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. [X]

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.

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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.

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

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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.

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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.


Net Sales by Customer Net Sales by Product Line
   

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.

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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

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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

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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:

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•  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.

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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.

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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.

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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.

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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.

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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;

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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.

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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;

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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."

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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.

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  Predecessor Successor Combined
Year Ended
December 31,
  Year Ended
December 31,
January 1, 2004
to December 23,
December 24, 2004
to 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   8.7   13.9       8.4
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.

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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.

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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;

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•  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.

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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:

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•  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

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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.

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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

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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.

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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

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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

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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."

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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

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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.

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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.

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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.

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 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;

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•  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.

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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."

34




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.

35




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.

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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.

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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  

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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%.

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(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  

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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.

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  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.

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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.

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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

44




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.

45




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.

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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

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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

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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.

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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.

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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)