new salaries and non-bargained hourly employee pension plan based on specific Pension Benefit Guarantee Corporation (PBGC) computations.

The allocated portion of Cooper Tire's domestic pension costs amounted to $10.4 million for the period for 2004, $10.5 million in 2003 and $7.1 million in 2002. The pension cost that was allocated was driven by various calculations and assumptions.

For December 2003 and the period from January 1, 2004 to December 23, 2004, the discount rate used by Cooper Tire to measure the U.S. pension and postretirement benefit liabilities was 6.25%, while the discount rate used was 6.00% at December 2004. The impact of this change on pension expense and postretirement benefits expense will be an increase of less than $1 million during 2005.

The general funding policy is to contribute amounts deductible for U.S. federal income tax purposes or amounts required by local statute.

Derivative financial instruments. We have used and may continue to use derivative financial instruments to reduce foreign currency exchange and interest rate risks. We have established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. We do not enter into financial instruments for trading or speculative purposes.

Our hedges are designed to be highly effective at inception because the critical terms of the hedging instrument and the hedged item are identical. Therefore, we are not required to perform a detailed test of effectiveness. However, a reduction in the forecasted or actual hedged item below the

hedged amount could result in an ineffective hedge. Forecasted cash flow exposures are monitored on an ongoing basis to determine if any ineffectiveness exists. Any hedge ineffectiveness is recorded as an adjustment in Other income-net in the accompanying consolidated statements of income in the period in which the ineffectiveness occurs. To date, no ineffectiveness has been identified.

Quantitative and Qualitative Disclosures About Market Risk

Interest Rate and Currency Exchange Risk

We are exposed to fluctuations in interest rates and currency exchange rates from our financial instruments. We actively monitor our exposure to risk from changes in foreign currency exchange rates and interest rates. Derivative financial instruments may be used to reduce the impact of these risks. See "—Critical Accounting Policies—Derivative financial instruments" and the "Fair Value of Financial Instruments" note to the consolidated financial statements included elsewhere in this prospectus for additional information.

As of December 31, 2004, we had $351.3 million of variable rate debt. A 1% increase in the average interest rate would increase future interest expense by approximately $3.5 million per year, assuming no principal repayments or use of financial derivatives.

At December 31, 2004, we had a derivative financial instrument that hedged a foreign currency denominated intercompany loan. Gains or losses on the foreign currency denominated loan were offset by changes in the value of the derivative financial instrument. Our $115 million Term Loan B is a U.S. dollar denominated obligation of our Canadian subsidiary, which may create significant exposure to earnings volatility as the result of changes in the exchange rate between the U.S. and Canadian dollars.

Recent Accounting Pronouncements

See Note 3. to the combined and consolidated financial statements included elsewhere in this prospectus.

OUR BUSINESS

We are a leading global manufacturer of body sealing, fluid handling and NVH control systems for automotive vehicles. We believe that we are the largest global producer of body sealing systems, the second largest North American producer in the NVH control business, and the third largest global producer of the types of fluid handling products we produce. Approximately 90% of our sales are to automotive OEMs, including the "Big 3", Audi, BMW, Fiat, Honda, Jaguar, Mercedes Benz, Porsche, PSA Peugeot Citroën, Renault/Nissan, Toyota, Volkswagen and Volvo, among others, and the remaining 10% of our sales are primarily to Tier I and Tier II suppliers. In 2004, our products were found on all of the 20 top-selling models in North America and 18 of the 20 top-selling models in Europe. We operate in 39 manufacturing locations and seven design, engineering and administrative locations in 14 countries around the world. For the year ended December 31, 2004, we generated net sales of $1.9 billion.

We offer one of the most comprehensive product lines in the industry for each of the categories in which we compete. Our principal product lines are described below:

Body Sealing Systems

Fluid Handling Systems

Noise, Vibration and Harshness
(NVH) Control Systems

Solutions

Protect vehicle interiors from weather, dust and noise intrusion

Control, sense, measure and deliver fluids and vapors throughout the vehicle

Control and isolate noise and vibration in the vehicle to improve ride and handling

Products & Modules

Extruded rubber and TPE sealing; weather strip assemblies; encapsulated glass products

Pumps, tubes and hoses, connectors and valves; individually and in systems and subsystems

Engine and body mounts, dampers, isolators, springs, stamped or cast metal products and rubber products

Market Position

#1 globally

#3 globally

#2 in North America

Net Sales⁽¹⁾

$867 million

$642 million

$390 million


(1)	For the year ended December 31, 2004; before $36 million of eliminations of intercompany sales.

Our business model has consistently produced steady revenues and strong cash flow. We are typically awarded business on a sole-sourced or dual-sourced basis two or more years before platform launch, and generally supply platforms throughout their average lives of six to eight years. Our fluid handling and NVH control product lines support the function of the powertrain, which is often used over multiple platforms and typically has a longer life cycle than other vehicle components that are redesigned more frequently. When we are the incumbent supplier for a given platform, we believe we have an advantage in winning the redesigned or replacement platform. Substantially all of our sales during the year ended December 31, 2004 were on platforms that are expected to be in production through 2006 or are being replaced by platforms where we have already been selected to provide products. In addition, we believe our business has a substantial manufacturing asset base and has among the lowest ongoing capital requirements in the industry, driven largely by our products' relatively low content of stamped and formed steel.

We have a proven track record of operational excellence and have consistently generated significant annual cost savings. We are able to generate these savings due to the flexible nature of our manufacturing, highly efficient operations, and ability to leverage significant economies of scale from high volumes produced for the world's top-selling vehicle platforms. We have instilled and strive to maintain a culture of lean manufacturing in all aspects of our operations. We focus on simplifying manufacturing, increasing automation, and reducing material and other costs to generate significant Lean savings over the life cycle of each platform we serve. We methodically budget for Lean savings at the facility level, and plant managers track those savings locally and regularly report them to senior management. We have also reduced our cost base by selectively relocating certain facilities to countries with lower cost structures, a strategy that complements our global expansion. In addition, since the acquisitions of The Standard Products Company (October 1999) and Siebe Automotive (January 2000), we have reduced our total number of locations from 60 to 46 and significantly reduced

headcount. We believe our integration and restructuring efforts have been highly successful, leading to both sales growth and improved margins. From the year ended December 31, 2001 to the year ended December 31, 2004, we increased annual net sales from $1.5 billion to $1.9 billion. Over the same period, we reduced capital expenditures as a percent of sales from 3.9% to 3.5%.

We believe our customer relationships, program management capabilities, global presence, comprehensive product line, excellence in manufacturing, product innovation, and quality assurance provide us with significant competitive advantages. We have proven our ability to expand globally with customers, increase scale in a consolidating industry, be first-to-market with design and engineering innovations and provide one of the broadest product portfolios in the industry. We are highly dedicated to customer service, and for each major new product launch we dedicate a team of sales representatives, engineers, quality specialists, and senior management, all of whom work together to ensure that the product launch is completed on time and consistent with our rigorous quality standards. We believe that these characteristics have allowed us to become a leading supplier to Ford, General Motors and DaimlerChrysler and to increase our presence with North American Manufacturers and European and Asian OEMs. Our success is shown by our having been awarded significant content on our customers' top-selling platforms, including the Ford F-Series, General Motors GMT800 (includes Yukon, Tahoe, Sierra and Silverado), Dodge Ram and, through our NISCO joint venture, Honda Accord.

The following charts illustrate our balance and diversity by providing a breakdown of our $1.9 billion in sales for the year ended December 31, 2004 by customer and by product lines.

Competitive Strengths

Leading Market Positions

automotive industry through our engineering and technological capabilities, and have developed some of the industry's most innovative solutions, including our Engineered Stretched Plastic ("ESP") Thermoplastic Glassruns (body sealing), our proprietary plastics-to-aluminum overmolding process (fluid handling) and our Truck Tuff Hydromounts (NVH control).

Strong Customer Relationships

Best-Selling Platforms

Predictable and Diverse Revenue Mix

Lean Initiatives

Our culture includes constant focus on improving our business and eliminating waste through our Lean initiatives program. Lean initiatives are a methodical, plant-level approach to cutting costs that

includes increasing automation, reducing non-essential material and labor costs, and re-engineering our manufacturing processes. Lean initiatives are designed to reduce product errors, inventory levels, operator motion, overproduction and waiting, and to foster the increased flow of material, information and communication. Lean manufacturing techniques are continuously applied over a product's life cycle through a wide range of tools, including Design for Six Sigma, Value Stream Mapping, SMED activities, Kaizen, Kanban and one-piece flow. We typically implement several hundred Lean initiatives each year. Management of each plant is responsible for meeting cost reduction targets, and we monitor performance against those targets monthly and use an incentive compensation program based on return on assets. We have continually proven our ability to realize Lean savings and believe these cost-saving opportunities are sustainable due to new manufacturing process improvement opportunities related to new platform introductions, typical mid-life refreshings for each platform and late-stage design changes.

Manufacturing Excellence

We believe we have a reputation for outstanding quality across the automotive industry, a factor that has been important to our maintaining and expanding our successful relationships with the Big 3 and other OEMs. We have historically generated a very low rate of defects, and we have won numerous quality awards, including Nissan Zero Defects, numerous Chrysler Gold Pentastar Awards, Toyota Quality Award, numerous GM Supplier of the Year Awards, Ford Gold World Excellence, Porsche Supplier of the Year, and Volvo Car Award of Excellence. Additionally, nearly all of our manufacturing facilities have been certified as TS 16949-2002 quality systems.

Strong Management Team

We are led by an experienced management team that has an average of more than 25 years in the automotive industry and an average of more than 11 years at Cooper-Standard and its predecessors. Our CEO, James McElya, has been in the automotive industry for 30 years and was previously President of Siebe Automotive. Over the last several years, management has been very successful at increasing operational efficiency through Lean initiatives and selected restructuring programs. The restructurings were primarily executed in connection with acquisitions of The Standard Products Company in 1999 and Siebe Automotive in 2000 and exceeded integration expectations in terms of cost savings and speed of implementation. In connection with the acquisition described below, Mr. McElya received $1 million of our new parent company's equity, and he and other members of management agreed to purchase up to approximately $3.5 million more of our new parent company's equity with bonus payments they expect to receive from our former parent. Also in connection with the acquisition, members of management also received nonqualified stock options to acquire up to 6.3% of our parent company's equity on a fully diluted basis.

Business Strategy

We strive to maintain our position as one of the world's leading automotive suppliers of body sealing, fluid handling and NVH control systems by focusing on the following key strategic areas:

Strengthen Relationships with the Big 3 and Expand Relationships with other OEMs

Target high-volume vehicle platforms and increase content per vehicle

We target high-volume platforms and seek to maximize the amount of content we provide to each platform. High-volume platforms allow us to efficiently gain market share, create greater economies of scale and provide more opportunities to realize cost savings from our Lean initiatives program. Supplying OEMs' high-volume platforms is increasingly important as OEMs are using fewer platforms over a greater number of vehicle models. Maximizing content-per-vehicle is important not only to increase revenue per vehicle, but also to increase our relative importance to the platform and strengthen our customer relationships as the OEMs continue to consolidate their supplier base.

Develop new modular solutions and other value-added products

Selectively pursue complementary acquisitions and alliances

relationships. We believe joint ventures allow us to penetrate new markets with less relative risk and capital investment. Technology alliances are important because they are an effective way to share development costs, best-practices and specialized knowledge.

Focus on operational excellence and cost structure


	•	Identification and implementation of Lean initiatives throughout our company. Our Lean initiatives have been highly successful, and are focused on optimizing manufacturing by eliminating waste, controlling cost, and enhancing productivity. Lean initiatives, including Six Sigma, have been implemented at each of our manufacturing and design facilities. We currently employ 56 Executive Lean Champions, 97 Plant Lean Champions, 10 Master Black Belts, 85 Black Belts and 312 Green Belts globally.


	•	Evaluation of opportunities to maximize the use of lower-cost countries. We have successfully employed this strategy to date by relocating operations to the Czech Republic and Poland from higher-cost countries in Western Europe and from the United States to Mexico. We plan to continue to emphasize our operations in lower-cost countries to capitalize on reduced labor and material costs.


	•	Consolidation of facilities to reduce our cost structure. Our restructuring efforts were primarily undertaken to streamline our global operations following the Siebe and Standard Products acquisitions. We believe that these activities are essentially complete at this time, although we continually evaluate restructuring opportunities that would improve our efficiency, profitability and cost structure.

Industry Overview

The automotive industry is one of the world's largest and most competitive. The industry is mature, with vehicle sales primarily driven by general economic conditions. In recent decades, significant consolidation among OEMs, combined with globalization, has led to major shifts in market share positions and greater pressure on profit margins.

These developments have also led to a more competitive environment for automotive suppliers. The automotive supply industry is generally characterized by high barriers to entry, significant start-up costs and long-standing customer relationships. The primary criteria by which OEMs judge automotive suppliers include price, quality, service, performance, design and engineering capabilities, innovation and timely delivery.

Several significant existing and emerging trends are impacting the automotive supply industry, including North American light truck growth, consolidation of suppliers, a trend towards increased models and fewer platforms, foreign sourcing, increased use of assemblies and modular solutions, increased OEM outsourcing, and raw materials volatility.

Industry trends

North American light truck growth. Despite the recent elevated gasoline prices, volumes for light trucks, which are generally less fuel-efficient than cars, are expected to continue to grow over the

coming years. Over the past two decades, there has been a sustained shift in customer preference from cars to light trucks. In recent years, OEMs have demonstrated their ability to continue to drive light truck sales through use of incentive programs, such as zero percent financing.

Consolidation of suppliers. The automotive supplier industry has undergone considerable consolidation in order to achieve improved economies of scale, counter OEM pricing pressure, enhance product offering and engineering capabilities, and extend geographic reach. OEMs have encouraged consolidation and desire to have a limited number of large suppliers, comprised of those companies that are able to meet volume requirements, provide design and engineering expertise, and deliver value-added products and solutions in a timely manner across the globe.

Trend towards increased models, fewer platforms. OEMs have begun to offer more vehicles to appeal more directly to a wider customer base. However, in an effort to control development costs and increase manufacturing efficiency, OEMs are utilizing fewer vehicle platforms. For example, the General Motors GMT800 is the platform for a number of different models, including the Chevrolet Silverado, GMC Sierra, Cadillac Escalade, Chevrolet Suburban, Chevrolet Tahoe and GMC Yukon.

Foreign sourcing. North American and European OEMs have begun to realize the benefits of sourcing some of their more commodity-like product needs from lower-cost countries, including China, India and Eastern Europe. The threat of low-cost imports is less pronounced for value-added products, such as assemblies or products with a high degree of design or engineering complexity. For such products, OEMs generally require that the supplier provide local engineering and manufacturing support and be able to respond quickly to customer needs, such as frequent late-stage design changes.

In addition, many automotive supply parts are not good candidates for transportation over long distances due to weight/volume characteristics and product sensitivity. Transportation over long distances is also a general risk in the automotive supply industry for certain parts, as frequent late-stage design changes can render in-transit inventory obsolete.

Increased use of assemblies and modular solutions. OEMs are placing increasing value on products that reduce assembly time and cost to the OEM. OEMs look to suppliers that can provide complete assemblies and recognize a supplier's capabilities and product breadth when awarding new supplier contracts. This trend has been particularly important for suppliers as it also provides the opportunity to supply OEMs with greater content and increases the individual supplier's relative importance to the platform.

Increased OEM outsourcing. OEMs place considerable importance on the role suppliers have in product engineering, production, and assembly. As a result, outsourcing to suppliers has accelerated and suppliers now are more directly involved in the design and production of automotive parts and systems. The extent of OEM outsourcing is dependent upon a number of factors, including cost, quality and timeliness of external production relative to in-house production. Outsourcing is also influenced by the degree of unutilized capacity in the manufacturing facilities of the OEMs, collective bargaining agreements and other factors.

Raw materials volatility. Automotive suppliers are generally exposed to the volatility of prices for raw materials such as steel, oil and resin. Elevated steel prices driven by a global shortage of raw materials and low inventories at U.S. mills were a critical factor for many automotive suppliers in 2004. According to Purchasing Magazine, the spot price of hot-rolled steel is up 120% over last year, cold-rolled steel is up 74% and scrap is up 90%. While Chinese consumption continues to drive prices worldwide, recent efforts by the Chinese government to produce more steel internally are expected to relieve some of the pressure.

Larger suppliers generally benefit from more stable supply and better pricing due to scale, and a greater ability to impose customer surcharges and price increases. Suppliers that purchase steel components, as opposed to raw steel, from other suppliers are also generally less exposed due to their ability to resist price increases and greater sharing of such costs throughout the extended supply chain. However, for some suppliers in the casting and stamping sectors, which both have a number of commodity product offerings and have excess production capacity, the rapid escalation in steel prices without efficient pass-through mechanisms has resulted in financial distress.

Industry sub-sector overview

Body Sealing. Body sealing products protect the interior of a vehicle from weather and road noise or secure glass within the auto framework. Sealing products are generally manufactured with EPDM and thermoplastic elastomers and are found primarily on and around the door, windows, hood and trunk of the automobile. The size of the global automotive sealing market is estimated to be in excess of $4 billion. The market is highly competitive and has become more consolidated as suppliers have grown in scale and expanded globally. Trends benefiting sealing suppliers include continued migration toward use of plastic components in weathersealing applications, as well as increasing penetration of modular sealing systems. Key competitors in this product line include GDX Automotive, Metzeler Automotive Profile Systems, Toyoda Gosei, and Hutchinson, a subsidiary of Total SA. We believe we are the #1 supplier globally of automotive body sealing products.

Fluid Handling. Automotive fluid products include systems, subsystems and components that direct, control and transport fluids and vapors throughout an automobile. Because of the numerous areas and broad applications within the vehicle that require fluid systems, this market remains fragmented. The aggregate global fluids markets in which we compete are estimated by management to represent annual sales of approximately $9 billion. The primary trend in the overall fluid systems market is the movement toward systems integration as OEMs increasingly desire suppliers that have the engineering and technical capabilities to design and manufacture complete modules and systems. Other factors contributing to growth in demand for fluid handling products include increasing emissions standards, diesel engine adaptation and automotive HVAC penetration. Key competitors in this product line include TI Automotive, Dana, ITT Industries' Fluid Handling Systems, Mark IV Automotive and Martinrea. We believe that we are the #3 supplier globally of the types of automotive fluid handling products we produce.

NVH Control. Automotive NVH products include engine and body mounts, dampers, isolators and spring seats, which are designed to control and isolate noise and vibration and improve ride and handling. The global NVH market is approximately $5 billion and continues to expand due to consumer demand for quieter and smoother-riding vehicles. Within the NVH market, firms compete on design, engineering, product quality and price. Despite increasing globalization of manufacturing, barriers to entry remain significant as OEMs require significant engineering and technical expertise for NVH products. Key competitors in this market are Delphi; Trelleborg; Tokai; Vibracoustic, a joint venture between Freudenberg and Phoenix; and Paulstra, a subsidiary of Total SA. We believe we are the #2 supplier of NVH products in North America.

OEM projected build levels

According to J.D. Power-LMC (as of the fourth quarter of 2004), North American vehicle production is expected to grow at a CAGR of 2.1% from 2004 to 2009. In Europe, J.D. Power-LMC projects vehicle production to grow at a CAGR of 2.6% over the same period.

Product Line Overview

Body sealing products

We are a leading global supplier of body sealing products and components that protect vehicle interiors from weather, dust and noise intrusion. We believe we are the #1 provider of sealing products in the world based on sales. We have an extensive product offering and believe we are known for exceptional quality and strong design and technical capabilities, including advanced skills in adhesives, mixing and plastics technology. Our products are found on some of the world's top-selling platforms, including the Ford F-Series, Ford EN114 (Crown Victoria/Grand Marquis) and General Motors' GMT355 (Colorado/Canyon). For the year ended December 31, 2004, we generated approximately $867 million in revenue from the sale of body sealing products, or 46% of total revenues before corporate eliminations.

Our body sealing product line is comprised of manufactured EPDM (synthetic rubber) and TPE (thermoplastic elastomer) seals to provide environmental closure to the hood, trunk, and interior of

vehicles. These products are highly engineered and are developed and manufactured with regard to aesthetic, performance and durability requirements. The typical production process involves mixing of rubber/plastic compounds, extrusion (supported with metal carriers or unsupported), cutting, notching, forming, injection molding, and assembly. Below is a description of the major products produced in our body sealing line:


Product Category	Description
Door Seals	•	Sectional weatherstrip design that fits the door structure and body cabin to seal rain, dust, and noise from the occupants of vehicles
Hood Seals	•	A primary seal offering protection against water penetration and reducing loud engine and road noise during high speed travel
Auxiliary seals	•	Seal encapsulated metal reinforcements for corner mirror mounting and sealing of assembly door to door and glass systems
Belt Line Seals	•	Primary seal offering protection for moveable glass against water, dust and noise entering the vehicle cabin
Lower Door Seals	•	A primary body seal that offers protection against water penetration. Reduces loud road noise entering the cabin and maintains quietness during high speed driving
Glass Run Channel Assembly	•	Enables the movable door glass and door to form one surface, improving glass movement and sealing
Quarter Window Trim	•	Weatherstrip seals, integral pillar moldings, and decorative plastic or metal corner trims to seal fixed quarter side glass windows and glass encapsulation
Trunk Lid Seals	•	A metal-compound type, triple extrusion product that creates a seal when applied onto the body flange
Roof Seal	•	Convertible Roof Sealing: Weatherstrip sealing materials that combine compressibility with superior design for use on soft top weathersealing applications
	•	Sunroof Sealing and Trim: An original design and specification are required to create a narrow sealing space and minimize sliding resistance

As a result of our global presence, patented technologies and engineering capabilities, as well as our strong relationships with the global OEMs, we believe we are well positioned for future growth and further product expansion. We believe our broad product portfolio is a competitive advantage and we plan to expand our capabilities, as we have done with manufacturing plastic systems and molding technologies. We are currently developing additional system integration opportunities, particularly in window regulators, plastics, door components and exterior trim.

We have expertise in nearly every aspect of automotive sealing technology, including adhesives, exterior coatings, corner molding, and rubber extrusion techniques, and have been a leader in the use of plastic applications, with a dedicated facility in Spartanburg, South Carolina that primarily produces plastic weathersealing components. This expertise has helped provide us with an entry with Japanese manufacturers, such as Nissan, in the use of TPE inner belt lines that their traditional suppliers have been unable to offer as competitively. We have been an early adopter of thermoplastic elastomers, which provide a lightweight, cost-effective alternative to rubber seals in some applications. We are a leader in the application of plastic supported glassrun systems through engineered stretched plastic and patent-protected daylight opening systems, which often provide cost savings, reduction of assembly time, and performance improvement. To further our capabilities, we exchange plastics technology with Nishikawa Rubber Company, one of our joint venture partners, and are currently cooperating on the development of a protected "blown sponge plastic" process as well as other

innovative plastic applications with our customers. We are also currently collaborating on several customer-funded, advanced engineering projects with Ford and General Motors.

To grow our customer base, we intend to continue to strengthen our relationship with the Big 3 and are aggressively targeting other OEMs, particularly NAMs and German companies. Over the past two years we have secured business from Toyota, Nissan, Honda, Volkswagen and Audi. We will also continue to develop new customer relationships by forming new strategic alliances and building on our existing joint ventures and long standing relationships. We own 50% of NISCO, 66% of a Chinese joint venture with Saiyang Sealing in WuHu, China, and 90% of Cooper-Standard Automotive of Korea. We believe our strong Asian presence in rapidly expanding markets gives us the base and the abilities to engineer and deliver weathersealing products not enjoyed by our competition. These relationships and engineering and design capabilities have led to our providing content on some of the world's top-selling platforms. Our top 10 platforms for body sealing products accounted for 41% of net sales in 2004 and are listed in the following table by 2004 sales volume.

OEM

Platform

Model

Products

Ford

P221

F-Series Light Duty

Complete body sealing system

Ford

DN101/186

Taurus/Sable

Static body sealing system

DCX

Dodge Ram

Complete body sealing system

Ford

EN114

Crown Victoria/Grand Marquis

Complete body sealing system

DCX

Liberty

Static body sealing system

GMT 355

Canyon/Colorado

Complete body sealing system

Ford

B226/256/257

Fiesta/Fusion

Complete body sealing system

Peugeot

T5/T56

Peugeot 307

Complete body sealing system

GMX210

Impala

Complete body sealing system

DCX

NPL

Neon

Static body sealing system

Fluid Handling Products

We are a leading global supplier of subsystems and components that direct, control, measure and transport fluids and vapors throughout a vehicle. We believe we are the #3 global provider of the types of fluid handling products we produce. We offer an extensive product portfolio and are positioned globally to serve OEMs around the world. We believe we have a reputation for superior technical support, product quality, rapid response capabilities, innovative solutions to design problems and outstanding prototype capabilities. Our products are found on some of the world's top-selling platforms, including the Ford F-Series, General Motors GMT800 (includes Yukon, Tahoe, Sierra and Silverado), Dodge Ram and Ford B Car (Fiesta/Fusion). For the year ended December 31, 2004, we generated approximately $642 million in revenue from the sale of fluid handling products, or 34% of total revenues before corporate eliminations.

Our products are principally found in four major vehicle systems: heating and cooling; fuel and brake; emissions; and power management, which includes power steering and power roof lines. These products, particularly fuel and brake components, are critical to the safe and reliable functioning of the vehicle. Our fluid handling systems include assemblies for various heating and cooling and fluid and vapor management systems and subsystems. Individual components include quick connects, hoses, couplings, coolers, valves, tubing, thermostats and similar products. Below is a description of the major products that we produce within each category.

Product Category

Description

Heating & Cooling

Direct, control and transport oil, coolant, water, and other fluids throughout the vehicle

• Engine oil cooling subsystems

• Transmission oil cooling subsystems

• Engine oil cooler tube and hose assemblies

• Transmission oil cooler tube and hose assemblies

• Engine oil cooling quick connects

• Engine oil level indicator tube assemblies

• Electro/mechanical water valves

• Integrated thermostats and plastic houses

• Coolant subsystems

• Bypass valves

• Radiator and heater hoses

Fuel & Brake

Direct, control, and transport fuel, brake fluid, and vapors throughout the vehicle

• Fuel supply and return lines

• Flexible brake lines

• Fuel quick connects

• Vacuum brake hoses

• Vapor control lines

Emissions

Direct, control, and transmit emission vapors and fluids throughout the vehicle

• Fully integrated exhaust gas recirculation subsystems including ("PCV") subsystems

•  Positive crankcase ventilation

•  Nylon PCV tubes

• EGR coolers and bypass coolers

• Heated PCV values

• Stainless steel exhaust gas recirculation tube assemblies

• Exhaust gas recirculation valves

• DPF lines

Power Management

Direct, control, and transmit power management fluids throughout the vehicle

• High pressure roof lines

• Power steering quick connects

• Torque position sensors

• Rack tubes

• Hydraulic clutch lines

• Noise reduction technology

• Power steering pressure and return lines

To grow sales of fluid handling products, we intend to continue to capitalize on recent brake, fuel, and exhaust gas recirculation ("EGR") product successes in North America and Europe; develop new complete module and assembly solutions, aimed at building a reputation as a "tube and hose integrator;" and create product improvements that provide greater functionality at a lower cost to the customer. We continue to invest in research and development to support these efforts and focus on advanced materials, innovative processes and product design and development driven by Design for Six Sigma. Advanced EGR valves, tubes, and cooler products have become critical components in regions where environmental regulations are stringent, such as in Europe, and for heavy truck platforms in the United States. For products such as rubber hose, steel tubing, and nylon tubing, innovations in advanced materials have led to the development of superior components. We also have in-house tube manufacturing and coating capabilities in the United States, Canada, Mexico, and Europe, allowing us to maintain a competitive edge over smaller fabricators.

We believe these engineering and design capabilities, combined with intense focus on quality and customer service, have led to strong customer relationships and a growing customer base. We are targeting an increasing market share with NAMs and European and Asian OEMs, especially in China. In addition to pursuing business directly from NAMs, we partner with Tier I suppliers, such as Denso and Calsonic, to help build relationships. We have also experienced success targeting high-volume programs where a substantial degree of complexity, engineering interaction and design support are required, and which also serve to strengthen customer relationships. Our top 10 platforms for fluid handling products accounted for 45% of net sales in 2004 and are listed in the following table by 2004 sales volume.

OEM

Platform

Model

Products

Ford

P221

F-Series Light Duty

Fuel Bundles; Fuel Tank Lines; Power Steering Rack Cylinder Tubes and Lines; EGR Tube Assembly; Spark Plug Tube; Heater Tube & Hose Assembly; Transmission Oil Cooler Line Assembly & Quick Connectors; Radiator Hoses; Vent Degas Hose

Ford/Mazda

B226/256/257

Fiesta/Fusion

Brake and Fuel Bundles; Fuel Filter; Hydraulic Clutch Lines; Power Steering Rack Lines; Fuel Tank Lines

Ford

PN131

F-Series Medium Duty

Emission Hoses; Fuel & Vapor Hoses; Transmission Oil Cooler Line Assembly with Quick Connectors; Transmission Fill Tube Assembly; Engine Oil Level Indicator Tube Assembly; Heater Tube and Hose Assembly with Quick Connectors; Radiator Hoses; Vent Degas Hose

GMT800

Sierra/Silverado

Heater Tube & Hose Assembly with Quick Connectors; Radiator Hoses; Engine Oil Coolant Tube & Hose Assembly; Brake Vacuum Booster Assembly; Vent Degas Hose

Ford

U222/228

Expedition/Navigator

Fuel Bundles; Fuel Tank Lines; Power Steering Rack Cylinder Tubes and Lines; Spark Plug Tube; Heater Tube & Hose Assembly; Trans. Oil Cooler Line Assembly & Quick Connectors; Radiator Hoses; Vent Degas Hose

Ford

U152/U251

Explorer/Mountaineer

Transmission Oil Cooler Line Assembly; Engine Oil Level Indicator Tube Assembly; Heater Tube and Hose Assembly with Quick Connectors; Radiator Hoses; Vent Degas Hose; Brake Vacuum Booster Assembly; Fuel Rail Tubes; High Pressure Power Steering Line

DCX

Dodge Ram

EGR Tube Assembly; Engine Oil Cooler Hose; Brake Vacuum Booster Assembly; Fuel Filler and Vent Hoses; Engine Oil Level Indicator Tube Assembly; Thermostats; Heater Hoses; Radiator Hoses; Grille Bracket

Ford

C170

Focus

High Pressure Rack Tubes; EGR Cooler; EGR Valve; Brake & Fuel bundles; Hydraulic Clutch Lines

Ford

DN 101/186

Taurus/Sable

Transmission Oil Cooler Line Assembly; Transmission Fill Tube Assembly; Engine Oil Level Indicator Tube Assembly; Heater Tube and Hose Assembly; Engine Oil Coolant Tube and Hose Assembly; High Pressure Power Steering Line

VT 440/442/444

Monaro/Commodore Range

High & Low Pressure Power Steering Assembly; Transmissions Oil Cooler Line Assemblies

Noise, Vibration and Harshness (NVH) Control products

We are a leading North American supplier of systems and components that control and isolate noise and vibration in a vehicle to improve ride and handling. We believe we are one of the top two providers of NVH control products in North America based on sales. We provide a comprehensive line of powertrain and suspension products and active noise and vibration cancellation systems. We are a leader in engineering, design, testing, and rubber-to-metal bonding technology, and provide superior integrated customer service and problem-solving capabilities. Our products are found on some of the world's top-selling platforms, including the Ford F-Series and General Motors GMT800 (includes Yukon, Tahoe, Sierra and Silverado) and GMX 380 (Malibu). For the year ended December 31, 2004, we generated approximately $390 million in revenue from the sale of NVH control products, or 20% of total revenues before corporate eliminations.

NVH control products include various engine and body mounts, dampers, isolators and other equipment. Engine mounts secure and isolate vehicle powertrain noise, vibration and harshness from the uni-body or frame. Body and cradle mounts enable isolation of the cabin from the vehicle frame, reducing noise, vibration and harshness, and are manufactured with a variety of materials, such as natural rubber, butyl and microcellular urethane. Tuned dampers are designed to reduce specific vibration issues, such as for the steering wheel and column, exhaust system and internal driveshaft.


Product Category	Description
Body Cushions	•	Enable isolation of the cabin from the vehicle frame reducing noise, vibration and harshness
Engine Mounts	•	Secure and isolate vehicle powertrain noise, vibration and harshness from the uni-body or frame
Transmission Mounts	•	Enable mounting of transmission to vehicle frame and reducing vibration and harshness from the powertrain
Torque Struts	•	Control the fore and aft movement of transverse mounted engines within their compartment while isolating engine noise and vibration from the body
Hydromounts	•	Engine mount filled with fluid (glycol): this type of engine mount can be made to react to different vibration frequencies compared to a conventional rubber mount which is designed for one specific frequency. Hydromounts are designed to provide a more comfortable ride in a vehicle whether idling or traveling. The new Truck Tuff hydromount is designed expressly for light truck and sport utility vehicles
Active Noise and Vibration Control	•	We have developed new and unique patented techniques for attenuation of low frequency undesired noise and vibrations. This system, called ENVIsys, is well suited for a variety of industrial products, such as heavy trucks, mining equipment, aircraft and locomotives.

We believe we are the market leader in developing breakthrough innovations in NVH control products and continue to make significant investment in our ability to deliver advanced technologies. We developed the popular Truck Tuff hydromounts for light trucks and sport utility vehicles. We believe that the Truck Tuff hydromount design was critical to our winning the engine mounting system on the new Ford F-Series, which Ford claims to be the smoothest, quietest truck on the market. We also recently developed ENVIsys, an advanced electronic system for the active control of noise and vibration for commercial applications. ENVIsys products have a wide variety of potential applications, including aircraft, rail, heavy truck, automotive and mining equipment.

We believe these engineering and design capabilities, combined with intense focus on quality and customer service, have led to strong customer relationships and a growing customer base. In addition to strengthening our relationships with the Big 3, we target NAMs and Asian expansion opportunities. In North America, we continue to target NAMs and have recently been awarded new business with Toyota and Hyundai. In China, we are pursuing plans to establish development and manufacturing

operations, and in Korea, we are aggressively pursuing expansion via joint venture partners. Our top 10 platforms for NVH control products accounted for 66% of net sales in 2004 and are listed in the following table by 2004 sales volume.

OEM

Platform

Model

Products

GMT800/880

Yukon/Tahoe/Sierra/Silverado

Engine mounts/Body cushions

Ford

P221

F-Series Light Duty

Hydromounts

Ford

U152/U251

Explorer/Mountaineer

Body cushions

GMX380

Malibu

Engine mounts/Hydro mounts/body cushions

DCX

Dodge Ram

Engine mounts

DCX

HB/ND/AN/DN

Durango/Dakota

Engine mounts/Body cushions

DCX

Liberty

Engine mounts

Ford

EN114

Crown Victoria/Grand Marquis

Engine mounts/Body cushions

Ford

U222/228

Expedition/Navigator

Hydromounts

DCX

PT 44/74

PT Cruiser

Strut mount, control arm transmission mount, bushings

Joint Ventures and Strategic Alliances

Joint ventures represent an important part of our business, both operationally and strategically. We have often used joint ventures to enter into new geographic markets such as China and Korea, to acquire new customers, and to develop new technologies. In entering new geographic markets, teaming with a local partner can reduce capital investment by leveraging pre-existing infrastructure. In addition, local partners in these markets can provide knowledge and insight into local practices and access to local suppliers of raw materials and components. In North America, joint ventures have proven valuable in establishing new relationships with NAMS. For example, we won significant new business with Honda through our NISCO joint venture.

NISCO. We own 50% of NISCO, a full-service supplier of dynamic body sealing systems that was formed by our predecessor company and Nishikawa Rubber Company in 1986. NISCO primarily supplies Japanese manufacturers with operations in North America and has particular expertise in body sealing and acoustics, which requires detailed knowledge of sheet metal structures as well as the physics of aerodynamics and generation of transmission noise. The joint venture had sales of approximately $120 million in 2004 and operates three facilities in the United States.

Cooper-Standard Automotive of Korea. We own 90% of Cooper-Standard Automotive of Korea, a manufacturer of plastic extruded and rubber sealing products. We began this joint venture with Jin Young Chemical in 1988, and in 2003 we increased our ownership to the current level. The joint venture manufactures products for major Korean automotive manufacturers, including General Motors-Daewoo, Kia, Renault, Samsung, and Ssangyong. We are working closely with our Korean subsidiary to expand its business with the Korean automobile manufacturers, who have increased their share of the global automobile market in recent years. The joint venture had sales of approximately $31 million in 2004.

Aguascalientes. We own 80% of a plant in Aguascalientes, Mexico, that produces dynamic body sealing systems for DaimlerChrysler, Nissan, General Motors and Volkswagen. Nishikawa Rubber Company owns the remaining 20% of the plant. Sales through the Aguascalientes joint venture were approximately $23 million in 2004.

ContiTech. We have a strategic alliance with ContiTech, a subsidiary of Continental AG, for the production and development of NVH control products. The alliance was formally established in 1996 and provides NVH control products for globally sourced platforms with very strong technical support from both Europe and North America. The alliance includes the relocation of technical personnel to support the design and development efforts for specific programs, such as the General Motors

GMX380 (Epsilon/Malibu) engine mount program and the Transit strut mount application. We generated approximately $6 million in revenue from this alliance in 2004.

Saiyang Sealing. We own 66% of a joint venture with China-based Saiyang Sealing. In the fourth quarter of 2004, this joint venture began selling body sealing products to Chery Automotive, a Chinese OEM to which Saiyang Sealing currently provides automotive supplies.

In addition to the relationships listed above, we continually evaluate new opportunities to expand our strategic relationships and have entered into a number of contracts with other automotive parts suppliers. We have a technical agreement with AIA, a supplier of NVH control products to Hyundai and Kia, through which our NVH employees will be assisting AIA in the development of hydromount programs in Korea. We also cooperate with Guyoung Tech Company Ltd. through a technical assistance agreement and a joint marketing agreement for NVH products. In addition, we have an alliance with USUI, a supplier of electric cooling fans and high-pressure diesel fuel rails sold in Japan and North America. Under the USUI agreement, we are a technical, prototype and production resource in North America for the development and supply of low-pressure tubular products for fuel delivery systems. We are also working with USUI to provide global support to Ford on the B Car platforms. We recently decided to sell our 42% stake in Craig Assembly, a manufacturer of plastic injection-molded quick connects and other miscellaneous plastic products.

Research and Development

We operate seven advanced design and engineering facilities throughout the world and employ 479 research and development personnel, many of whom reside at our customers' facilities. We utilize Design for Six Sigma and other methodologies that emphasize manufacturability and quality. We are aggressively expanding our capabilities with new systems for Computer Aided Design, Computer Aided Engineering, vehicle testing and rapid prototyping. We spend significantly each year to maintain and enhance our technical centers, enabling us to quickly and effectively respond to customer demands. We spent $59.3 million, $53.6 million and $63.4 million in 2002, 2003 and the year ended December 31, 2004, respectively, on research and development.

Sales and Customer Service

Our sales force is organized into specific coverage teams for Ford, General Motors, DaimlerChrysler, and teams for NAMs and other OEMs, with product specialists on each team. As of December 31, 2004, there were more than 130 sales and marketing professionals globally.

Once we have been awarded business, we implement our program management capabilities to support the customer through the complete product life cycle. Engineers typically develop the product in partnership with the customer; the product development team, consisting of members from all the functional areas, interacts with the purchasing, engineering and quality departments of the OEM; we then employ tight process controls to monitor milestones corresponding to the OEM development cycle. This approach has consistently allowed deadlines, risks and opportunities to be identified, monitored and addressed early in the product cycle.

Customers

During the year ended December 31, 2004, approximately 35%, 21% and 14% of our sales were to Ford, General Motors and DaimlerChrysler, respectively, with sales to Ford including sales to OEMs owned by Ford, such as Volvo, Jaguar and Land Rover. Our other major customers include Renault/Nissan, PSA Peugeot Citroën and Visteon. We also sell products to Volkswagen, Toyota, Porsche and, through NISCO, Honda. Our business with any given customer is typically split among several contracts for different platforms. We are actively pursuing relationships to diversify our customer relationships, including expanding sales with NAMs and European and Asian OEMs. Over the past two years we have won new business from companies such as Toyota, Volkswagen/Audi and Calsonic.

In 2004, we generated 70% of net sales in North America, 23% in Europe, 3% in South America and 4% in Asia/Pacific. Approximately 19% of our revenues were generated from our Canadian operations.

Competition

The principal competitive factors in our industry are price, quality, service, performance, design and engineering capabilities, innovation and timely delivery. We believe that our capabilities in these core competencies are integral to our position as a market leader in each of our product lines. In body sealing products we compete with GDX Automotive, Metzeler Automotive Profile Systems; Toyoda Gosei; and Hutchinson, a subsidiary of Total SA, among others. In fluid handling products, we compete with TI Automotive, Dana, ITT Industries' Fluids Handling Systems, Mark IV Automotive, Martinrea and numerous manufacturers of hoses. In NVH control products we compete with Delphi; Trelleborg; Tokai; Vibracoustic, a joint venture between Freudenberg and Phoenix; and Paulstra, a subsidiary of Total SA.

Patents and Trademarks

We hold over 300 patents related to our products. Our patents cover both products, such as the ENVIsys active control system, the Daylight Opening Module and our Engineered Stretched Plastics, and specific manufacturing processes, such as our plastics-to-aluminum overmolding process. We consider each of these patents to be of value and seek to protect our rights throughout the world against infringement. While in the aggregate these patents are important to our business, we do not consider them of such importance that the loss or termination of any one of them would materially affect our company. We continue to seek patent protection for our new products. Our patents will continue to be amortized over the next two to 13 years.

We also have license and technology sharing agreements with Nishikawa Rubber Company for sales, marketing and engineering services on certain body sealing products we sell. Under those agreements, each party pays for services provided by the other and royalties on certain products for which the other party provides design or development services.

We own or have licensed several trademarks that are registered in many countries, enabling us to protect and market our products worldwide. For the next two years, we intend to use our current name under an agreement with Cooper Tire.

Supplies and Raw Materials

The principal raw materials for our business include fabricated metal-based components, synthetic rubber, carbon black and natural rubber. We manage the procurement of our raw materials to assure supply and to obtain the most favorable pricing. For natural rubber, procurement is managed by buying forward of production requirements and by buying in the spot market. For other materials, procurement arrangements may contain formula-based pricing based on commodity indices. These arrangements provide quantities needed to satisfy normal manufacturing demands. In recent periods, the price and availability of components fabricated from steel, including automotive fabricated metal-based components, have been adversely impacted by scarcity of supply. The potential for continuing shortages and escalating costs in the near future of steel for automotive components is a concern for us due to the ongoing allocation of supply by the steel and steel rod manufacturers. We continue to work with our suppliers to ensure adequate supply of steel-based raw materials to support our manufacturing operations and no interruption of supply has been experienced. We believe we have adequate sources for the supply of raw materials and components for our products with suppliers located around the world. We often use offshore suppliers for machined components, metal stampings, castings, and other labor-intensive, economically freighted products.

Seasonality

Sales to automotive customers are lowest during the months prior to model changeovers and during assembly plant shutdowns. These typically result in lower sales volumes during July, August and December. During these periods of lower sales volumes, profit performance is lower, but working capital improves due to continuing collection of accounts receivable.

Employees

We maintain good relations with both our union and non-union employees and have experienced no work stoppages for more than ten years. We recently negotiated some longer-term agreements,

including a five-year agreement with the USWA at a large body sealing products facility. We are currently negotiating two of our U.S. collective bargaining agreements, which are due to expire in the next five months. As of December 31, 2004, approximately 49.6% of our employees were represented by unions, of which approximately 24.9% were located in the United States.

As of December 31, 2004, we had 13,605 full-time and temporary employees.

Properties

Our headquarters are located in Novi, Michigan. Our manufacturing locations are in North America, Asia, Europe, South America and Australia. We also have seven design facilities around the world. We believe that substantially all of our properties are in good condition and that we have sufficient capacity to meet our current and projected manufacturing and design needs. The following table summarizes our property holdings.


Region	Total Facilities		Owned Facilities
North America		24		20
Asia		7		3
Europe		12		8
South America		2		1
Australia		1		1
Total		46		33

Environmental

Legal Proceedings

We are a defendant in various judicial proceedings arising in the ordinary course of business. After reviewing all of these proceedings, and taking into account all relevant factors concerning them, we do not believe that any liabilities resulting from these proceedings are reasonably likely to have a material adverse effect on its liquidity, financial condition or results of operations.

MANAGEMENT

Directors and Executive Officers

The following table sets forth information about our current directors, executive officers and other named officers.


Name	Age	Position
James S. McElya	57	Chief Executive Officer and Director
James W. Pifer	57	Executive Vice President, Sales & Marketing
Edward A. Hasler	55	President, Global Sealing Systems
Larry J. Beard	57	President, Global Fluid Systems
Paul C. Gilbert	46	President, NVH Control Systems
Allen J. Campbell	47	Chief Financial Officer
S.A. (Tony) Johnson	64	Non-Executive Chairman and Director
Kenneth L. Way	65	Director
David P. Spalding	50	Director
Gerald F. Willinger	37	Director
Michael F. Finley	43	Director
Gerald J. Cardinale	37	Director
Jack Daly	38	Director

James S. McElya is our Chief Executive Officer. He was the President of Cooper-Standard and a Corporate Vice President of Cooper Tire from June 2000 until the Acquisition. Mr. McElya has over 30 years of automotive experience and was previously President of Siebe Automotive Worldwide, a division of Invensys, PLC. Mr. McElya spent 22 years with Handy & Harman in various executive management positions, including President, Handy & Harman Automotive, and Corporate Vice President and Officer of the parent company. Mr. McElya is a board member of OESA (Original Equipment Supplier Association), a board member of the Rubber Manufacturers Association, and an Advisor to NAAG (National Alliance for Accessible Golf).

James W. Pifer is our Executive Vice President, Sales & Marketing. He was the Executive Vice President, Sales & Marketing, Cooper-Standard Automotive Group and a Corporate Vice President, Cooper Tire from 1999 until the Acquisition. In over 35 years of automotive experience, Mr. Pifer has held various executive positions, including Global President, Fluid Systems Division; President, Sealing Systems Division North America; Vice President, Sales, Marketing & Engineering, Sealing Systems Division; Vice President, Sales, Marketing & Engineering, Cooper Engineered Products Division; and various positions with Cooper Tire.

Edward A. Hasler is our President, Global Sealing Systems. He was the President of the Global Sealing Systems Division and a Corporate Vice President of Cooper Tire from 2003 until the Acquisition. Mr. Hasler was employed from 2000 to 2001 in Germany as Managing Director, Europe for GDX Corporation (which includes Draftex and GenCorp), a major player in the automotive weathersealing business. Prior to joining GenCorp, Mr. Hasler had been with Cooper Tire for nearly 15 years. At Cooper Tire, Mr. Hasler held several senior posts including Vice President, Operations; and Vice President, Controller. He has both an MBA and a BS in Business Administration.

Larry J. Beard is our President, Global Fluid Systems. He was President of the Global Fluid Systems Division and a Corporate Vice President of Cooper Tire from 1998 until the Acquisition. Mr. Beard has over 36 years of automotive experience and has held various executive management positions, including Executive Vice President, Tire Operations; President, Fluid Systems Division North America; Vice President, Operations; and was a Senior Vice President and General Manager at P.L. Porter, a leading supplier of automotive and aerospace components. Mr. Beard is a journeyman Tool and Die maker, and has a BSME from Wayne State University and an MBA from Northeastern University.

Paul C. Gilbert is our President, NVH Control Systems. He was President of the NVH Control Systems Division and a Corporate Vice President of Cooper Tire from 1999 until the Acquisition. Mr.

Gilbert has 14 years of automotive experience with Cooper Tire and has held various executive positions, including Vice President, Operations; Vice President, Controller; and General Accounting Manager. Mr. Gilbert has a BSBA (Accounting) from Tri-State University and is a CPA. He is also a Board Member of the Rubber Manufacturers Association.

Allen J. Campbell is our Chief Financial Officer. He was Vice President, Finance from 1999 to 2003 and Vice President, Asian Operations of Cooper-Standard Automotive Group from 2003 until the Acquisition. Mr. Campbell has six years of automotive experience and has held various executive positions in the industry. Prior to this position, Mr. Campbell was with The Dow Chemical Company for 18 years and held executive finance positions for both US and Canadian operations. Mr. Campbell is a Certified Public Accountant and received his MBA in Finance from Xavier University.

S.A. (Tony) Johnson is our Non-Executive Chairman and a director of our company. Mr. Johnson has been serving as Chairman and as a Director of Tower Automotive Inc. since April 1993. Mr. Johnson is the founder of Hidden Creek Industries, a private industrial management company based in Minneapolis, which has provided certain management and other services to Tower Automotive. Mr. Johnson is also the Managing Partner of J2R Partners, an investment partnership that participated in the acquisition of R. J. Tower Corporation. Prior to forming Hidden Creek, Mr. Johnson served from 1986 to 1989 as President and Chief Operating Officer of Pentair, Inc., a diversified industrial company. From 1981 to 1985, Mr. Johnson was President and Chief Executive Officer of Onan Corp., a diversified manufacturer of electrical generating equipment and engines for commercial, defense and industrial markets. Mr. Johnson also currently serves as a Director of J. L. French, an aluminum die casting supplier to the automotive industry; Commercial Vehicles Group Inc., a supplier of truck cab components to the Class 8 truck market; Saleen Inc., a producer of high performance niche vehicles; and served as Chairman and a Director of Automotive Industries Holding, Inc., a supplier of automotive interior trim components, from May 1990 until its sale to Lear Corporation in August 1995.

Kenneth L. Way is a director of our company. Mr. Way is the former Chairman and CEO of Lear Corporation, the world's largest automotive interior systems supplier. Mr. Way had been affiliated with Lear Corporation and its predecessor companies for 37 years in various engineering, manufacturing and general management capacities. Mr. Way is also a Director of WESCO International, Inc., Comerica, Inc., CMS Energy Corporation, and United Way, and is on the boards of trustees for Henry Ford Health Systems and the Barbara Ann Karmanos Cancer Institute.

David P. Spalding is a director of our company. Mr. Spalding has been the Vice Chairman of Cypress since he helped found the company in 1994. Prior to joining Cypress, Mr. Spalding was a managing director in Lehman Brothers' merchant banking group and a member of the investment committee. Before that, Mr. Spalding was a senior vice president of GE Capital Corporate Finance Group, Inc. Mr. Spalding began his career at The Chase Manhattan Bank. He has served on numerous boards and is currently a director of Lear Corporation, AMTROL and Republic National Cabinet Corporation. He holds an AB from Dartmouth College and an MBA from New York University.

Gerald F. Willinger is a director of our company. Mr. Willinger is a Principal of Cypress and joined Cypress in April 2003. Prior to that, he was a vice president at MidOcean Partners, the former private equity arm of Deutsche Bank, from 2000 to 2003. Previously, Mr. Willinger was an associate in Investment Banking at Goldman, Sachs & Co. Prior to receiving his MBA from the Wharton School of Business in 1998, Mr. Willinger was a general manager for Ambac International, a manufacturer of fuel injection systems and components. He is currently a director of AMTROL and Republic National Cabinet Corporation. Mr. Willinger received a BS from Cornell University.

Michael F. Finley is a director of our company. Mr. Finley has been a Managing Director of Cypress since 1998 and has been a member of Cypress since its formation in April 1994. Prior to joining Cypress, he was a Vice President in the Merchant Banking Group at Lehman Brothers Inc. Mr. Finley received a B.A. from St. Thomas University and an M.B.A. from the University of Chicago's Graduate School of Business. Mr. Finley currently serves on the Boards of Directors of Affinia Group Inc., Communications & Power Industries, Inc. and Williams Scotsman, Inc.

Gerald J. Cardinale is a director of our company. Mr. Cardinale is a Managing Director and Partner in the Principal Investment Area at Goldman Sachs. He joined Goldman Sachs in 1992, became a Managing Director in 2002 and was made a Partner in 2004. He serves on the Boards of Directors of the Yankees Entertainment and Sports ("YES") Network, Sensus Metering Systems Inc., Cebridge Connections and Fiberlink Communications Corporation. Mr. Cardinale received an Honors B.A. from Harvard University and an M.Phil in Politics from Oxford University where he was a Rhodes Scholar.

Jack Daly is a director of our company. Mr. Daly is a Vice President in the Principal Investment Area of Goldman Sachs, where he has worked since 2000. From 1998 to 2000, he was a member of the Investment Banking Division of Goldman Sachs. From 1991 to 1997, Mr. Daly was a Senior Instructor of Mechanical & Aerospace Engineering at Case Western Reserve University. Mr. Daly currently serves as a director of IPC Information Systems, Inc. and Autocam, Inc. He earned a B.S. and M.S. in Engineering from Case Western Reserve University and an M.B.A. from the Wharton School of Business.

Director Compensation

None of our directors that are officers or nominees of our sponsors receive any compensation for serving as a director or as a member or chair of a committee of the board of directors. The board of directors acting as a whole has determined to compensate members of the board of directors that are not our employees or employees of our sponsors with a retainer in the amount of $40,000 per year, plus $1,500 per meeting of the board of directors that such member attends. Our Chairman, Mr. Johnson, will receive an additional $75,000 per year for his service as Chairman of the Board, and Mr. Way will receive $10,000 per year for his service as the Chairman of the Audit Committee.

Committees of the Board of Directors

Our board of directors currently has an executive committee and an audit committee.

Executive Committee

Our executive committee currently consists of Messrs. Johnson, Cardinale, Finley and McElya. Mr. Johnson has agreed to serve as the chairman of the Executive Committee. The Executive Committee is responsible for discharging all functions of the board of directors in the management of our business during the interim between meetings of the board of directors.

Audit Committee

Our audit committee currently consists of Messrs. Way, Daly and Willinger. Mr. Way has agreed to serve as the chairman of the Audit Committee. Our board of directors has not made any determination as to any of the audit committee members' qualification as an "audit committee financial expert" as such term is defined in Item 401(h) of Regulation S-K. The audit committee is responsible for (i) reviewing and discussing with management and our independent auditors our annual audited financial statements and quarterly financial statements and any audit issues and management's response; (ii) reviewing and discussing with management and our independent auditors our financial reporting and accounting standards and principles and significant changes in such standards and principles or their application; (iii) reviewing and discussing with management and our independent auditors our internal system of financial controls and disclosure controls and our risk assessment and management policies and activities; (iv) reviewing and evaluating the independence, qualifications and performance of our independent auditors; (v) reviewing our legal compliance and ethics programs and investigating matters relating to management's integrity, including adherence to standards of business conduct established in our policies; and (vi) taking such actions as may be required or permitted under applicable law to be taken by an audit committee on behalf of us and our board of directors.

Executive Compensation

As an independent company, we have established executive compensation plans that link compensation with the performance of our company. We will continually review our executive compensation programs to ensure that they are competitive.

The following table shows all compensation awarded to, earned by, or paid to our Chief Executive Officer and four other most highly compensated executive officers based on salary, whom we refer to as the "named executive officers."


	Annual Compensation								Long-Term Compensation
Name and Principal Positions(1)	Year		Salary		Bonus(2)		Other Annual Compensation(3)		Number of Shares Underlying Stock Option Awards(4)		LTIP Payout		All Other Compensation(5)
James S. McElya Chief Executive Officer		2004	$	463,000	$	408,597	$	40,289		44,723	$	76,356	$	3,246,342
Paul C. Gilbert
President, NVH Control Systems		2004		275,000		82,165		9,512		24,598		121,743		634,749
Edward A. Hasler(6) President, Global Sealing Systems		2004		300,000		189,405		646		24,598		—		215,441
James W. Pifer Executive Vice-President, Sales & Marketing		2004		295,000		234,200		—		17,889		—		116,229
Larry J. Beard(7) President, Global Fluid Systems		2004		234,615		124,959		3,987		24,598		55,958		167,322


(1)	We have provided compensation information as to 2004 for the named executive officers because prior to 2004, we were not subject to applicable filing requirements under the Exchange Act.


(2)	Includes payments made under Cooper Tire's Return on Assets Managed bonus program.


(3)	Includes perquisites including company car and, in the case of Mr. McElya, benefits including expenses related to housing and commuting airfare.


(4)	Options were awarded to members of senior management in connection with the Acquisition. Half of each officer's stock options are Time Options and half are Performance Options, as described more fully below.

(5)

Includes flexible spending allowance, allocations to the Cooper Tire Nonqualified Supplementary Benefit Plan, which provides benefits otherwise denied participants in the Spectrum Investment Savings Plan because of Internal Revenue Code limitations on qualified benefits, and amounts attributable to the repurchase by Cooper Tire of qualified and nonqualified options to purchase Cooper Tire stock. Mr. McElya's other compensation also includes a $2 million retention bonus paid in connection with the Acquisition part of which was paid in cash and part of which was paid in the form of Cooper-Standard Holdings Inc. stock.


(6)	Mr. Hasler's reported compensation does not include a negative adjustment of $10,148 related to expatriate status.


(7)	Mr. Beard's reported compensation does not include amounts totaling approximately $75,500 paid by Cooper Tire for services he provided during part of 2004 for Cooper Tire rather than Cooper-Standard Automotive Inc.

Options Grants Table


	Individual Grants									Grant Date Value
Name	Number of Securities Underlying Options Granted(1)		% of Total Options Granted to Employees in Fiscal Year			Exercise of Base Price ($/Sh)		Expiration Date		Grant Date Present Value $(2)
James S. McElya		44,723		20.8	%	$	100		12/23/2014		892,594
Paul C. Gilbert		24,598		11.5	%	$	100		12/23/2014		490,934
Edward A. Hasler		24,598		11.5	%	$	100		12/23/2014		490,934
James W. Pifer		17,889		8.3	%	$	100		12/23/2014		357,034
Larry J. Beard		24,598		11.5	%	$	100		12/23/2014		490,934


(1)	Half of the options granted to each officer are Time Options and the other half are Performance Options, as described more fully below.

(2)

These values were determined based on the Black-Scholes options pricing model. Calculation of the Grant Date Present Value was based on the following assumptions: stock price at grant of $100; exercise of an option in the sixth year after its grant; price volatility of 0.00% due to use of the minimum value method; a dividend yield of 0.00% and a risk free rate of return of 3.745%. No adjustments were made for non-transferability and the lack of liquidity. Our use of this model does not necessarily mean that we believe that this model accurately determines the value of options. The ultimate value of the options in this table depends upon each holder's individual investment decisions and the actual performance of our common stock.

Following the Acquisition, nine of our executives received nonqualified stock options to acquire up to 6.3%, in the aggregate, of the outstanding shares of common stock of Cooper-Standard Holdings Inc. as of the closing date of the Acquisition. The allocation of such options was made by the Board of Directors of Cooper-Standard Holdings Inc., based on the recommendation of Mr. McElya, our Chief Executive Officer (all such options, collectively, the "Options"). The Options were granted pursuant to the 2004 Cooper-Standard Holdings Inc. Stock Incentive Plan, which is an omnibus plan permitting the grant of stock options and other stock-based awards. Fifty percent of the Options granted to each executive (the "Time Options") will vest and become exercisable with respect to 20% of the shares subject to Time Options on each of the first five anniversaries of the date of grant. The remaining 50% of the Options granted to each executive (the "Performance Options") will vest and become exercisable on the eighth anniversary of the date of grant, subject to partial accelerated vesting of up to 20% per year based upon achievement of annual EBITDA targets. Notwithstanding the foregoing, the option agreements provide that the eighth anniversary vesting date will no longer be of any effect if the elimination of such vesting date will not cause the Performance Options to be subject to variable accounting treatment.

The Options have a term of 10 years and the vested portion of the Options will expire (i) 90 days following termination of employment for any reason other than those discussed in (ii) and (iii), below, (ii) immediately upon termination for Cause and (iii) one year following termination of employment due to death, disability, retirement at normal retirement age under Cooper-Standard Holdings Inc.'s or its affiliates' qualified retirement plan or Cooper-Standard Holdings Inc.'s sale of the business or division in which such executive was principally employed.

Any unvested Options will be forfeited upon a termination of the executive's employment for any reason; provided that in the event of a termination without cause or for good reason (as those terms are defined in the option agreement), or in the event of a termination due to death or disability, the executive shall be deemed vested in any Time Options that would otherwise have vested in the calendar year of termination.

Upon a change of control (i) all unvested Time Options will vest and (ii) 20% to 100% of the unvested Performance Options that relate to the tranche (i.e., 20%) applicable to the calendar year in which such change of control occurs (and which relate to any future calendar years) shall vest to the extent that cumulative performance from calendar year 2004 through the most recent fiscal year-end meets or exceeds 85% of the applicable cumulative annual EBITDA targets. Upon an initial public offering of Cooper-Standard Holdings Inc. of at least 25% of the outstanding shares or that results in gross proceeds to Cooper-Standard Holdings Inc. greater than or equal to 50% of Sponsors' initial investment, 20% to 100% of the unvested Performance Options that relate to the tranche (i.e., 20%) applicable to the calendar year in which such offering occurs (and which relate to any future calendar years) shall vest to the extent that cumulative performance through the most recent fiscal year-end meets or exceeds 85% of the applicable cumulative annual EBITDA targets.

All shares acquired upon the exercise of an Option shall be held subject to the terms and conditions of a management shareholders' agreement more fully described elsewhere in this prospectus under the caption "Certain Relationships and Related Party Transactions."

Employment and Severance Agreements

James S. McElya. In connection with the Acquisition, we assumed and continued Mr. McElya's existing employment agreement with the Sellers with certain modifications. The agreement provides for a term from the closing of the Acquisition through December 31, 2007, with automatic one-year extensions commencing on January 1, 2008 and each January 1 thereafter (until Mr. McElya's 63rd birthday), unless either party gives notice no later than September 30 of the preceding year. During the term of the agreement, Mr. McElya is serving as our President and Chief Executive Officer, and receives a base salary equal to $700,000; has an annual bonus opportunity equal to 80% of base salary, based upon and subject to the achievement of annual performance targets; participate in our long-term incentive compensation programs; participates in our Change of Control Severance Pay Plan (described below); and participates in employee benefit plans, including health, life, disability, retirement and fringe benefits that are substantially comparable in the aggregate to the level of such benefits that were provided by Cooper Tire immediately prior to the closing of the Acquisition, subject to reduction that applies to other of our senior executives.

Upon termination without cause or for good reason (as those terms are defined in the agreement) on or prior to December 31, 2007, subject to execution of an effective release of claims, Mr. McElya will be entitled to: (i) a lump sum payment equal to his base salary and pro rata incentive compensation accrued through termination, (ii) a lump sum payment equal to the greater of (a) Mr. McElya's average annual compensation, including base salary and any annual and long-term incentive compensation earned during the five calendar years prior to termination, during the remainder of the employment term and (b) three times the sum of Mr. McElya's base salary plus target annual incentive compensation for the year prior to the Acquisition; (iii) a lump sum payment equal to the actuarial equivalent of three additional years of service credit under Mr. McElya's retirement plans plus the retirement pension accrued under the applicable nonqualified supplemental retirement plan; (iv) three years of continued life, accident and health insurance, reduced by comparable benefits received by Mr. McElya during such period; (v) lifetime retiree medical and life insurance coverage; and (vi) outplacement services up to 15% of Mr. McElya's base salary. After the closing of the Acquisition, Cooper Tire provided Mr. McElya with full vesting and payment of Cooper Tire restricted stock units (not equity securities of Cooper-Standard Holdings Inc.) and full vesting and cash-out of Cooper Tire stock options (not equity securities of Cooper-Standard Holdings Inc.). The requirement under the agreement that upon a change in control (as defined in the agreement) a "rabbi trust" must be funded applies only to the change in control that resulted from the Acquisition, and such requirement was satisfied by Cooper Tire, and not Cooper-Standard Holdings Inc. or us. Any claims for severance or termination benefits described in (i) through (vi), above, will be made against the rabbi trust first and exclusively, except to the extent there are not sufficient assets in the trust in which event the remaining balance due will be payable by us. Upon termination without cause or for good reason (as those terms are defined in the agreement) following December 31, 2007, during the term of the agreement and prior to a change of control (as defined in our Change of Control

Severance Pay Plan (described below)), subject to execution of an effective release of claims, Mr. McElya will be entitled to: (i) a lump sum payment equal to Mr. McElya's average annual compensation, including base salary and any annual and long term incentive compensation earned during the five calendar years prior to termination, during the remainder of the employment term; (ii) a lump sum payment equal to the actuarial equivalent of two additional years of service credit under Mr. McElya's retirement plans; and (iii) lifetime life, accident and health insurance benefits substantially similar to those to which Mr. McElya and his family were entitled immediately prior to termination, reduced by comparable benefits received.

The agreement provides for a gross-up payment for excise tax imposed by Section 4999 of the Code related to excess parachute payments, and we will pay for any legal fees incurred by Mr. McElya associated with the interpretation, enforcement or defense of his rights under the agreement. Pursuant to the agreement, Mr. McElya is subject to a non-disclosure covenant at all times and a non-competition and non-solicitation covenant during employment and for two years following termination.

Certain Executives (excluding Mr. McElya). Eight of our executives (excluding Mr. McElya) each entered into an employment agreement with us for a term from December 23, 2004 through December 31, 2007, with automatic one-year extensions commencing on December 31, 2007 and each December 31 thereafter, unless either party gives 60 days prior written notice. During the term of the agreement, each executive receives a base salary and an annual bonus award based on achievement of annual performance targets; participates in our long-term incentive compensation programs as are generally provided to other senior executives; participates in our Change of Control Severance Pay Plan (described below); and participates in employee benefit plans, including health, life, disability, retirement and fringe benefits that are substantially comparable in the aggregate to the level of such benefits provided by Cooper Tire immediately prior to the closing of the Acquisition, subject to reduction that applies to other of our senior executives.

With respect to any termination without cause or resignation for good reason (as defined in the agreements) during the term of the agreement on or prior to December 23, 2006, the executive will be entitled to his or her accrued rights through termination; provided that each executive will be entitled to payments and benefits under the Cooper Tire & Rubber Company Change in Control Severance Pay Plan with certain modifications. The requirement under the Cooper Tire & Rubber Company Change in Control Severance Pay Plan that upon a change in control (as defined therein) a "rabbi trust" be funded was satisfied by Cooper Tire, and not Cooper-Standard Holdings Inc. or us. Any claims for severance or termination benefits will be made against the rabbi trust first and exclusively, except to the extent there are not sufficient assets in the trust in which event the remaining balance due will be payable by us. With respect to any termination without cause or resignation for good reason (as defined in the agreements) during the term of the agreement prior to a change of control (as defined therein) and following December 23, 2006, subject to execution of an effective release of claims, the agreements may provide that the executive will be entitled to: (i) accrued base salary and pro-rata accrued incentive compensation through termination; (ii) a lump sum payment of two (for members of Operations Committee — one for others) times the sum of (x) base salary and (y) target annual incentive compensation for the year of termination; and (iii) a lump sum payment of value of two (for members of Operations Committee — one for others) years additional service credit under our tax qualified retirement plan; and (iv) two years continued life, accident, and health insurance coverage on the same basis applicable to our active employees.

Pursuant to the agreement, each executive is subject to an a non-disclosure covenant at all times, an intellectual property covenant, and a non-competition and non-solicitation covenant during employment and for two years following termination.

Change of Control Severance Pay Plan

Our top nine executives are entitled to participate in our Change of Control Severance Pay Plan (the "Plan"). The Plan has a term from December 23, 2004 until the later of December 31, 2006 or the second anniversary of a change of control (as defined in the Plan); provided that on each

December 31, commencing with 2004, the termination date will automatically be extended for an additional year unless, not later than 120 calendar days prior to such date, we shall have given written notice to the executives. If an executive's employment is terminated following a change of control without cause or for the reasons enumerated in the Plan, the Plan provides that he or she shall be entitled to receive, subject to execution of an effective release of claims: (i) a lump sum payment equal to his or her base salary; (ii) a pro rata portion of any annual bonus or long-term cash incentive compensation, if any, the executive would have received in respect of such year based upon the percentage of the year that shall have elapsed through the date of termination, payable when it would otherwise have been payable had executive's employment continued; (iii) a lump sum payment equal to three (for the Chief Executive Officer), two (for Operations Committee members), one (for Management Group members) or the multiple set forth in a committee action times the sum of (a) base salary, plus (b) target annual incentive cash compensation for the year prior to the change of control; (iv) a lump sum payment equal to the actuarial equivalent of three (for the Chief Executive Officer), two (for Operations Committee members), one (for Management Group members) additional years of service credit (or the period set forth in a committee action) under the executive's retirement plans plus the retirement pension the executive has accrued under the applicable nonqualified supplemental retirement plan; (v) three years (for the Chief Executive Officer) and two years (for other executives) of continued life, accident and health insurance, reduced by comparable benefits received during such period; (v) lifetime retiree medical and life insurance coverage; and (vi) outplacement services up to 15% of base salary.

The Plan provides for a gross-up payment for excise tax imposed by Section 4999 of the Code related to excess parachute payments. Upon a change of control or within five business days of Cooper-Standard Holdings Inc.'s board of directors' declaration that a change of control is imminent, the Plan requires funding of severance and gross-up amounts into a rabbi trust for the benefit of the affected executives. We will pay for any legal fees incurred by an executive associated with the interpretation, enforcement or defense of his or her rights under the Plan. Pursuant to the Plan, each executive is subject to a non-disclosure covenant at all times and a non-competition and non-solicitation covenant during employment and for two years following termination.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Cooper-Standard Holdings Inc. owns 100% of the issued and outstanding common stock of Cooper-Standard Automotive Inc., which in turn wholly owns, directly or indirectly, all of the subsidiary guarantor registrants. The following table and accompanying footnotes show information regarding the beneficial ownership of the issued and outstanding common stock of Cooper-Standard Holdings Inc. as of March 30, 2005 by (i) each person known by us to beneficially own more than 5% of the issued and outstanding common stock of Cooper-Standard Holdings Inc., (ii) each of our directors, (iii) each named executive officer and (iv) all directors and executive officers as a group.


Name and beneficial owner	Number			Percent
The Cypress Group L.L.C. ⁽¹⁾		1,590,000			49.77	%
The Goldman Sachs Group, Inc. ⁽²⁾		1,590,000			49.77
James S. McElya		10,000	⁽⁵⁾			*
S.A. (Tony) Johnson		2,000				*
Kenneth L. Way		2,500				*
David P. Spalding ⁽³⁾		—			—
Gerald F. Willinger ⁽³⁾		—			—
Michael F. Finley ⁽³⁾		—			—
Gerald J. Cardinale ⁽⁴⁾		—			—
Jack Daly ⁽⁴⁾		—			—
Larry J. Beard		—	⁽⁶⁾		—
Paul C. Gilbert		—	⁽⁶⁾		—
Edward A. Hasler		—	⁽⁶⁾		—
James W. Pifer		—	⁽⁶⁾		—
All directors and executive officers as a group (12 persons)		3,194,500			100	%


*	less than 1%.

(1)

Includes 64,114 shares of common stock owned by Cypress Merchant Banking II C.V., 1,508,152 shares of common stock owned by Cypress Merchant Banking Partners II L.P., 14,554 shares of common stock owned by 55th Street Partners II L.P. (collectively, the "Cypress Funds") and 3,180 shares owned by Cypress Side-by-Side L.L.C. Cypress Associates II L.L.C. is the managing general partner of Cypress Merchant Banking II C.V. and the general partner of Cypress Merchant Banking Partners II L.P. and 55th Street Partners II L.P., and has voting and investment power over the shares held or controlled by each of these funds. Certain executives of The Cypress Group L.L.C., including Messrs. Jeffrey Hughes, James Singleton, David Spalding and James Stern, may be deemed to share beneficial ownership of the shares shown as beneficially owned by the Cypress Funds. Each of such individuals disclaims beneficial ownership of such shares. Cypress Side-By-Side L.L.C. is a sole member-L.L.C. of which Mr. James A. Stern is the sole member. The business address of these entities is c/o The Cypress Group L.L.C., 65 East 55th Street, New York, New York 10022.

(2)

The Goldman Sachs Group, Inc. ("GS Group") and certain affiliates, may be deemed to own beneficially and indirectly in the aggregate 1,590,000 shares of common stock which are owned directly or indirectly by investment partnerships, of which affiliates of the GS Group are the general partner or managing general partner. The GS Group and their respective beneficial ownership of shares of our common stock are: (a) GS Capital Partners 2000, L.P. 899,797 shares, (b) GS Capital Partners 2000 Offshore, L.P. 326,952 shares, (c) GS Capital Partners 2000 GmbH & Co. Beteiligungs KG 37,609 shares, (d) GS Capital Partners 2000 Employee Fund, L.P. 285,892 shares and (e) Goldman Sachs Direct Investment Fund 2000, L.P. 39,750 shares. The GS Group disclaims beneficial ownership of the shares owned directly or indirectly by its affiliates, except to the extent of their pecuniary interest therein, if any. The business address of these entities is c/o GS Capital Partners 2000, 85 Broad St., New York, New York 10004.


(3)	Mr. Spalding is the Vice Chairman of The Cypress Group L.L.C., Mr. Willinger is a Principal of The Cypress Group L.L.C. and Mr. Finley is a Managing Director of The Cypress Group L.L.C. Each of Messrs. Spalding, Willinger and Finley disclaim beneficial ownership of any shares held or controlled by the Cypress Funds or their affiliates.


(4)	Mr. Cardinale is a Managing Director and Partner in Goldman, Sachs & Co.'s Principal Investment Area. Mr. Daly is a Vice President in Goldman, Sachs & Co.'s Principal Investment Area. Each of Messrs. Cardinale and Daly disclaim beneficial ownership of any shares held or controlled by these entities or their affiliates.

(5)

In addition to the shares beneficially owned by Mr. McElya, he has also agreed, pursuant to a subscription agreement entered into at the time of the Acquisition, to purchase up to an additional 5,000 shares of CSA Acquisition Corp. with any amounts he may receive from Cooper Tire pursuant to certain bonus plans of and agreements with Cooper Tire. At Mr. McElya's option, the maximum amount of such shares purchased with amounts so received from Cooper Tire may be increased to a number not to exceed 12,000.

(6)

Pursuant to certain subscription agreements entered into at the time of the Acquisition, each of Messrs. Beard, Gilbert, Hasler and Pifer has also agreed to purchase shares of CSA Acquisition Corp. with any amounts they receive from Cooper Tire pursuant to certain bonus plans of and agreements with Cooper Tire. Depending upon the amounts received from Cooper Tire, such executive will purchase up to approximately 3,228 shares in the case of Mr. Beard, 3,009 shares in the case of Mr. Gilbert, 2,709 shares in the case of Mr. Hasler and 3,454 shares in the case of Mr. Pifer.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Stockholders Agreement

In connection with the Acquisition, Cooper-Standard Holdings Inc. entered into a stockholders agreement with entities affiliated with Cypress, entities affiliated with GS Capital Partners (each a "Sponsor Entity" and together the "Sponsor Entities") and certain members of senior management that provides for, among other things,

•

a right of the Sponsor Entities to designate a certain number of directors to Cooper-Standard Holdings Inc.'s board of directors for so long as they hold a certain amount of Cooper-Standard Holdings Inc.'s common stock. Cypress and GS Capital Partners each have the right to designate three members of our board of directors, the chief executive officer is designated as a member, and two outside directors are designated to the board;

•

certain limitations on transfers of Cooper-Standard Holdings Inc.'s common stock held by the Sponsor Entities for a period of five years after the completion of the Acquisition, after which, if Cooper-Standard Holdings Inc. has not completed an initial public offering, any Sponsor Entity wishing to sell any of its Cooper-Standard Holdings Inc.'s common stock must first offer to sell such stock to Cooper-Standard Holdings Inc. and the Sponsor Entities, provided that, if Cooper-Standard Holdings Inc. completes an initial public offering, any Sponsor Entity may sell pursuant to its registration rights as described below;

•

certain limitations on transfers of Cooper-Standard Holdings Inc.'s common stock held by management stockholders for a period of seven years after the completion of the Acquisition, after which, if Cooper-Standard Holdings Inc. has not undergone a "change of control" or completed a "qualified initial public offering" resulting in either the sale of at least 25% of the then outstanding shares of Common Stock of Cooper-Standard Holdings Inc. or in gross proceeds of at least 50% of Sponsor Entities' equity investment in Cooper-Standard Holdings Inc., any sale of Cooper-Standard Holdings Inc.'s common stock by a management stockholder is subject to a right of first refusal in favor of Cooper-Standard Holdings Inc.; provided that, if Cooper-Standard Holdings Inc. completes an initial public offering, any management stockholder may sell pursuant to "piggyback" registration rights as described below;


•	a consent right for the Sponsor Entities with respect to certain corporate actions;


•	the ability of the Sponsor Entities and management stockholders to "tag-along" their shares of Cooper-Standard Holdings Inc.'s common stock to sales by the Sponsor Entities, and the ability of the Sponsor Entities to "drag-along" Cooper-Standard Holdings Inc.'s common stock held by the other Sponsor Entities and management stockholders under certain circumstances;


•	the right of the Sponsor Entities and management stockholders to purchase a pro rata portion of all or any part of any new securities offered by Cooper-Standard Holdings Inc.; and


•	the right of Cooper-Standard Holdings Inc. and the Sponsor Entities to purchase the shares held by a management stockholder if a management stockholder's employment is terminated.

Registration Rights Agreement

In connection with the Acquisition, Cooper-Standard Holdings Inc. entered into a registration rights agreement with the Sponsor Entities and management stockholders pursuant to which the Sponsor Entities are entitled to certain demand and piggyback rights and the management stockholders are entitled to certain piggyback rights with respect to the registration and sale of Cooper-Standard Holdings Inc.'s common stock held by them.

Transaction Fee Agreement

In connection with the Transactions, affiliates of the Sponsors entered into transaction fee agreements with us relating to certain structuring and advisory services that affiliates of the Sponsors provided to us for aggregate transaction and advisory fees of $12 million that were paid upon closing

of the Transactions. We agreed to indemnify the Sponsors and their respective affiliates, directors, officers and representatives for losses relating to the services contemplated by the transaction fee agreements and the engagement of affiliates of the Sponsors pursuant to, and the performance by them of the services contemplated by, the transaction fee agreements.

Agreements Related to the Acquisition

In addition to the stock purchase agreement, at the closing of the Acquisition, the parties entered into agreements governing certain relationships between and among the parties after the closing, including a transition services agreement and two supply agreements.

Transition Services Agreement. Pursuant to the transition services agreement, Cooper Tire has agreed to provide services to Cooper-Standard Holdings Inc. on a basis generally consistent with the historical operations of Cooper Tire. These services include (1) treasury and risk management services until March 31, 2005 at no charge if the services necessitate less than 80 hours of work and are at a reasonable hourly rate thereafter; (2) payroll processing services until June 30, 2005 at fees of $65,000 per month through June 30, 2005 and $100,000 per month thereafter; (3) purchasing services for carbon black and/or natural rubber procurement through December 31, 2005 at a monthly fee of $10,000 per month; (4) learning center classes that are scheduled prior to the closing date; (5) group health and welfare plan coverage on a self-insured and insured basis under any employee benefit plans that we cannot replace until June 30, 2005, which we reimburse with respect to costs and administrative fees; (6) tax services until December 31, 2004 (June 30, 2005 for payroll-related tax services) at monthly fees between $1,000 and $3,000; and (7) information technology services until December 31, 2004 at no charge if less than 80 hours and at a reasonable hourly rate thereafter (and at monthly fee of $10,000 after December 31, 2004). The prices described above do not include Cooper Tire's reimbursable expenses, and Cooper-Standard Holdings Inc. reimburses Cooper Tire for all such reasonable out-of-pocket expenses incurred by Cooper Tire in connection with providing the services. Cooper-Standard Holdings Inc. may cancel any service upon thirty days' written notice of cancellation to Cooper Tire.

Supply Agreements. Pursuant to the supply agreements, Cooper Tire and we have agreed to supply each other certain mixed rubber compounds as required. The pricing of the products reflects the standard cost plus a markup of 9.9%, adjusted for actual changes in the cost of the related raw materials. The supply agreements remain in effect until June 30, 2005, and are automatically renewed for successive six-month periods unless either party terminates at least ninety days prior to the expiration of the then current term.

DESCRIPTION OF OTHER INDEBTEDNESS

Senior Credit Facilities

The senior credit facilities are provided by a syndicate of banks and other financial institutions led by Deutsche Bank Trust Company Americas, as administrative agent, Deutsche Bank Securities Inc., as joint lead arranger and joint bookrunner, Lehman Commercial Paper Inc., as syndication agent, Lehman Brothers Inc., as joint lead arranger and joint bookrunner, and Goldman Sachs Credit Partners L.P., UBS Securities LLC and The Bank of Nova Scotia, each as a co-documentation agent.

The senior credit facilities provide senior secured financing of up to $475 million, consisting of:


•	a C$61.535 million Term Loan A facility to our Canadian subsidiary, Cooper-Standard Automotive Canada Limited (the "Canadian Borrower") in Canadian dollars with a maturity of six years;


•	a $115 million Term Loan B facility to the Canadian Borrower in U.S. dollars with a maturity of seven years;


•	a $185 million Term Loan C facility to us in U.S. dollars with a maturity of seven years; and


•	$125 million of revolving credit facilities with a maturity of six years, $25 million of which is available to the Canadian Borrower in U.S. or Canadian dollars.

In addition, upon the occurrence of certain events, we or the Canadian Borrower may request additional term loan facilities and/or an increase to the existing term loan facilities in an amount not to exceed $250 million in the aggregate, subject to receipt of commitments by existing term loan lenders or other financing institutions and certain other conditions.

Cooper-Standard Automotive Inc. is the borrower under the Term Loan C facility and the U.S. dollar denominated revolving credit facility. The Canadian Borrower is borrower under the Term Loan A facility, the Term Loan B facility and the multicurrency revolving credit facility. The Term Loan A facility and a portion of the multicurrency revolving facility are obligations of the Canadian Borrower in Canadian dollars. The multicurrency revolving credit facility includes $5 million available for letters of credit and the U.S. dollar denominated revolving credit facility includes $40 million available for letters of credit. The U.S. dollar denominated revolving credit facility also provides for $20 million available for borrowings on same-day notice, referred to as the swingline loans. Undrawn amounts under the multicurrency revolving credit facility and the U.S. dollar denominated revolving credit facility are available on a revolving credit basis for general corporate purposes of the applicable borrower and its subsidiaries.

Interest Rate and Fees

Borrowings under the senior credit facilities denominated in U.S. dollars bear interest at a rate equal to an applicable margin plus, at our or the Canadian Borrower's option, as applicable, either (a) a base rate determined by reference to the higher of (1) the prime rate of Deutsche Bank Trust Company Americas (or another bank of recognized standing reasonably selected by the administrative agent) and (2) the federal funds rate plus 0.5% or (b) LIBOR rate determined by reference to the costs of funds for deposits in U.S. dollars for the interest period relevant to such borrowing adjusted for certain additional costs. Borrowings under the senior credit facilities denominated in Canadian dollars bear interest at a rate equal to an applicable margin plus, at the Canadian Borrower's option, either (a) an adjusted Canadian prime rate determined by reference to the higher of (1) the prime rate of Deutsche Bank AG, Canada Branch for commercial loans made in Canada in Canadian dollars and (2) the average rate per annum for Canadian dollar bankers' acceptances having a term of 30 days that appears on Reuters Screen CDOR Page plus 0.75% or (b) bankers' acceptances rate determined by reference to the average discount rate on bankers' acceptances as quoted on Reuters Screen CDOR Page or as quoted by certain Canadian reference lenders.

Prepayments

The senior credit facilities require us to prepay outstanding term loans, subject to certain exceptions, with:


•	50% (which percentage will be reduced to 25% if our leverage ratio is less than 3.25 to 1.00 and to 0% if our leverage ratio is less than 2.50 to 1.00) of our excess cash flow for each fiscal year beginning with the fiscal year ending December 31, 2005;


•	100% of the net cash proceeds of asset sales and casualty and condemnation events, in each case if we do not reinvest those proceeds in assets to be used in our business within 360 days following the date of receipt of the net cash proceeds subject to certain limitations; and


•	100% of the net proceeds of any incurrence of debt other than debt permitted under the senior credit facilities, subject to certain exceptions.

We may voluntarily repay outstanding loans under the senior credit facilities, other than advances maintained as bankers' acceptances, at any time without premium or penalty, other than customary "breakage" costs with respect to certain eurocurrency or LIBOR loans.

Amortization

The Term Loan A facility amortizes in equal quarterly installments of C$1.538 million for the fiscal quarters in 2005 and 2006, C$2.308 million for the fiscal quarters in 2007 and 2008 and C$3.846 million for the fiscal quarters in 2009 and 2010.

The Term Loan B facility amortizes each year in an amount equal to 1% per annum in equal quarterly installments for the first six years and nine months, with the remaining amount payable on the date that is seven years from the date of the closing of the senior credit facilities.

The Term Loan C facility amortizes each year in an amount equal to 1% per annum in equal quarterly installments for the first six years and nine months, with the remaining amount payable on the date that is seven years from the date of the closing of the senior credit facilities.

Principal amounts outstanding under the revolving credit facilities will be due and payable in full at maturity, six years from the date of the closing of the senior credit facilities.

Guarantee and security

All obligations under the senior credit facilities are unconditionally guaranteed by Cooper-Standard Holdings Inc. and, subject to certain exceptions, each of our existing and future direct and indirect wholly-owned domestic subsidiaries, referred to collectively as U.S. Guarantors. In addition, all obligations of the Canadian Borrower under the senior credit facilities are unconditionally guaranteed by each existing and future direct and indirect wholly-owned Canadian subsidiary of Cooper-Standard Holdings Inc., referred to collectively, as Canadian Guarantors.

All obligations under the senior credit facilities, and the guarantees of those obligations, are secured by substantially all the assets of Cooper-Standard Holdings Inc., us and each U.S. Guarantor, including, but not limited to, the following, and subject to certain exceptions:


•	a pledge of 100% of our capital stock, 100% of the equity interests of each U.S. Guarantor and 65% (or 100% in the case of equity interests securing obligations of the Canadian Borrower under the senior credit facilities) of the equity interests of each of our foreign subsidiaries that are directly owned by us or any one or more of the U.S. Guarantors; and


•	a security interest in substantially all tangible and intangible assets of Cooper-Standard Holdings Inc., us and each U.S. Guarantor.

In addition, the obligations of the Canadian Borrower under the senior credit facilities and Canadian guarantees of such obligations are, subject to certain exceptions, secured by the following:


•	a pledge of the equity interests of each direct and indirect subsidiary of the Canadian Borrower and each Canadian Guarantor; and


•	a security interest in substantially all tangible and intangible assets of the Canadian Borrower and each Canadian Guarantor.

Certain covenants and events of default

The senior credit facilities contain a number of covenants that, among other things, limit or restrict, subject to certain exceptions, our ability, and the ability of our subsidiaries, to:


•	sell or otherwise dispose of assets;


•	incur additional indebtedness or guarantee obligations or issue preferred stock;


•	prepay or repay other indebtedness (including the Notes);


•	pay dividends and distributions, repurchase our capital stock or make other restricted payments;


•	create liens;


•	make investments, loans or advances;


•	make certain acquisitions;


•	engage in mergers, amalgamations or consolidations;


•	enter into sale and leaseback transactions;


•	engage in certain transactions with affiliates;


•	amend certain material agreements governing our indebtedness, including the Notes and related documents;


•	change the business conducted by us and our subsidiaries; and


•	enter into agreements that restrict dividends from subsidiaries.

In addition, the senior credit facilities require us to maintain the following financial covenants:


•	a maximum total leverage ratio;


•	a minimum interest coverage ratio; and


•	a maximum capital expenditures limitation.

The senior credit facilities also contain certain customary affirmative covenants and events of default, which include non-payment of principal, interest or fees, failure to comply with covenants, inaccuracy of representations or warranties in any material respect, cross default to certain other indebtedness, loss of lien perfection or priority, material judgments and change of ownership or control.

DESCRIPTION OF THE NOTES

General

The outstanding 7% Senior Notes due 2012 (the "Senior Notes") were issued under an Indenture, dated December 23, 2004 (the "Senior Indenture"), among itself, the Guarantors and Wilmington Trust Company, as Trustee (the "Senior Note Trustee"). The 8 3/8% Senior Subordinated Notes (the "Senior Subordinated Notes") were also issued under an Indenture, dated December 23, 2004 (the "Subordinated Indenture" and, together with the Senior Indenture, the "Indentures"), among itself, the Guarantors and Wilmington Trust Company, as Trustee (the "Subordinated Note Trustee" and, together with the Senior Note Trustee, the "Trustees"). The terms of a series of Notes include those stated in the applicable Indenture and those made part of the applicable Indenture by reference to the Trust Indenture Act.

Certain terms used in this description are defined under the subheading "—Certain Definitions." In this description, the word "Company" refers only to Cooper-Standard Automotive Inc. and not to any of its subsidiaries. Any reference to a "Noteholder" in this description refers to the holders of the Senior Notes and/or the Senior Subordinated Notes, as applicable.

The following description is only a summary of the material provisions of the Indentures and the Notes. You are urged to read the applicable Indentures and Notes because they, not this description, define your rights as Noteholders. You may request copies of the Indentures and/or the Notes at the Company's address set forth under the heading "Available Information."

Brief Description of the Notes

The Senior Notes

The Senior Notes are:


•	unsecured senior obligations of the Company;


•	effectively subordinated to all secured Indebtedness of the Company to the extent of the value of the assets securing such secured Indebtedness and to all Indebtedness and other liabilities (including trade payables) of the Company's Subsidiaries (other than the Subsidiary Guarantors);


•	pari passu in right of payment with all existing and future senior Indebtedness of the Company;


•	senior in right of payment to all existing and future Subordinated Obligations of the Company; and


•	guaranteed on a senior basis by the Guarantors.

The Senior Subordinated Notes

The Senior Subordinated Notes are:


•	unsecured Senior Subordinated Indebtedness of the Company;


•	subordinated in right of payment to all existing and future Senior Indebtedness of the Company, including the Senior Notes and Obligations under the Credit Agreement;


•	senior in right of payment to any future Subordinated Obligations of the Company;


•	pari passu in right of payment with any future Senior Subordinated Indebtedness of the Company; and


•	guaranteed on a senior subordinated basis by the Guarantors.

Principal, Maturity and Interest

The Senior Notes

On December 23, 2004, the Company issued $200.0 million of Senior Notes. Subject to the Company's compliance with the covenant described under the subheading "—Certain

Covenants—Limitation on Indebtedness," the Company may issue more Senior Notes from time to time under the Senior Indenture (the "Additional Senior Notes"). The Senior Notes and the Additional Senior Notes, if any, will be treated as a single class for all purposes of the Senior Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context otherwise requires, for all purposes of the Senior Indenture and this "Description of the Notes," references to the Senior Notes include any Additional Senior Notes actually issued. The Senior Notes will mature on December 15, 2012.

Interest on the Senior Notes accrues at the rate of 7% per annum and is payable semiannually in arrears on June 15 and December 15, commencing on June 15, 2005. The Company makes each interest payment to the holders of record of the Senior Notes on the immediately preceding June 1 and December 1.

The Senior Subordinated Notes

On December 23, 2004, the Company issued $350.0 million of Senior Subordinated Notes. Subject to the Company's compliance with the covenant described under the subheading "—Certain Covenants—Limitation on Indebtedness," the Company may issue more Senior Subordinated Notes from time to time under the Subordinated Indenture (the "Additional Subordinated Notes" and together with the Additional Senior Notes, the "Additional Notes"). The Senior Subordinated Notes and the Additional Subordinated Notes, if any, will be treated as a single class for all purposes of the Subordinated Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context otherwise requires, for all purposes of the Subordinated Indenture and this "Description of the Notes," references to the Senior Subordinated Notes include any Additional Subordinated Notes actually issued. The Senior Subordinated Notes will mature on December 15, 2014.

Interest on the Senior Subordinated Notes accrues at the rate of 8 3/8% per annum and is payable semiannually in arrears on June 15 and December 15, commencing on June 15, 2005. The Company makes each interest payment to the holders of record of the Senior Subordinated Notes on the immediately preceding June 1 and December 1.

Other Terms

The Company issued the Notes in denominations of $1,000 and any integral multiple of $1,000.

Interest on the Notes accrues from the date of original issuance. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months.

Optional Redemption

On and after December 15, 2008, the Company will be entitled at its option to redeem all or a portion of the Senior Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of holders of record of Senior Notes on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on December 15 of the years set forth below:

On and after December 15, 2009, the Company will be entitled at its option to redeem all or a portion of the Senior Subordinated Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of holder of record of the Senior

Subordinated Notes on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on December 15 of the years set forth below:


Period	Redemption Price
2009		104.188	%
2010		102.792	%
2011		101.396	%
2012 and thereafter		100.000	%

Prior to December 15, 2008, in the case of the Senior Notes, and December 15, 2009, in the case of the Senior Subordinated Notes, the Company may at its option redeem all or any portion of the Notes of the applicable series at a redemption price equal to 100% of the principal amount of such Notes plus the Applicable Premium as of, and any accrued and unpaid interest to, the redemption date (subject to the right of the applicable Noteholders on the relevant record date to receive interest due on the relevant interest payment date). Notice of such redemption must be mailed by first-class mail to each applicable Noteholder's registered address, not less than 30 nor more than 60 days prior to the redemption date.

"Applicable Premium" means with respect to a Note at any redemption date, the greater of (i) 1.00% of the principal amount of such Note and (ii) the excess of (A) the present value at such redemption date of (1) the redemption price of such Note on December 15, 2008, in the case of a Senior Note, and December 15, 2009, in the case of a Senior Subordinated Note (such redemption price being described in the first or second paragraph, respectively, in this "—Optional Redemption" section exclusive of any accrued interest) plus (2) all required remaining scheduled interest payments due on such Note through such date (but excluding accrued and unpaid interest to the redemption date), computed using a discount rate equal to the Adjusted Treasury Rate, over (B) the principal amount of such note on such redemption date.

"Adjusted Treasury Rate" means, with respect to any redemption date, (i) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after December 15, 2008, in the case of the Senior Notes, and December 15, 2009, in the case of the Senior Subordinated Notes, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (ii) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date, in each case calculated on the third Business Day immediately preceding the redemption date, plus in the case of clauses (i) and (ii) of this definition, 0.50%.

"Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Senior Notes from the redemption date to December 15, 2008, in the case of Senior Notes and comparable to the remaining term of the Senior Subordinated Notes from the redemption date to December 15, 2009, in the case of Senior Subordinated Notes, that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a maturity most nearly equal to December 15, 2008 or December 15, 2009, as applicable.

Net Sales by Customer

Net Sales by Product Line

Cooper-Standard Automotive Inc. S-1