Edgar Filing: STANDARD MOTOR PRODUCTS INC

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM T-3
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939

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STANDARD MOTOR PRODUCTS, INC.
(NAME OF APPLICANT)

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37-18 NORTHERN BLVD.
LONG ISLAND CITY, NY 11101
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

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SECURITIES TO BE ISSUED UNDER THE
INDENTURE TO BE QUALIFIED

TITLE OF CLASS AMOUNT
15% CONVERTIBLE SUBORDINATED UP TO $20,000,000 AGGREGATE
DEBENTURES DUE 2011 PRINCIPAL AMOUNT

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:

AS SOON AS PRACTICABLE AFTER THE DATE OF THIS APPLICATION FOR QUALIFICATION.

CARMINE J. BROCCOLE, ESQ.
VICE PRESIDENT GENERAL COUNSEL AND SECRETARY
STANDARD MOTOR PRODUCTS, INC.
37-18 NORTHERN BLVD.
LONG ISLAND CITY, NY 11101
(718) 392-0200

WITH A COPY TO:
BRIAN J. CALVEY, ESQ.
KELLEY DRYE & WARREN LLP
400 ATLANTIC STREET
STAMFORD, CT 06901
(203) 324-1400

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The obligor hereby amends this application for qualification on such date or
dates as may be necessary to delay its effectiveness until (i) the 20th day
after the filing of an amendment which specifically states that it shall
supersede this application, or (ii) such date as the Commission, acting pursuant
to Section 307(c) of the Trust Indenture Act of 1939, as amended, may determine
upon the written request of the obligor.
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GENERAL

1. GENERAL INFORMATION

(a) Standard Motor Products, Inc. (the "Company" or "Standard Motor Products")
is a corporation.

(b) The Company is organized under the laws of the State of New York.

2. SECURITIES ACT EXEMPTION AVAILABLE

Upon the terms set forth in an Offer to Exchange dated March 20, 2009 (the
"Offer to Exchange"), the Company is offering to exchange $1,000 principal
amount of its 15% Convertible Subordinated Debentures due 2011 (the "New
Debentures"), for each $1,000 principal amount of its currently outstanding 6
3/4% Convertible Subordinated Debentures due 2009 (the "Old Debentures") (the
"Exchange Offer"). If the Exchange Offer is completed, the New Debentures will
be governed by the indenture (the "Indenture") to be qualified under this
Application for Qualification on Form T-3.

As the New Debentures are proposed to be offered for exchange by the Company
with its existing noteholders exclusively and solely for the outstanding Old
Debentures of the Company, the transaction is exempt from registration under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to the
provisions of Section 3(a)(9) thereof. No sales of securities of the same class
as the New Debentures have been or are to be made by the Company by or through
an underwriter at or about the same time as the Exchange Offer for which the
exemption is claimed. No consideration has been, or is to be, given, directly or
indirectly, to any person in connection with the transaction, except for the
customary payments to be made in respect of preparation, printing, and mailing
of the Offer to Exchange and related documents and the engagement of HSBC Bank
USA, N.A., as exchange agent for the Company. No holder of the outstanding
securities has made or will be requested to make any cash payment to the Company
in connection with the Exchange Offer.

AFFILIATIONS

3. AFFILIATES

The following is a list of affiliates of the Company as of the date of this
application. The Company owns, directly or indirectly, 100% of the outstanding
capital stock or membership interests as the case may be, of each of its
subsidiaries, except where otherwise indicated.

AFFILIATE COMPANIES

SUBSIDIARIES

NAME STATE OF INCORPORATION/ORGANIZATION

SMP Motor Products Ltd. Canada

Motortronics, Inc. New York

Stanric, Inc. Delaware

Mardevco Credit Corp. New York

Standard Motor Products Hong Kong
(Hong Kong) Limited

Industrial & Automotive Associates, Inc. California

Standard Motor Products Holdings Limited England and Wales

Standard Motor Products de Mexico, Mexico
S. de R.L. de C. V.(1)

SMP Engine Management,
S. de R.L. de C.V.(1)

SMP Four Seasons de Mexico,
S. de R.L. de C. V.(1)

(1) Standard Motor Products, Inc. owns 49,999 shares and Motortronics, Inc. owns
1 share of these companies.

MANAGEMENT AND CONTROL

4. DIRECTORS AND EXECUTIVE OFFICERS

The following table lists the names of all directors and executive
officers of the Company as of the date hereof. The business address and
telephone number of each of the directors and executive officers listed
below is c/o Standard Motor Products, Inc., 37-18 Northern Blvd., Long
Island City, New York 11101; telephone number (718) 392-0200.

NAME POSITION
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Lawrence I. Sills Chairman of the Board and Chief Executive Officer
William H. Turner Presiding Independent Director
Robert M. Gerrity Director
Pamela Forbes Lieberman Director
Arthur S. Sills Director
Peter J. Sills Director
Frederick D. Sturdivant Director
Richard S. Ward Director
Roger M. Widmann Director
John P. Gethin President and Chief Operating Officer
James J. Burke Vice President Finance and Chief Financial Officer
Carmine J. Broccole Vice President General Counsel and Secretary
Dale Burks Vice President Temperature Control Division
Michael J. Fitzgerald Vice President Marketing
Robert Kimbro Vice President Distribution Sales
Ray Nicholas Vice President Information Technology
Eric Sills Vice President Engine Management Division
Thomas S. Tesoro Vice President Human Resources
William J. Fazio Chief Accounting Officer
Robert H. Martin Treasurer and Assistant Secretary

5. PRINCIPAL OWNERS OF VOTING SECURITIES

As of February 28, 2009

NAME AND COMPLETE MAILING PERCENTAGE OF VOTING
ADDRESS TITLE OF CLASS OWNED AMOUNT OWNED SECURITIES OWNED

GAMCO Investors, Inc. and Common Stock 3,041,109 shares (1) 16.15%
affiliated entities
One Corporate Center
Rye, NY 10580 (1)(2)

(1) This information is based on a Schedule 13D/A filed with the SEC on January
28, 2009 (the "13D/A") by GAMCO Investors, Inc. and certain of its affiliates
("GAMCO"), which reported sole and shared voting and dispositive power as
follows: (a) Gabelli Funds, LLC, sole voting power with respect to 1,030,034
shares and sole dispositive power with respect to 1,030,034 shares; (b) GAMCO
Asset Management Inc., sole voting power with respect to 1,771,075 shares and
sole dispositive power with respect to 1,796,075 shares; (c) Teton Advisors,
Inc., sole voting power with respect to 200,000 shares and sole dispositive
power with respect to 200,000 shares; (d) Gabelli Securities, Inc., sole voting
power with respect to 2,000 shares and sole dispositive power with respect to
2,000 shares; (e) MJG Associates, Inc., sole voting power with respect to 4,000
shares and sole dispositive power with respect to 4,000 shares; and (f) Mario J.
Gabelli, sole voting power with respect to 9,000 shares and sole dispositive
power with respect to 9,000 shares. According to the 13D/A, Mario J. Gabelli is
deemed to have beneficial ownership of the shares owned beneficially by each of
the foregoing persons. According to the 13D/A, GAMCO Investors, Inc. and GGCP,
Inc. are deemed to have beneficial ownership of the shares owned beneficially by
each of the foregoing persons other than Mario Gabelli.

(2) According to the 13D/A, the business address of Mario J. Gabelli is c/o
GAMCO Investors, Inc., One Corporate Center, Rye, New York 10580.

UNDERWRITERS

6. UNDERWRITERS

(a) No person is acting as an underwriter of the New Debentures proposed to be
offered pursuant to the Indenture.

(b) Not applicable.

CAPITAL SECURITIES

7. CAPITALIZATION

(a) The authorized and outstanding capital stock and debt securities of the
Company as of February 28, 2009 were as follows:

TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING

Common Stock, par value $2.00 30,000,000 shares 18,764,316 shares

Preferred Stock, par value $20.00 500,000 shares(1) None

6 3/4% Convertible Subordinated Debentures due 2009 $90,000,000 $44,865,000

(1) The authorized preferred stock includes 30,000 shares designated as
Series A Preferred Stock and reserved for future issuance.

(b) Holders of common stock are entitled to one vote per share on all matters on
which holders of common stock are entitled to vote. Holders of common stock do
not have cumulative voting rights. Therefore, holders of more than 50% of the
shares of common stock voting for the election of directors currently can elect
all of the directors, and the remaining holders will not be able to elect any
directors.

Holders of Series A Preferred Stock, if issued, would be entitled to one
thousand votes per share on all matters submitted to a vote of stockholders of
the Company. Except as otherwise provided in the Company's restated certificate
of incorporation or restated by-laws, holders of Series A Preferred Stock and
the holders of shares of common stock would vote together as one class on all
matters submitted to a vote of stockholders of the Company. The holders of
Series A Preferred Stock, if issued, would be entitled to elect two directors of
the Company whenever dividends payable on Series A Preferred Stock were to
become in default.

Except as noted above, no holder of any other securities of the Company,
including the 6 3/4% Convertible Subordinated Debentures due 2009, is entitled
to vote on matters submitted to a vote of stockholders, unless as expressly
permitted by law or as may be determined by the Board of Directors.

INDENTURE SECURITIES

8. ANALYSIS OF INDENTURE PROVISIONS

The New Debentures will be issued under the Indenture to be dated as of the
consummation of the Exchange Offer and entered into between the Company and HSBC
Bank USA, N.A., as trustee (the "Trustee"). The following analysis is not a
complete description of the Indenture provisions discussed and is qualified in
its entirety by reference to the terms of the Indenture, a form of which is
attached as Exhibit T3C hereto and incorporated by reference herein. Capitalized
terms used below but not defined herein have the meanings assigned to them in
the Indenture.

(a) Events of Default; Withholding of Notice

The following will be Events of Default under the Indenture:

(i) the Company's failure to pay principal of or premium, if any, on any
New Debenture when due, whether or not the subordination provisions of the
Indenture prohibit such payment;

(ii) the Company's failure to pay any interest on any New Debenture when
due, continuing for 30 days, whether or not the subordination provisions
of the Indenture prohibit such payment;

(iii) the Company's default in its obligation to provide notice of a
Change of Control;

(iv) the Company's failure to perform any of its other material covenants
or warranties in the Indenture, continuing for 60 days after the Trustee
or the Holders of at least 25% in aggregate principal amount of New
Debentures then outstanding give the Company written notice;

(v) the Company's failure to pay when due the principal of, or
acceleration of, any indebtedness for money borrowed by the Company in
excess of $10 million if the Company has not discharged such indebtedness,
or such acceleration is not annulled, within 30 days after the Trustee or
the Holders of at least 25% in aggregate principal amount of New
Debentures then outstanding give the Company written notice; and

(vi) certain events of the Company's bankruptcy, insolvency or
reorganization.

The Indenture will provide that the trustee will, within 90 days of the
occurrence of a Default or Event of Default, give to Holders of New Debentures a
notice of the Default or Event of Default. The Trustee may withhold the notice
if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of the Holders of the
New Debentures, except in the case of a Default or Event of Default in payment
of principal of, premium, if any, or interest on any New Debenture.

Subject to the provisions of the Indenture relating to the duties of the Trustee
in case an Event of Default shall occur and be continuing, the Trustee will be
under no obligation to exercise any of its rights or powers under the Indenture
at the request or direction of any of the Holders, unless such Holders shall
have offered the Trustee reasonable indemnity. Subject to such provisions for
the indemnification of the Trustee, the Holders of a majority in aggregate
principal amount of the New Debentures then outstanding will have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee.

If an Event of Default (other than an Event of Default specified in clause (vi)
above) occurs and is continuing, either the Trustee or the Holders of not less
than 25% in aggregate principal amount of the New Debentures then outstanding
may accelerate the maturity of all New Debentures. If an Event of Default
specified in clause (vi) occurs and is continuing, the principal of and any
accrued interest on all of the New Debentures then outstanding shall ipso facto
become due and payable immediately without any declaration or other act on the
part of the Trustee or any Holder.

At any time after a declaration of acceleration has been made but before a
judgment or decree based on acceleration has been issued, the Holders of a
majority in aggregate principal amount of New Debentures then outstanding may,
under certain circumstances as set forth in the Indenture, rescind and annul
such acceleration if all Events of Default, other than the nonpayment of
accelerated principal and interest, have been cured or waived as provided in the
Indenture.

No Holder of any New Debenture will have any right to institute any proceeding
with respect to the Indenture or for any remedy thereunder, unless such Holder
shall have previously given to the Trustee written notice of a continuing Event
of Default and unless also the Holders of at least 25% in aggregate principal
amount of the New Debentures then outstanding shall have made written request,
and offered reasonable indemnity, to the Trustee to institute such proceeding as
trustee, and the Trustee shall not have received from the Holders of a majority
in aggregate principal amount of the New Debentures then outstanding a direction
inconsistent with such request and shall have failed to institute such
proceeding within 60 days. However, such limitations do not apply to a suit
instituted by a Holder of a New Debenture for the enforcement of payment of the
principal of or premium, if any, or interest on such New Debenture on or after
the respective due dates expressed in such New Debenture or of the right to
convert such New Debenture in accordance with the Indenture.

The Company will be required to furnish to the Trustee annually a statement as
to its performance of certain of the Company's obligations under the Indenture
and as to any default in such performance.

(b) Authentication and Delivery of New Debentures; Use of Proceeds

The New Debentures to be issued under the Indenture may be executed by manual or
facsimile signature on behalf of the Company by the Chairman of the Board, the
Chief Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the
Secretary or any Vice President of the Company (individually, an "Officer"), and
delivered to the Trustee.

The Trustee shall, upon a written order of the Company signed by two Officers,
authenticate New Debentures for original issue up to the aggregate principal
amount stated in paragraph 4 of the New Debentures. The aggregate principal
amount of New Debentures outstanding at any time may not exceed such amount
except as provided in Section 2.07 of the Indenture.

There will be no proceeds from the issuance of the New Debentures because the
New Debentures are being issued in exchange for the Old Debentures.

The New Debentures are unsecured obligations of the Company. As such, the New
Debentures are not secured by any lien on any property.

(d) Satisfaction and Discharge of the Indenture

The obligations under the New Debentures and the Indenture may be satisfied by
(i) payment on the stated maturity date, or any applicable change of control
purchase date, as the case may be, or (ii) conversion.

(1) REDEMPTION AT THE OPTION OF THE COMPANY.

The New Debentures are not redeemable by the Company, in whole or in part, at
any time.

(2) PURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER.

If a Change of Control occurs, each Holder of New Debentures shall have the
right, at the Holder's option, to require the Company to repurchase all of such
Holder's New Debentures, or any portion of the principal amount thereof that is
equal to $1,000 or an integral multiple of $1,000 in excess thereof, on the date
(the "Repurchase Date") that is 45 days after the date of the Company Notice (as
defined below), at a price in cash equal to 101% of the principal amount of the
New Debentures to be repurchased, together with interest accrued to the
Repurchase Date (the "Repurchase Price").

The Company may, at its option, in lieu of paying the Repurchase Price in cash,
pay the Repurchase Price by issuing shares of common stock. The number of shares
of common stock tendered in payment shall be determined by dividing the
Repurchase Price by the value of the common stock, which for this purpose shall
be equal to 95% of the average of the closing sale prices of the common stock
for the five consecutive Trading Days ending on and including the third Trading
Day preceding the Repurchase Date. Such payment may not be made in common stock
unless the Company satisfies certain conditions with respect thereto prior to
the Repurchase Date as provided in the Indenture.

On or before the 30th day after the occurrence of a Change of Control, the
Company is obligated to give to all Holders of the New Debentures notice, as
provided in the Indenture (the "Company Notice"), of the occurrence of such
Change of Control and of the repurchase right arising as a result thereof. To
exercise the repurchase right, a Holder of New Debentures must deliver on or
before the fifth day prior to the Repurchase Date irrevocable written notice to
the Trustee of the Holder's exercise of such right, together with the New
Debentures with respect to which the right is being exercised.

(3) CONVERSION.

Subject to and in compliance with the provisions of the Indenture, a holder of
the New Debentures is entitled, at such holder's option, to convert any portion
of the principal amount of a New Debenture that is an integral multiple of
$100,000 (or the entire principal amount of New Debentures held by such Holder
if not an integral multiple of $100,000), into shares of common stock, unless
previously repurchased, at the conversion rate in effect at the time of
conversion. The initial conversion rate is equal to the number of shares per
$1,000 principal amount of Debentures shown on the front cover of the Offer to
Exchange, subject to adjustment in certain events described in the Indenture.

To surrender a New Debenture for conversion, a holder must (1) deliver the New
Debenture at the Company's office or the office of a conversion agent appointed
by the Company, together with a duly signed and completed notice of conversion,
(2) furnish appropriate endorsements and transfer documents and (3) pay any
transfer or similar tax, if required by the Indenture. No fractional shares of
common stock shall be issued upon conversion of any New Debentures. Instead of
any fractional share of common stock that would otherwise be issued upon
conversion of such New Debentures, the Company shall pay a cash adjustment as
provided in the Indenture, or at the Company's option, round up to the next
whole number of shares.

(e) Evidence Required to be Furnished by the Company to the Trustee as to
Compliance with the Conditions and Covenants Provided for in the Indenture

The Company shall deliver to the Trustee within 90 days after the end of each
fiscal year of the Company, an officers' certificate, stating whether or not to
the knowledge of the signers thereof, the Company is in default in the
performance and observance of any of the terms, provisions and conditions of the
Indenture and if the Company shall be in default, specifying all such defaults
and the nature and status thereof of which they may have knowledge.

9. OTHER OBLIGORS

None.

CONTENTS OF APPLICATION FOR QUALIFICATION. This application for qualification
comprises:

(a) Pages numbered 1 to 8, consecutively.

(b) The statement of eligibility and qualification on Form T-1 of HSBC Bank USA,
N.A., Trustee under the Indenture to be qualified (included as Exhibit T3G
hereto).

(c) The following Exhibits in addition to those filed as part of the Form T-1
statement of eligibility and qualification of the trustee:

Exhibit T3A-1 Restated Certificate of Incorporation of the Company, dated
July 31, 1990 (filed as an Exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 1990).

Exhibit T3B Restated By-laws of the Company, dated May 23, 1996 (filed as
an Exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996.)

Exhibit T3C* Form of Indenture between the Company and HSBC Bank USA,
N.A., as Trustee.

Exhibit T3D Not applicable.

Exhibit T3E-1 Offer to Exchange, dated March 20, 2009 (incorporated by
reference to Exhibit (a)(1)(i) of the Company's Issuer Tender
Offer Statement on Schedule TO dated March 20, 2009).

Exhibit T3E-2 Form of Letter of Transmittal (incorporated by reference to
Exhibit (a)(1)(ii) of the Company's Issuer Tender Offer
Statement on Schedule TO dated March 20, 2009).

Exhibit T3E-3 Press Release (incorporated by reference to Exhibit (a)(5) of
the Company's Issuer Tender Offer Statement on Schedule TO
dated March 20, 2009).

Exhibit T3F* Cross-reference sheet showing the location in the Indenture
of the provisions inserted therein pursuant to Sections 310
through 318(a), inclusive, of the Trust Indenture Act of 1939
(included as part of Exhibit T3C herewith).

Exhibit T3G* Statement of eligibility and qualification of the Trustee on
Form T-1.

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* Filed herewith.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant,
Standard Motor Products, Inc., a corporation organized and existing under the
laws of New York, has duly caused this application to be signed on its behalf by
the undersigned, thereunto duly authorized, and its seal to be hereunto affixed
and attested, all in the City of New York and State of New York, on the 20th day
of March, 2009.

(Seal) Standard Motor Products, Inc.

Attest: /s/ Carmine J. Broccole By: /s/ James J. Burke
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Name: Carmine J. Broccole, Esq. Name: James J. Burke
Title: Vice President General Counsel Title: Vice President Finance and
and Secretary Chief Financial Officer

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION

Exhibit T3A-1 Restated Certificate of Incorporation of the Company, dated
July 31, 1990 (filed as an Exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 1990).

Exhibit T3B Restated By-laws of the Company, dated May 23, 1996 (filed as
an Exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996.)

Exhibit T3C* Form of Indenture between the Company and HSBC Bank USA,
N.A., as Trustee.

Exhibit T3D Not applicable.

Exhibit T3E-1 Offer to Exchange, dated March 20, 2009 (incorporated by
reference to Exhibit (a)(1)(i) of the Company's Issuer Tender
Offer Statement on Schedule TO dated March 20, 2009).

Exhibit T3E-2 Form of Letter of Transmittal (incorporated by reference to
Exhibit (a)(1)(ii) of the Company's Issuer Tender Offer
Statement on Schedule TO dated March 20, 2009).

Exhibit T3E-3 Press Release (incorporated by reference to Exhibit (a)(5) of
the Company's Issuer Tender Offer Statement on Schedule TO
dated March 20, 2009).

Exhibit T3G* Statement of eligibility and qualification of the Trustee on
Form T-1.

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* Filed herewith