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As filed with the Securities and Exchange Commission on April 28, 2006

Registration No. 333-124582

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Post-Effective
Amendment No. 1
to

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:
Brad B. Arbuckle, Esq.
Miller, Confield, Paddock and Stone PLC
840 West Long Lake Road, Suite 200
Troy, Michigan 48098

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.




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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



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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 by 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 April     , 2006




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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 Financial Data   16  
Risk Factors   19  
Special Note Regarding Forward-Looking Statements   30  
The Acquisition   31  
Use of Proceeds   32  
Capitalization   33  
Selected Historical Financial Data   34  
Management's Discussion and Analysis of Financial Condition and Results of Operations   36  
Our Business   55  
Management   71  
Security Ownership of Certain Beneficial Owners   82  
Certain Relationships and Related Party Transactions   84  
Description of Other Indebtedness   86  
Description of the Notes   89  
Book Entry; Delivery and Form   142  
Material United States Federal Income Tax Consequences   144  
Certain ERISA Considerations   148  
Plan of Distribution   150  
Legal Matters   150  
Experts   150  
Where You Can Find Additional Information   151  
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 largest North American producer in the NVH control business, and the second largest global producer of the types of fluid handling products we produce. Approximately 90% of our sales in 2005 were 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. The remaining 10% of our sales were primarily to Tier I and Tier II suppliers. In 2005, our products were found on all of the 20 top-selling models in North America and 16 of the 20 top-selling models in Europe. For the year ended December 31, 2005, we generated net sales of $1.8 billion, operating in 40 manufacturing locations and eight design, engineering and administrative locations in 14 countries around the world. On February 6, 2006, the Company completed the acquisition of the automotive fluid handling systems business of ITT Industries, Inc. ("FHS"), a leading manufacturer of steel and plastic tubing for fuel and brake lines and quick-connects based in Auburn Hills, Michigan having 15 facilities in seven countries.

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 #2 globally #1 in North America
Net Sales(1) $888 million $635 million $304 million
(1) For the year ended December 31, 2005; before $39 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

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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. 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) through December 2005, we reduced our total number of locations from 60 to 48 and significantly reduced headcount. We believe our integration and restructuring efforts have been highly successful. From the year ended December 31, 2001 to the year ended December 31, 2005, we increased annual net sales from $1.5 billion to $1.8 billion. Over the same period, we reduced capital expenditures as a percent of sales from 3.9% to 3.0%.

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 the Big 3 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 GMT800/900 (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 $1.8 billion in sales for the year ended December 31, 2005 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 #1 producer of NVH control products in North America and the #2 global producer of the types of fluid handling products we produce. We produce and design components for every major global OEM. 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, GMT800/900 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 recent product awards with Audi and Honda.

Best-Selling Platforms

In 2005, our products were found on all of the 20 top-selling models in North America, including the Ford F Series, General Motors GMT 800 vehicles (including Yukon, Tahoe, Sierra and Silverado),

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Toyota Camry, Dodge Ram and Honda Accord, as well as 16 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. 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, 2005, body sealing products, fluid handling products and NVH control products accounted for 49%, 35% and 16% 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 2005, with the remainder derived from more than 180 platforms, composed of a diversity of sport-utility, light truck, and various classes of sedans and other vehicles.

Lean Initiatives

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

Manufacturing Excellence

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

Strong Management Team

We are led by an experienced management team that has an average of more than 25 years in the automotive industry and an average of more than 12 years at Cooper-Standard and its predecessors.

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Our CEO, James McElya, has been in the automotive industry for 31 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 parent company's equity, and he and other members of management have since purchased approximately $3.85 million more of our parent company's equity. Also in connection with the acquisition, members of management have also received nonqualified stock options to acquire up to 5.8% 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:

Strengthening Relationships with the Big 3 and Expanding Relationships with other OEMs

We plan to strengthen our leading positions with the Big 3 while aggressively pursuing additional business opportunities with New American Manufacturers (‘‘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 will provide significant opportunities to further grow our business, especially as 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 14% compound annual growth rate (‘‘CAGR’’) between 2005 and 2010, according to J.D. Power-LMC estimates, which will make it the world's fastest growth market.

To further strengthen our customer relationships, we plan to continue to focus on our program management capabilities, engineering excellence, and customer service, and to utilize our technological and design capabilities to enhance the value we offer our customers. We will continue to seek customer feedback with respect to quality manufacturing, design and engineering, delivery, and after-sales support in an effort to provide the highest level of customer service and responsiveness. We believe our efforts have been successful to date 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 four manufacturing locations in China, including one acquired in the FHS transaction, which provide products and services to Ford in China and to Chery Automotive, a Chinese OEM.

Targeting high-volume vehicle platforms and increasing content per vehicle

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

By leveraging our extensive product portfolio and providing superior customer service and product innovations, we have been and expect to continue to be successful in winning significant business on high-volume platforms.

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Developing 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. Our body sealing products are visible to vehicle passengers and can enhance the vehicle's aesthetic appeal, in addition to creating a barrier to wind, precipitation, dust, and noise. Our fluid handling modules and sub-systems are designed to increase functionality and decrease cost to the OEM, which can be the deciding factor in winning new business. Our NVH control products are a fundamental part of the driving experience and can be important to the vehicle's 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. We believe that extensive use of Design for Six Sigma and other development strategies and 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 pursuing 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 key 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. We also operate through several successful joint ventures and technical alliances, including those with Nishikawa Rubber, Jin Young Chemical, Wuhu Saiyang Seal Products Company Limited (‘‘Saiyang Sealing’’), Guyoung Technology Co. Ltd. (‘‘Guyoung’’), Automobile Industrial Ace (‘‘AIA’’), and USUI.

In 2005, we furthered our strategy by acquiring the Mexican automotive hose manufacturing business of Gates Corporation, acquiring a 20% equity interest in Guyoung Technology Co. Ltd. of Korea, and entering into the Stock and Asset Purchase Agreement for the acquisition of the FHS business, which was completed in February of 2006. We believe that the FHS acquisition allows us to provide a more complete line of fluid management solutions for new vehicle platforms, diversifies our customer base, and has made us the second largest fluid handling systems supplier in the automotive industry.

Focusing on operational excellence and cost structure

We will continue to intensely focus on the efficiency of our manufacturing operations and on opportunities to reduce our cost structure. While the automotive supply sector is highly competitive, we believe that we have been able to maintain strong 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:

•  Identifying and implementing Lean initiatives throughout the Company.    Our Lean initiatives 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.

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•  Evaluating opportunities to relocate operations to 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 and Canada to Mexico, China, and India. We plan to continue to emphasize our operations in lower-cost countries to capitalize on reduced labor and other costs.
•  Consolidating facilities to reduce our cost structure.    Our restructuring efforts were primarily undertaken to streamline our global operations. We will continually evaluate restructuring opportunities that would improve our efficiency, profitability, and cost structure.

The 2004 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. The adjustments resulted in an increase in the purchase price totaling $61.6 million. In this prospectus, we refer to the acquisitions described above as the "Acquisition."

In connection with the Acquisition, our Sponsors, through funds controlled by them, 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. Mr. Johnson has purchased an additional $300,000 of equity, and three other directors, Kenneth L. Way, Leo F. Mullin and John C. Kennedy, have purchased $250,000, $100,000, and $100,000 of equity, respectively. Since the Acquisition, Mr. McElya and other members of management have purchased approximately $3.85 million more of Cooper-Standard Holdings Inc.'s equity. Each of the Sponsors, including their respective affiliates, currently own approximately 49.1% of the equity of Cooper-Standard Holdings Inc.

The Acquisition closed concurrently with the outstanding notes offering and $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 "2004 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 2004 Transactions, which were consummated on December 23, 2004, are shown in the table below.


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   64.9  
Equity contribution(2)   318.0  
Total sources $ 1,282.9  

Uses
   
Purchase price(3) $ 1,165.0  
Cash payment to Cooper Tire at closing(4)   7.3  
Fees and expenses   56.3  
Cash payment to Cooper Tire for final net cash and working capital adjustment   54.3  
       
Total uses $ 1,282.9  
(1) The Term Loan A facility is denominated in Canadian dollars (C$) and equaled approximately C$61.5 million at the closing of the 2004 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 and the board of directors have purchased since the Acquisition.
(3) The purchase price of $1,165.0 million was 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.
(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.

The FHS Acquisition

On February 6, 2006, the Company completed the acquisition of the automotive fluid handling systems business of ITT Industries, Inc. ("FHS"), a leading manufacturer of steel and plastic tubing for fuel and brake lines and quick-connects based in Auburn Hills, Michigan. FHS was acquired on a cash and debt free basis for $205 million, subject to adjustment, which amount does not include integration costs and other costs related to the transaction. The acquisition was funded pursuant to an amendment to the Company's senior credit facilities which established a Term Loan D facility, with a notional amount of $215 million. The Term Loan D facility was structured in two tranches, with $190 million borrowed in US dollars and €20.7 million borrowed in Euros, to take into consideration the value of the European assets acquired in the transaction.

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Corporate Structure

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

(1) The guarantors of the notes also guarantee our senior credit facilities on a senior secured basis.
(2) Our revolving credit facility 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.
(3) The Term Loan A facility is denominated in Canadian dollars. The loan balance as of December 31, 2005 equaled approximately U.S. $47.5 million.
(4) The Term Loan B loan balance as of December 31, 2005 was $113.9 million.
(5) The Term Loan C loan balance as of December 31, 2005 was $183.2 million.
(6) Entered into February 1, 2006 in the notional amount of $215 million. The facility is structured in two tranches, with $190 million borrowed in U.S. dollars and €20.7 million borrowed in Euros.
(7) U.S. subsidiaries who guarantee the senior credit facilities.
(8) 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.; Financial Guaranty Insurance Company; Communications & Power Industries, Inc.; Affinia Group Inc.; Stone Canyon Entertainment Corporation; and Scottish Re Group Limited.

GS Capital Partners 2000, L.P.

Founded in 1869, Goldman Sachs is one of the oldest and largest investment banking firms. Goldman Sachs is also a global leader in private corporate equity and mezzanine investing.

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Established in 1991, the GS Capital Partners Funds are part of the firm's Principal Investment Area in the Merchant Banking Division. Goldman Sachs' Principal Investment Area has formed 12 investment vehicles aggregating $35 billion of capital to date.

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 Notes

The summary below describes the principal terms of the 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 notes.

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, 2005, (i) the Senior Notes and related guarantees would have ranked effectively junior to approximately $352.5 million of senior secured indebtedness, (ii) the Senior Notes and related guarantees would have ranked senior to approximately $350 million of subordinated indebtedness, (iii) the Senior Subordinated Notes and related guarantees would have ranked junior to approximately $552.5 million of senior indebtedness, (iv) we had an additional $125 million of unutilized capacity under our senior credit facilities (excluding an estimated $16 million of open letters of credit and (v) our non-guarantor subsidiaries had approximately $8 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 $974.3 million, or 53.3%, of our net sales (excluding non-guarantor subsidiaries' intercompany sales of $16.6 million) for the year ended December 31, 2005, and $834.2 million, or 48.1%, of our assets and $352.7 million, or 24.8%, of our liabilities as of December 31, 2005, 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 notes are freely transferable but there is no established market for the notes. Accordingly, we cannot assure you whether a market for the exchange notes will develop or as to the liquidity of any market. No one is obligated, to make a market in the 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 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 year ended December 31, 2003 for the Automotive segment of Cooper Tire. The information reflects our business as it 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 year ended December 31, 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 and for the year ended December 31, 2005, and 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, 2004 and 2005 and for the periods from January 1, 2003 to December 31, 2003, from January 1, 2004 to December 23, 2004, from December 24, 2004 to December 31, 2004, and from January 1, 2005 to December 31, 2005, are included elsewhere in this prospectus.

The following summary unaudited 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. This unaudited combined financial data does not include pro forma adjustments to reflect the 2004 Transactions.

You should read the following data in conjunction with "The Acquisition," "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,
Year Ended
December 31,
  2003 2004 2004 2004 2005
Sales $ 1,662.2   $ 1,858.9   $ 4.7   $ 1,863.6   $ 1,827.4  
Cost of products sold   1,389.2     1,539.1     4.7     1,543.8     1,550.2  
Gross profit   273.0     319.8         319.8     277.2  
Selling, administration & engineering expenses   162.7     177.5     5.2     182.7     169.7  
Amortization of intangibles   0.8     0.7         0.7     28.2  
Restructuring   12.8     21.2         21.2     3.0  
Operating profit   96.7     120.4     (5.2   115.2     76.3  
Interest expense, net of interest income   (4.9   (1.8   (5.7   (7.5   (66.6
Equity earnings   0.9     1.0         1.0     2.8  
Other income (expense)   (1.0   (2.1   4.6     2.5     (1.3
Income before taxes   91.7     117.5     (6.3   111.2     11.2  
Provision for income taxes   34.3     34.2     (1.8   (32.4   2.4  
Net income $ 57.4   $ 83.3     ($4.5 $ 78.8   $ 8.8  
Other financial data:                              
Depreciation and amortization $ 76.7   $ 75.6   $ 2.3   $ 77.9   $ 111.2  
Capital expenditures   58.7     62.7     0.3     63.0     54.5  
Other Financial Measures (unaudited):                              
Ratio of Earnings to Fixed Charges(1)   8.7   13.9       8.4   1.1
EBITDA(2)   173.3     194.9     1.7     196.6     189.0  

Balance Sheet Data At December 31, 2005:      
Cash and cash equivalents $ 62.2  
Net working capital(3)   162.9  
Total assets   1,734.2  
Total debt(4)   902.5  
Shareholders' equity   312.2  
(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

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Indentures EBITDA, which is used to determine compliance with covenants contained in our senior credit agreement and indentures and is discussed in "Managment's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."

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,
Year Ended
December 31,
2005
  2003 2004 2004 2004
Net income (loss) $ 57.4   $ 83.3   $ (4.5 $ 78.8   $ 8.8  
Interest expense, net   4.9     1.8     5.7     7.5     66.6  
Depreciation and amortization   76.7     75.6     2.3     77.9     111.2  
Provision for income taxes (benefit)   34.3     34.2     (1.8   32.4     2.4  
EBITDA $ 173.3   $ 194.9   $ 1.7   $ 196.6   $ 189.0  
(3) Net working capital is defined as current assets (excluding cash and cash equivalents) less current liabilities (excluding debt payable within one year).
(4) Includes term loans, $3.2 million in capital leases, and $4.7 million of other third-party debt at December 31, 2005.

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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, is more costly due to higher rates, exposes us to interest rate risk.

We are highly leveraged. As of December 31, 2005, our total consolidated indebtedness was $902.4 million. Our leverage increased upon the closing of our acquisition of FHS, because we financed the acquisition with an incremental loan under our Senior Credit Facilities.

Our high degree of leverage could have important consequences, 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 Senior Notes and Senior Subordinated Notes issued by Cooper-Standard Automotive Inc. in connection with the Acquisition (the ‘‘Notes’’);

It may place us at a competitive disadvantage compared to those of our competitors that are less highly leveraged;

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

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

Our cash paid for interest for the year ended December 31, 2005 was $63.8 million, which excludes the amortization of $3.7 million of debt issuance costs. At December 31, 2005, we had $344.5 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 $3.4 million per year.

On February 6, 2006, in conjunction with the closing of the FHS acquisition, we amended our Senior Credit Facilities and closed on a term loan with a notional amount of $215 million (‘‘Term Loan D’’). The amount of the additional term loan was determined by the purchase price of the acquisition and anticipated transaction costs. Term Loan D matures on December 23, 2011 and carries terms and conditions similar to those found in the remainder of our Senior Credit Facilities. Term Loan D was structured in two tranches, $190.0 million borrowed in U.S. dollars, and €20.7 million

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borrowed in Euros. The financing was split between currencies to take into consideration the value of the European assets acquired in the FHS transaction.

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

The senior credit agreement and the indentures under which the Notes were 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 and their suppliers 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, 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. Further, to the extent that the financial condition of any of our largest customers deteriorates or results in bankruptcy, our financial position and operating results could be adversely affected.

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

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

The principal raw materials we purchase include fabricated metal-based components, synthetic rubber, carbon black, and natural rubber. Raw materials comprise the largest component of our costs, representing approximately 41% of our total costs during the year ended December 31, 2005. A significant increase in the price of these items could materially increase our operating costs and

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materially and adversely affect our profit margins. For example, we have 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, 2005, no single raw material cost comprised more than 10% of our total material costs. Our largest single raw material purchase is synthetic rubber. 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, 2005, approximately 33%, 23%, and 12% 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 2005, approximately 57% of our net sales originated outside the United States. Risks are inherent in international operations, including:

•  exchange controls and currency restrictions;
•  currency fluctuations and devaluations;
•  changes in local economic conditions;
•  changes in laws and regulations, including the imposition of embargos;
•  exposure to possible expropriation or other government actions; and

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•  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.

Work stoppages or similar difficulties could disrupt our operations.

As of December 31, 2005, approximately 49.7% of our employees were represented by unions, of which approximately 22% were located in the United States. It is possible that our workforce will become more unionized in the future. We may be subject to work stoppages and may be affected by other labor disputes. A work stoppage at one or more of our plants may have a material adverse effect on our business. Unionization activities could also increase our costs, which could have an adverse effect on our profitability.

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Two of our Canadian union agreements are due to expire this year. 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 may have conflicts of interest with us in the future.

Our Sponsors beneficially own approximately 98% 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.

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

Our historical financial information before the Acquisition may not be representative of our results as a separate, stand-alone company.

Prior to December 23, 2004, we operated as a reportable business segment of Cooper Tire. Our historical financial information for periods prior to December 23, 2004 included in this report 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.

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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.

As of December 31, 2005, our $212.4 million projected benefit obligation (‘‘PBO’’) for U.S. pension benefit obligations exceeded the fair value of the relevant plans’ assets, which totaled $157.4 million, by $55.0 million. Additionally, the international employees’ plans’ PBO exceeded plan assets by approximately $30.9 million at December 31, 2005. The PBO for other postretirement benefits (‘‘OPEB’’) was $96.3 million at December 31, 2005. Our estimated funding requirement for pensions and OPEB during 2006 is approximately $26 million. Net periodic pension costs for U.S. and international plans, including pension benefits and OPEBs, were $24.7 million and $19.5 million for the years ended December 31, 2004 and 2005, respectively. See Notes to Combined and Consolidated Financial Statements (especially Notes 10 and 11).

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.’’

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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.

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. 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 Senior Notes and the Senior Subordinated Notes were 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.

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, of which $109 million was available for future borrowings as of December 31, 2005. Our debt increased upon the closing of our acquisition of FHS, because we financed the acquisition with an incremental loan under our Senior Credit Facilities.

Risks Relating to the 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 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

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material assets or operations to attempt to meet our debt service and other obligations. The senior credit facilities and the indentures under which the notes were 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 notes and our guarantors' obligations under their guarantees of the 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 notes will be issued. Furthermore, if the lenders foreclose and sell the pledged equity interests in any subsidiary guarantor under the 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 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, 2005, we had $352.5 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 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 notes will be structurally subordinate to the claims of creditors of these non-guarantor subsidiaries, including trade creditors. All obligations of

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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, 2005, our non-guarantor subsidiaries had total indebtedness of approximately $8 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 $974.3 million, or 53.3%, of our net sales (excluding non-guarantor subsidiaries' intercompany sales to Cooper-Standard Automotive Inc. and the guarantors of $16.6 million) for the year ended December 31, 2005, and $834.2 million, or 48.1%, of our assets and $352.7 million, or 24.8%, of our liabilities as of December 31, 2005, excluding all intercompany assets and liabilities.

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

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

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

Cooper-Standard Automotive Inc. and the guarantors may not pay principal, premium, if any, interest or other amounts on account of the Senior Subordinated Notes or the senior subordinated guarantees in the event of a payment default or certain other defaults in respect of certain of our senior indebtedness, including debt under the senior credit facilities and the Senior Notes, unless the senior indebtedness has been paid in full in cash or cash equivalents or the default has been cured or waived. In addition, in the event of certain other defaults with respect to the senior indebtedness, Cooper-Standard Automotive Inc. or the guarantors may not be permitted to pay any amount on account of the Senior Subordinated Notes or the applicable senior subordinated guarantees for a designated period of time.

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

As of December 31, 2005, we had $552.5 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.

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If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the 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 notes and substantially decrease the market value of the 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 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 notes at 101% of their principal amount, plus accrued and unpaid interest, unless such notes have been previously called for redemption. We may not have sufficient financial resources to purchase all of the notes that are tendered upon a change of control offer. The occurrence of a change of control could also constitute an event of default under our senior credit facilities. Our bank lenders may have the right to prohibit any such purchase or redemption, in which event we will seek to obtain waivers from the required lenders under the senior credit facilities, but may not be able to do so. See "Description of the Notes—Change of Control."

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

The issuance of the 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 notes or such guarantee to presently existing and future

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indebtedness of Cooper-Standard Automotive Inc. or such guarantor, or require the holders of such notes to repay any amounts received with respect to the notes or such guarantee. In the event of a finding that a fraudulent conveyance occurred, you may not receive any repayment on the applicable notes. Further, the voidance of any 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 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 notes.

Your ability to transfer the 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 notes.

We do not intend to apply for a listing of the notes on a securities exchange or on any automated dealer quotation system. There is currently no established market for the notes and we cannot assure you as to the liquidity of markets that may develop for the notes, your ability to sell the notes or the price at which you would be able to sell the notes. If such markets were to exist, the 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. No one is obligated to make a market with respect to the notes and any market making with respect to the 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 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 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

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. The adjustments resulted in an increase in the purchase price totaling $61.6 million.

In connection with the Acquisition, our sponsors, through funds controlled by them, 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. Mr. Johnson has purchased an additional $300,000 of equity, and three other directors, Kenneth L. Way, Leo F. Mullin and John C. Kennedy, have purchased $250,000, $100,000, and $100,000 of equity, respectively. Since the Acquisition, Mr. McElya and other members of management have purchased approximately $3.85 million more of Cooper-Standard Holdings Inc.'s equity. Each of the Sponsors, including their respective affiliates, currently own approximately 49.1% of the equity of Cooper-Standard Holdings Inc.

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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.

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CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2005. The information in this table should be read in conjunction with "The Acquisition," "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,
2005
  (dollars in millions)
Net cash and cash equivalents $ 62.2  
Debt:      
Senior credit facilities:      
Revolving credit facilities(1) $  
Term Loan A facility(2)   47.5  
Term Loan B facility   113.9  
Term Loan C facility   183.2  
Notes:      
Senior Notes   200.0  
Senior Subordinated Notes   350.0  
Other debt(3)   7.9  
Total debt   902.5  
Equity   312.2  
Total capitalization(4) $ 1,214.7  
(1) Our revolving credit facilities provides commitments for up to $125 million of borrowings. We had approximately $16 million of open letters of credit at December 31, 2005.
(2) The Term Loan A facility is denominated in Canadian dollars. The amount of the facility is translated from Canadian dollars to U.S. dollars using the USD noon buying rate fixed by the New York Federal Reserve Bank on December 31, 2005, which exchange rate was C$1.00 = U.S.$0.858.
(3) Consists of $3.2 million of capitalized lease obligations and $4.7 million of other third-party debt at December 31, 2005.
(4) On February 6, 2006, the Company completed the acquisition of the automotive fluid handling systems business of ITT Industries, Inc. ("FHS"), a leading manufacturer of steel and plastic tubing for fuel and brake lines and quick-connects based in Auburn Hills, Michigan. FHS was acquired on a cash and debt free basis for $205 million, subject to adjustment, which amount does not include integration costs and other costs related to the transaction. The acquisition was funded pursuant to an amendment to the Company's senior credit facilities which established a Term Loan D facility, with a notional amount of $215 million. The Term Loan D facility was structured in two tranches, with $190 million borrowed in US dollars and €20.7 million borrowed in Euros, to take into consideration the value of the European assets acquired in the transaction. The above table does not reflect the FHS acquisition or Term Loan D.

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SELECTED HISTORICAL FINANCIAL DATA

The selected financial data referred to as the Successor data as of and for the year ended December 31, 2005, and 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 financial data referred to as the Predecessor financial data as of December 31, 2003 and for the period from January 1, 2004 to December 23, 2004 and the years ended December 31, 2003 and 2002 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 financial data as of December 31, 2002, and as of and for the year ended December 31, 2001, 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 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 prior to the Acquisition 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 acquisition 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 Form S-1 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 and consolidated financial statements as of December 31, 2004 and 2005 and for the periods from January 1, 2003 to December 31, 2003, from January 1, 2004 to December 23, 2004, from December 24, 2004 to December 31, 2004, and from January 1, 2005 to December 31, 2005, are included elsewhere in this Form S-1. See Combined and Consolidated Financial Statements.

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
        January 1, 2004
to December 23,
December 24, 2004
to December 31,
Year Ended
December 31,
  2001 (4) 2002 (4) 2003 (4) 2004 2004 2005
Statement of operations data                                    
Net sales $ 1,477.4   $ 1,586.0   $ 1,662.2   $ 1,858.9   $ 4.7   $ 1,827.4  
Cost of products sold   1,249.8     1,295.5     1,389.2     1,539.1     4.7     1,550.2  
Gross profit   227.6     290.5     273.0     319.8         277.2  
Selling, administration, &
engineering expenses
  178.4     167.6     162.7     177.5     5.2     169.7  
Amortization of intangibles   1.9     0.8     0.8     0.7         28.2  
Restructuring   7.0     4.4     12.8     21.2         3.0  
Operating profit   40.3     117.7     96.7     120.4     (5.2   76.3  
Interest expense, net   (2.8   (6.9   (4.9   (1.8   (5.7   (66.6
Equity earnings   2.6     3.7     0.9     1.0         2.8  
Other income (expense)   (0.2   (2.2   (1.0   (2.1   4.6     (1.3
Income before income taxes   39.9     112.3     91.7     117.5     (6.3   11.2  
Provision for income taxes   23.8     40.8     34.3     34.2     (1.8   2.4  
Net income (loss) $ 16.1   $ 71.5   $ 57.4   $ 83.3   $ (4.5 $ 8.8  
Statement of cash flows data                                    
Net cash provided (used) by:                                    
Operating activities $ (44.5 $ 115.6   $ 117.7   $ 132.2   $ 29.3   $ 113.0  
Investment activities   (53.4   (57.4   (53.3   (53.5   (1,132.9   (133.0
Financing activities (1)   119.2     (42.9   (54.2   (109.6   1,189.3     (7.2
Other financial data                                    
Capital expenditures $ 58.4   $ 66.5   $ 58.7   $ 62.7   $ 0.3   $ 54.5  
Balance Sheet data                                    
Cash and cash equivalents (1) $ 42.8   $ 75.1   $ 102.6         $ 83.7   $ 62.2  
Net working capital (2)   149.4     118.0     165.4           123.1     162.9  
Total assets   1,329.5     1,358.5     1,456.7           1,812.3     1,734.2  
Total non-current liabilities   81.3     78.6     90.1           1,165.0     1,117.9  
Total debt (3)   11.9     13.7     13.7           912.7     902.5  
Net parent investment / Stockholders' equity   1,022.7     1,069.6     1,124.4           318.2     312.2  
(1) Amounts were adjusted to reflect the change to a net presentation of cash held in our global cash management vehicle.
(2) Net working capital is defined as current assets (excluding cash and cash equivalents) less current liabilities (excluding debt payable within one year).
(3) Includes term loans, bonds, $3.2 million in capital leases, and $4.7 million of other third-party debt at December 31, 2005.
(4) Certain amounts in these periods have been reclassified to conform to the 2005 presentation.

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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 2004 Transactions. You should read the following discussion together with the sections entitled "Risk Factors," "Selected Historical Financial Data" and the historical combined financial statements of Cooper-Standard included elsewhere in this prospectus.

The following discussion and analysis should be read in conjunction with the consolidated financial statements and the notes thereto included elsewhere in this Form S-1. The following discussion of the financial condition and results of operations of the Company contains certain forward-looking statements relating to anticipated future financial conditions and operating results of the Company and its current business plans. In the future, the financial condition and operating results of the Company could differ materially from those discussed herein and its current business plans could be altered in response to market conditions and other factors beyond the Company’s control. Important factors that could cause or contribute to such differences or changes include those discussed elsewhere in this report. See ‘‘Special Note Regarding Forward-Looking Statements" and "Risk Factors’’.

Basis of Presentation

Prior to the Acquisition, the Predecessor (defined below) did not 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 2004 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 (defined below) included in this Form S-1 have been prepared on different bases for the periods presented and are not comparable.

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 2005 and our consolidated results of operations and cash flows for the period from December 24, 2004 to December 31, 2004 following the Acquisition and for the period from January 1, 2005 to December 31, 2005. 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 Form S-1 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.

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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. In 2005, approximately 90% of our sales consisted of original equipment sold directly to the OEMs for installation on new vehicles. The remaining 10% of our sales were primarily to Tier I and Tier II suppliers. Accordingly, sales of our products are directly affected by the annual vehicle production of OEMs, and in particular the production levels of the vehicles for which we provide specific parts. In most cases, our products are custom designed and engineered for a specific vehicle platform. Our sales and product development personnel frequently work directly with the OEMs' engineering departments in the design and development of our various products.

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

Our OEM sales are generally based upon purchase orders issued by the OEMs and as such we do not have a backlog of orders at any point in time. Based upon planned production levels, the OEMs specify quantities of components required by their manufacturing plants, which provides us with significant annual visibility of our production volumes. Once selected to supply products for a particular platform, we typically supply those products for the platform life, which is typically six to eight years. In addition, when we are the incumbent supplier to a given platform, we believe we have an advantage in winning the redesign or replacement platform.

We provide parts to virtually every major global OEM for use on a multitude of different platforms. However, we generate a significant portion of our sales from the Big 3. For the year ended December 31, 2005, our sales to the global operations of Ford, General Motors, and DaimlerChrysler comprised approximately 33%, 23%, and 12% 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. 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 OEMs. In the third quarter of 2004, we opened manufacturing facilities for sealing, fluid handling, and NVH control products in China to serve both the rapidly expanding Chinese market and, to a lesser extent, the North American market. In July 2005, we purchased the automotive hose manufacturing business of The Gates Corporation located in Mexico. In the fourth quarter of 2005, we purchased a 20% equity interest in Korea-based Guyoung, a supplier to Korean automotive OEMs, and entered into a Cooperation Agreement with Guyoung in order to expand the customer base of both companies worldwide. In December 2005, we entered into the Stock and Asset Purchase Agreement for the acquisition of FHS which was completed in February 2006 and includes automotive fluid handling business and facilities in Europe, Asia, Mexico, and Australia.

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

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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 these 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 the J.D. Power-LMC Quarter Four Automotive Production Report, light vehicle production in North America is expected to be 15.9 million units in 2006, as compared to 15.7 million units produced in 2005. European production levels in 2006 are expected to be 20.3 million units as compared to 20.1 million units in 2005. Light vehicle production in South America is expected to increase to 2.9 million vehicles in 2006 from 2.8 million vehicles in 2005.

Fluid segment sales are expected to increase approximately 66% over 2005 due mainly to the anticipated revenues resulting from the acquisition of FHS. This growth is expected to be partially offset by unfavorable effects of currency translation.

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, 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 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.

In the year ended December 31, 2005, our business was negatively impacted by reduced OEM production volumes on certain platforms in North America. According to J.D. Power-LMC, actual North America and Europe light vehicle production volumes for the year ended December 31, 2005 were 15.7 million and 20.1 million units, respectively, as compared to 15.7 million and 20.3 million units, respectively, for Combined Fiscal 2004. Additionally, we continued to experience significant pricing pressure from our customers as well as significant increases in certain raw material prices,

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especially steel-based components, synthetic rubber, and other compounding materials. Our contracts typically do not allow us to pass these price increases on to our customers. These negative impacts were partially offset by favorable foreign currency translation. Our performance in 2005 has been, and will continue to be, impacted by changes in light vehicle production volumes, customer pricing pressures, and the cost of raw materials.

Results of Operations

(Dollar amounts in thousands)


  Predecessor Successor Combined
Fiscal
2004
Successor
  Year Ended
December 31,
2003
January 1, 2004
to December 23,
2004
December 24, 2004
to December 31,
2004
Year Ended
December 31,
2005
Sales $ 1,662,244   $ 1,858,930   $ 4,653   $ 1,863,583   $ 1,827,440  
Cost of products sold   1,389,195     1,539,159     4,673     1,543,832     1,550,265  
Gross profit (loss)   273,049     319,771     (20   319,751     277,175  
Selling, administration, & engineering expenses   162,686     177,464     5,206     182,670     169,702  
Amortization of intangibles   873     721     16     737     28,161  
Restructuring   12,803     21,233     3     21,236     3,038  
Operating profit (loss)   96,687     120,353     (5,245   115,108     76,274  
Interest expense, net of interest income   (4,926   (1,750   (5,682   (7,432   (66,583
Equity earnings   936     1,021     27     1,048     2,781  
Other income (expense)   (994   (2,125   4,608     2,483     (1,281
Income (loss) before income taxes   91,703     117,499     (6,292   111,207     11,191  
Provision for income tax expense (benefit)   34,268     34,150     (1,747   32,403     2,377  
Net income (loss) $ 57,435   $ 83,349   $ (4,545 $ 78,804   $ 8,814  

Year ended December 31, 2005 Compared to the Combined Periods Beginning January 1, 2004 through December 23, 2004 and Beginning December 24, 2004 through December 31, 2004 (together, ‘‘Combined Fiscal 2004’’)

Net Sales:    Our net sales decreased from $1,863.6 million in Combined Fiscal 2004 to $1,827.4 million in 2005, a decrease of $36.2 million, or 1.9%. The decrease resulted primarily from lower unit sales volumes coupled with customer price concessions, offset by favorable foreign exchange rates ($45.6 million). In North America, our sales decreased by $55.6 million due to lower unit sales volumes and customer price concessions, offset by $25.8 million favorable foreign currency translation. In our international operations, a sales increase of $13.9 million was attributable to $19.8 million favorable impact of foreign currency translation and increased unit sales in Asia, offset by customer price concessions.

Gross Profit:    Gross profit decreased $42.6 million to 15.2% of sales in 2005 as compared to 17.2% of sales in Combined Fiscal 2004. This decrease resulted primarily from the aforementioned volume and pricing factors combined with increased raw material costs, especially steel, synthetic rubber, and resin prices. Such negative items were offset by the favorable impact of various cost savings initiatives.

Operating Profit:    Operating profit in 2005 was $38.8 million lower than the operating profit reported in Combined Fiscal 2004, decreasing from $115.1 million to $76.3 million. The decrease is primarily due to decreased gross profit ($42.6 million) and increased amortization of intangibles ($27.4 million), offset by reduced selling, administration, and engineering expenses and restructuring costs. Selling, administration, and engineering expenses were lower in 2005 by $13.0 million, or 7.1%, due to lower costs experienced thus far associated with operating as a stand-alone company and reduced incentive compensation based on the Company’s 2005 profitability offset partially by

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inflationary increased in wages and benefits. Restructuring costs were $18.2 million lower due to completion of previously announced plant closures and consolidation of European engineering and administration headquarters.

Amortization of Intangibles:    Amortization increased by $27.4 million in 2005 due to the amortization of intangible assets recorded as a result of the Acquisition, primarily related to customer contracts and relationships.

Interest Expense, net:    Interest expense increased by $59.2 million in 2005, primarily due to indebtedness used to finance the Acquisition.

Other Income (Expense):    Other expense increased by $3.8 million in 2005, primarily due to a change from net foreign exchange gain to losses. Such change resulted from a $0.8 million decrease in foreign exchange gain related to Term Loan B, a U.S. dollar-denominated obligation of our Canadian subsidiary, in addition to losses of $1.7 million related to other indebtedness used to finance the Acquisition.

Provision for Income Tax Expense (Benefit):    Our effective tax rate decreased from 29.1% in 2004 to 21.2% in 2005 due primarily to an increase in earnings in jurisdictions with effective tax rates below the U.S. statutory rate and the impact of tax credits.

Combined Fiscal 2004 Compared to the Year Ended December 31, 2003

Net Sales:    Our net sales increased from $1,662.2 million in 2003 to $1,863.6 million in Combined Fiscal 2004, an increase of $201.3 million, or 12.1%. The increase in our net sales was due to higher volume and new business in each of our business segments, as well as $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 20.3 million vehicles in Combined Fiscal 2004.

Gross Profit:    Gross profit was $46.7 million higher in Combined Fiscal 2004 than in 2003. This increase from $273.0 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 $20.0 million due to lower engineering recoveries, a negative foreign exchange impact of $5.9 million, higher incentive compensation, and inflationary increases in wages and benefits. Restructuring costs were $8.4 million higher due to the continued spending on previously announced plant closures and consolidation of European engineering and administration headquarters.

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 increased 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

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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 $177.5 million, or 9.5% 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.

Segment Results of Operations

(Dollar amounts in thousands)


  Predecessor Successor Combined Successor
  Year Ended
December 31,
2003
January 1, 2004
to December 23,
2004
December 24, 2004
to December 31,
2004
Year Ended
December 31,
2004
Year Ended
December 31,
2005
Sales                              
Sealing $ 747,249   $ 864,573   $ 2,245   $ 866,818   $ 888,018  
Fluid   573,973     639,998     2,112     642,110