UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                Annual Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

For the fiscal year ended:                          Commission file number:
   December 31, 1996                                        33-63914


                                STANT CORPORATION
             (Exact name of Registrant as specified in its charter)

     Delaware                                           35-1768429
(State of Incorporation)                   (I.R.S. Employer Identification No.)

425 Commerce Drive
Richmond, Indiana                                          47374
(Address of Principal Executive Offices)                 (Zip Code)

     Registrant's telephone number, including area code: (765) 962-6655

             Securities registered pursuant to Section 12(b) of the
               Act: None Securities registered pursuant to Section
                                12(g) of the Act:
                     Common Stock, par value $.01 per share

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by  Section  13 or 15(d)  of the  Securities  Exchange  Act of 1934,
during the preceding 12 months (or for such shorter  period that the  Registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.
         Yes  X      No
             ---        ---  

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

As of March 14, 1997,  16,226,815  shares of Common Stock of the Registrant were
outstanding and the aggregate market value of the Common Stock of the Registrant
(based upon the last reported sale price of the Common Stock at that date by the
NASDAQ  National  Market  System),   excluding  shares  owned   beneficially  by
affiliates, was approximately $96,800,000.

Certain  information  required  by Items 7 and 8 of Part II of this Form 10-K is
incorporated  by  reference  (to the extent  specific  sections  are referred to
herein) from the  Registrant's  Annual Report to Stockholders for the year ended
December 31, 1996.  Certain  information  required by Items 10, 11, 12 and 13 of
Part III of this Form 10-K is  incorporated by reference (to the extent specific
sections are referred to herein) from the  Registrant's  Proxy Statement for its
annual meeting of stockholders to be held April 30, 1997.

<PAGE>

                                Table of Contents

                                                                           Page


PART I

    Item 1.  BUSINESS......................................................  1

    Item 2.  PROPERTIES.................................................... 19

    Item 3.  LEGAL PROCEEDINGS............................................. 21

    Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........... 21


PART II

    Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
                      STOCKHOLDER MATTERS.................................. 22

    Item 6.  SELECTED FINANCIAL DATA....................................... 23

    Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS.................. 24

    Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA................... 24

    Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                      ACCOUNTING AND FINANCIAL DISCLOSURE.................. 24


PART III

    Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT........... 25

    Item 11.  EXECUTIVE COMPENSATION....................................... 25

    Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                      MANAGEMENT........................................... 25

    Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............... 25

    Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
                      AND REPORTS ON FORM 8-K.............................. 25



Copyright (C) 1997 Stant Corporation.  All rights reserved.

The brand  names  mentioned  in this Form 10-K --  Edelmann(R),  Exact  Fit(TM),
Global I(TM), Ideal(R), Lev-R-Vent(R),  LubriMatic(R),  Nu-Vision(R),  Plews(R),
Pow'r Gear(R),  Powercraft(R),  Pre-Vent(R),  Pro-Tuff(R),  Roberk(R), Stant(R),
Superstat(R), Trico(R), Tru-Flate(R) and Weir-Stat(R) -- are trademarks of Stant
Corporation and its subsidiaries.

<PAGE>
                                       
PART I

Item 1.  BUSINESS

General

         Stant  Corporation  ("Stant") is a holding  company which,  through its
direct and indirect  subsidiaries  (Stant and such  subsidiaries are referred to
collectively  as  the  "Company"),  is  a  leading  designer,  manufacturer  and
distributor of a broad range of automotive parts and tools. The Company believes
that it is one of the world's  largest  manufacturers  of automotive  windshield
wiping systems and windshield wiper blades and refills,  closure caps and engine
thermostats;  and a leading North  American  manufacturer  of a variety of other
automotive products,  including hose clamps, heaters, grease guns and automotive
tools.  The  Company  also  manufactures  and  sells a number  of  products  for
hardware, industrial and marine applications.

         The Company's products are sold primarily for use as original equipment
by  manufacturers  of cars and trucks ("OEMs") and for use as replacement  parts
for cars and trucks (the  "Aftermarket").  The Company serves as either a direct
("tier one") or as an indirect  ("tier two")  supplier to Chrysler  Corporation,
Ford Motor Company and General Motors Corporation,  to most of the major foreign
OEMs which operate in the United States (including CAMMI,  Honda,  Isuzu, Mazda,
Mitsubishi,  Nissan,  NUMMI,  Subaru,  Suzuki,  Toyota and  Volkswagen) and to a
limited number of the foreign  manufacturing  or assembly plants of the OEMs. In
the Aftermarket,  the Company believes that at least one of its products is sold
in the vast majority of wholesale and retail  automotive  parts and distribution
outlets in the United States, including the service departments of the OEMs ("OE
Service").  The Company's ten largest Aftermarket  customers (measured by dollar
volume of sales in 1996) are listed below in alphabetical order:

      Advance Auto Parts         Four Seasons Manufacturing
      AutoZone, Inc.             General Motors Corporation*
      Chrysler Corporation*      National Automotive Parts Association (NAPA)
      CSK Auto Inc.              Pep Boys
      Ford Motor Company*        Wal-Mart Stores, Inc.


-------------------
*  Represents sales to OE Service only.

         Stant is incorporated in Delaware and its principal  executive  offices
currently  are located at 425  Commerce  Drive,  Richmond,  Indiana  47374-2646.
Stant's  telephone  number is (765) 962-6655.  In early 1997,  Stant announced a
reorganization  of its  executive  management  team  and the  relocation  of its
corporate  headquarters to Chicago,  Illinois.  Information  with respect to the
members of the new executive management team who have already joined the Company
is set forth under "Item 1. Business - Executive Officers of the Registrant" and
"- Business Experience of the Executive Officers" on pages 17 and 18.

<PAGE>

Products

Windshield Wiping Systems and Systems Components

         The Company  produces a wide range of high  quality  windshield  wiping
systems and systems components,  including arms, blades,  linkage mechanisms and
modules.  Management  believes  that front wiper blades and arms produced by the
Company  were  original  equipment on more than 70% of the cars and light trucks
(gross  vehicle  weight of less than 8,500 pounds)  produced in North America in
1996.

         Modular  Systems.  The  Company  produces  numerous  types  of  modular
windshield  wiping  systems.  These systems  consist of the  linkages,  arms and
blades produced by the Company and motors, plastic housings, manifold assemblies
and other  components  purchased from third-party  suppliers.  These systems are
sold  directly  to the OEMs as  ready-to-install  modules  and serve to  unitize
traditional   linkages  to  wiper   motors,   as  well  as   incorporate   other
non-traditional components such as hose assemblies. Currently, the Company sells
these systems to Ford Motor Company and Chrysler Corporation.

         Wiper  Blades.  The  Company  produces a full range of wiper  blades in
sizes  ranging  mainly from 11 to 24 inches.  Wiper  blades  consist of a rubber
wiping  component  attached to a fabricated  metal or plastic  structure.  Wiper
blades are sold primarily for use as original  equipment or for  installation as
replacement  parts by OE Service.  Wiper blades are also sold in the Aftermarket
under the "Trico," "Exact Fit," "Nu-Vision" and "Roberk" brand names, as well as
certain private label names.

         Wiper Arms. The Company  produces over 50 different types of wiper arms
in various  lengths and  designs.  Wiper arms  connect the linkage and the wiper
blade.  These products are sold  primarily for use as original  equipment or for
installation as replacement parts by OE Service. These products are also sold in
the Aftermarket under the "Trico" brand.

         Linkages.  The Company  produces  over 25  different  types of linkages
which are the intricate drive mechanisms that translate the rotary motion of the
wiper  motor to the  associated  sweeps of the  wiper  arm.  Depending  upon the
particular  design,  vehicles may have one or two linkages.  These  products are
sold by the Company primarily for use as original equipment.

         Other Products.  The Company produces  selected other related products,
such as rear wiper arms and blades  for use as  original  equipment,  and winter
blades and wiper blade refills for the Aftermarket.

Closure Caps and Fuel Valves

         The Company designs,  manufactures and sells fuel filler caps, radiator
caps  and  oil  filler  caps  for  both  original   equipment  and   Aftermarket
applications.  The Company's  original  equipment fuel filler caps must meet the
design  specifications  of the OEMs and pass  certain  tests  which  ensure that
vehicles  comply with crash safety  requirements  of the federal  motor  vehicle
safety  standards  promulgated  by the United States  National  Highway  Traffic
Safety Administration.  Additionally,  the design specifications of the OEMs for
fuel caps cover  requirements  and  testing  for  emission  control  limitations
promulgated by the United States Environmental Protection Agency (the "EPA") and
state  environmental  protection  authorities.  Management  believes that a fuel
filler cap  manufactured by the Company was original  equipment on more than 90%
of the cars and light  trucks  produced in North  America in 1996.  In addition,
management  believes  over 50% of those  vehicles  have as original  equipment a
Company-manufactured  radiator cap. The Company also designs,  manufactures  and
sells valves for fuel vapor control for installation as original  equipment.  In
the  Aftermarket,  the Company sells over 400 models of fuel and radiator  caps,
which cover  substantially  all car and light truck  models  currently in use in
North  America.  The Company's  closure cap products are sold under the "Stant,"
"Lev-R-Vent" and "Pre-Vent"  trademarks,  as well as certain private label names
in the Aftermarket.

<PAGE>

Engine Thermostats

         The Company designs,  manufactures and sells thermostats for car, light
truck and heavy  duty  (medium  and heavy  trucks,  construction  equipment  and
off-road)  engine  cooling  systems  in the  original  equipment  market and the
Aftermarket.  Complex  engine  systems  now rely  heavily on closely  maintained
coolant  temperatures to insure proper emissions levels, fuel economy and heater
performance.  Substantially  all of the thermostats  manufactured by the Company
for the  Aftermarket  meet the  design  specifications  of the OEMs.  Management
believes that a thermostat manufactured by the Company was original equipment on
more than 25% of the cars and light trucks produced in North America in 1996. In
the  Aftermarket   the  Company's   thermostats  are  sold  under  the  "Stant,"
"Weir-stat" and "Superstat" brand names, as well as certain private label names.

Hose Clamps

         The Company designs,  manufactures and sells stainless and carbon steel
hose clamps,  including  worm gear hose  clamps,  used in cars and trucks in the
original equipment market and the Aftermarket,  and in hardware,  industrial and
marine  applications.  Clamps are designed and  manufactured in a broad range of
sizes and for a variety  of  sealing  applications,  including  heating  and air
conditioning  systems.  The Company also  manufactures  no-hub couplings for the
construction  industry.  The  Company's  clamp  products are sold under  various
Company brand names,  including  "Ideal,"  "Pow'r Gear" and "Trico," and certain
private label names.

Automotive Heaters

         The Company is a leading  manufacturer  of  copper-brass  and  aluminum
heaters for the North American  Aftermarket.  The Company's heater product line,
which is sold under the Stant brand and a number of private label names,  covers
both domestic and imported cars and light trucks.  The Company  believes that it
has the most  extensive  Aftermarket  heater  product line in North  America and
recently began selling  heater  products to the  automotive  original  equipment
market.

Automotive Tools

         The Company  designs,  manufactures  and sells  Aftermarket  automotive
tools in the following lines: "Plews" brand lubrication tools,  including grease
guns, oilers, funnels and liquid transfer pumps; "Tru-Flate" brand tire hardware
and air accessories,  including tire gauges, blowguns, tire repair materials and
pneumatic connector fittings;  and "Plews" brand professional specialty mechanic
tools,  including  "Pro-Tuff" oil filter  wrenches.  The specialty tools product
line  consists of tools  designed for a specific  application  which the Company
manufactures  or  purchases  and  includes  tools  used  for  servicing  brakes,
ignitions, engine components, exhaust parts and for tune-ups.

         During the fourth quarter of 1996, the Company acquired the business of
manufacturing   and  selling   "LubriMatic"   brand  grease  guns,  and  selling
"LubriMatic"  brand lubricating  greases and oils and certain related equipment.
This business,  which is expected to add approximately $30 million of revenue in
1997,  complements  the Company's  existing  line of "Plews"  brand  lubrication
tools, including grease guns and related equipment.

Other Products

         The Company also designs and manufactures  automotive  fittings,  power
steering  hose and  remanufactured  power  steering  units,  bellows  and hazard
warning  flashers.  These products are sold principally to the Aftermarket under
various Company brand names, including "Edelmann," "Ideal" and "Powercraft," and
several  private label names.  The Company also  distributes air compressors for
automotive  use,  Aftermarket  steel brake  lines,  and  automotive  heating and
cooling  products,  including  water  outlets,  heater  control  valves  and fan
clutches, which are manufactured by third parties.

<PAGE>

Product Development

         The Company  believes that it is an industry leader in North America in
its  engineering  and design  capabilities  with  respect to  windshield  wiping
systems, fuel and radiator caps, fuel valving components, automotive thermostats
and hose clamps. The Company emphasizes product development to take advantage of
marketing  opportunities created by the frequent introduction by the OEMs of new
models,  changes  made to  existing  models and changes  required by  government
regulations. See "Markets" and "Competition" below.

         The Company maintains development engineering and testing facilities at
each of its  operating  units.  The  Company  has  been  expanding  its  product
engineering,   design,  and  research  and  development   functions  to  provide
value-added engineering and design services to the OEMs who have been increasing
their reliance upon their  suppliers to assist in the design and  development of
components and systems.

         In the summer of 1996,  the  Company  opened a new 81,000  square  foot
technical and original  equipment sales center for windshield  wiping systems in
Rochester  Hills,  Michigan  (the  "Michigan  Technical  Center").  The Michigan
Technical  Center,  which is close to the  engineering  centers of the Company's
principal  original  equipment  customers,  is designed to be a  "best-in-class"
technical center. It employs advanced computer aided design systems, including a
proprietary  "knowledge  based"  engineering  system,  and contains hot and cold
weather and sound quality testing chambers to support the increasing  design and
development   requirements  of  the  Company's  original  equipment   customers.
Management  believes that this facility  enhances the Company's ability to be an
industry  leader  in the  integration  of  windshield  wiping  systems  into the
vehicles of an original equipment customer.

         Operations  at the  Michigan  Technical  Center are divided  into three
business  units.  Each  unit has  total  responsibility  for  specific  original
equipment  customers  and includes a  cross-functional  team which is capable of
handling new business development, customer satisfaction with respect to current
business, product engineering, program management, launch engineering,  business
planning and strategy  execution.  The Michigan Technical Center was designed to
facilitate  implementation  of the business unit concept with a dedicated layout
based upon cross-functional team activities. Management believes that such teams
enable quick,  accurate  communication,  decision  making and response time, and
contribute to a reduction in the product development cycle time.

         In June 1995 the Company  established  a  development  team composed of
engineers  in the  Company's  technical  centers  in North  America,  the United
Kingdom  and  Australia,  with the  objective  of  developing  a new  family  of
windshield wiper blades that would meet or exceed the increasing requirements of
the global original  equipment market.  Prototypes of the new blades,  which the
Company refers to as "Global I," have already been  demonstrated  to a number of
original  equipment  customers.  The  "Global I" blades  are the first  products
developed  by the  Company  using the  combined  talents of  engineers  on three
continents. Some of the design objectives given to this development team, all of
which are expected to be met or exceeded, are the following:

       - Design a new wiper blade with a  competitive  cost of  manufacture  by
         reducing the  complexity  of tooling,  reducing the number of component
         parts and utilizing extruded, rather than molded, rubber.

       - Design a wiper blade which will achieve "best-in-class" performance in
         each of the following categories:

<PAGE>

           - Wipe Quality                          - Blade Life
           - Wind Lift                             - Styling
           - Durability                            - Ease of Installation
           - Winter Performance                    - Smooth, Quiet Operation
           - Warranty Performance                  - Conformance to Glass

       - Improve  customer  satisfaction  and warranty  performance by reducing
         rejects  after  twelve  months  in  service  from 20 per 1,000 to 4 per
         1,000.

         Management  believes  that when the design of the  "Global I" blades is
finalized,  it will  demonstrate  to the  marketplace  the Company's  ability to
design a  "best-in-class"  wiper  blade  which  fully  addresses  any  perceived
inadequacies  in the  blades  currently  manufactured  by the  Company  and  its
principal competitors.

         During 1996,  the Company  began to market its Exact Fit brand of wiper
blades on a national basis to the  Aftermarket.  As the name implies,  Exact Fit
blades are  designed  to fit a  specific  wiper arm type  without  the use of an
adapter or the need to read  complicated  instructions.  In addition,  Exact Fit
blades look  virtually  identical  to the original  equipment  blades which they
replace.  The  introduction  of Exact  Fit  blades  in 1996 was  supported  by a
national consumer  advertising  campaign which featured the ease of installation
of these blades. The Exact Fit product and the advertising line "They just click
on easy." has won the Company awards from several major Aftermarket customers.

         In the first  quarter of 1996,  the Company  opened a new "state of the
art" fuel system testing  laboratory at its  Connersville,  Indiana  facilities.
This new testing  laboratory  permits total fuel supply and vapor  systems,  and
even  complete  vehicles,  to be  subjected  to  extremes  of heat and cold on a
year-round basis, a capability which the Company believes is unmatched currently
by any of the Company's  competitors and even most of the OEMs. Engineers at the
Company's  Connersville   facilities  are  working  on  a  number  of  new,  and
improvements to existing, products which deal with fuel vapor management systems
and low leak emission requirements.

         In response to stricter government  standards  concerning  emissions of
hydrocarbons  and  on-board  diagnostic  systems for  vehicles,  the Company has
developed  advanced fuel cap designs which reduce  emissions to less than one cc
per minute  (compared to prior caps which emitted more than ten cc's per minute)
and which contain positive quick-on features.  Such quick-on,  low emission fuel
caps  manufactured  by the Company will be on all 1998 model year cars and light
trucks produced by Ford Motor Company.

         Federal  law  mandates  that  vehicle  manufacturers  install  on-board
refueling  vapor recovery  ("ORVR")  systems on cars and light trucks  beginning
with cars in 1998. ORVR systems must be installed on 40% of new cars sold in the
United States in 1998, 80% in 1999 and 100% in 2000 and  thereafter;  and 40% of
new  light  trucks  in 2001,  80% in 2002 and 100% in 2003 and  thereafter.  The
Company  has  worked  with  domestic  OEMs for the past  nine  years in order to
develop  products to serve this emerging  market and will begin  supplying  ORVR
components to two domestic OEMs for certain models beginning with the 1998 model
year. Additionally, the Company currently is working with all the major Japanese
OEMs which operate in the United States and Toyoda Gosei Co. Ltd. (the Company's
fuel cap licensee in Japan) to develop ORVR components.

         The Clean Air Act Amendments of 1990 require a variety of mobile (i.e.,
vehicle)  source  controls to help the States meet national  ambient air quality
standards.  The EPA has identified the evaporative  emission  control systems of
vehicles  as a possible  source of  escaping  fuel  vapors.  States can  receive
credits  for  highway  funding  money by  checking  fuel caps to see if they are
within  specification.  In response to the need of the States to begin  checking
fuel caps in a quick,  accurate and efficient manner,  during the fourth quarter
of 1996, the Company began to market a fuel cap tester. Management believes that
State testing of fuel caps will stimulate Aftermarket customers to demand higher
quality  replacement fuel caps. Many states are beginning to test fuel caps as a
part of  their  automobile  registration  and  inspection  systems,  as a way to
satisfy regulations  promulgated by the EPA under the Clean Air Act. The Company
has also developed closure devices for fuel tanks which permit refueling without
removing the cap and which will be compatible with automatic  refueling  systems
which are currently  being  developed by a number of major oil companies.  These
closure  devices  are  being  designed  for both the  Aftermarket  and  original
equipment  applications.  The Company  anticipates that such products will be in
test markets in the United States Aftermarket during 1997.

<PAGE>

         The Company's research and development expenses for 1996, 1995 and 1994
were $6,698,000, $6,272,000 and $3,218,000,  respectively. These amounts are net
of the reimbursements by the OEMs for 1996, 1995 and 1994 of $699,000,  $682,000
and $615,000, respectively.

Markets

         The  automotive  parts  industry is composed of the original  equipment
market and the Aftermarket. The manufacture of individual components and systems
for  cars,  trucks  and  other  vehicles  which  are  installed  by the  vehicle
manufacturers as original equipment on new vehicles forms the original equipment
market.  The Aftermarket is comprised of the parts and services used to maintain
and repair  automobiles,  trucks and other vehicles,  as well as accessories not
supplied with such vehicles  when  manufactured.  The Company sells its products
primarily to the automotive  original equipment market and the Aftermarket.  The
Company also sells clamps,  bellows and certain other products to the industrial
market for use in the hardware,  marine,  appliance,  construction  and aviation
industries.

         The following table classifies the Company's  consolidated net sales by
its  manufacturing and assembly  operations in geographic  areas.  North America
includes  the  Company's  manufacturing  and assembly  operations  in the United
States,  Canada and Mexico,  while Foreign includes the Company's  manufacturing
and assembly operations in the United Kingdom, Australia and Argentina.
<TABLE>
<CAPTION>
                                                         (in Millions)
-------------------------------------------------------------------------------
Year Ended December 31,                           1996        1995        1994
-------------------------------------------------------------------------------
<S>                                             <C>         <C>         <C>
North America
    Automotive Original Equipment Market        $300.2      $279.2      $ 73.7
    Automotive Aftermarket                       261.5       240.1       176.8
    Industrial Market                             41.1        36.9        35.0
-------------------------------------------------------------------------------
Subtotal                                         602.8       556.2       285.5
-------------------------------------------------------------------------------
Foreign
    Automotive Original Equipment Market          27.7        29.8         1.3
    Automotive Aftermarket                        26.6        26.4         1.1
-------------------------------------------------------------------------------
Subtotal                                          54.3        56.2         2.4
-------------------------------------------------------------------------------
TOTAL                                           $657.1      $612.4      $287.9
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
</TABLE>
Original Equipment Sales

         As a tier one supplier,  the Company sells its products directly to the
OEMs through a sales force of  approximately  12 Company  employees,  as well as
through   a  select   group   of   independent   manufacturer's   representative
organizations which are paid by commission.  As a tier two supplier, the Company
sells its products  through the Company's sales force to other  automotive parts
manufacturers which combine the Company's products with those of their own or of
other  automotive  parts  manufacturers  and  furnish  to the  OEMs  a  complete
sub-assembly  or system.  The Company's  marketing  efforts  toward the original
equipment market are supported by engineering  staffs and testing  facilities at
the Company's operating units which provide design,  development and prototyping
projects  as a service  to the  engineering  and  platform  groups at most North
American,  Australian and European car manufacturers.  See "Product Development"
above.
<PAGE>
         The Company typically  receives a purchase order from an OEM to produce
a  particular  product  for one or more model  years.  However,  a firm order is
created only when the Company  receives a release  under such a purchase  order,
which authorizes the Company to produce and deliver  specific  quantities of the
product.  OEMs  issue  releases  for  planning,  raw  material  acquisition  and
production  purposes  over varying  periods in advance of  anticipated  delivery
dates.  Once a purchase order is received by the Company from an OEM, the actual
volume of parts produced under the purchase order in any given year is dependent
upon the actual number of vehicles produced by the OEM. Actual production levels
may  vary  significantly  from  the  estimates  provided  by  the  customer  and
production may be delayed or canceled,  all generally  without any obligation on
the part of the customer to compensate the Company. See "Competition" below.

Aftermarket and Industrial Sales

         In North  America,  Aftermarket  and  industrial  sales  and  marketing
efforts are managed by a sales force of approximately  20 Company  employees who
are supplemented by approximately 50 independent  manufacturer's  representative
organizations  which are paid by  commission.  In a few  geographic  areas,  one
manufacturer's  representative is responsible for all of the Company's products.
However, in most areas separate  manufacturer's  representatives are responsible
for Aftermarket parts, automotive tools and industrial products.

         In the Aftermarket,  the Company's products reach the ultimate consumer
through a number of distribution channels, including automotive specialty retail
stores, mass merchandisers,  OE Service, quick-lube outlets, traditional service
stations,  warehouse  distributors  and  jobbers.  Certain of these  channels of
distribution,   such  as  the  automotive   specialty  retail  stores  and  mass
merchandisers,  predominately sell to "do-it-yourself"  consumers, while others,
such as OE  Service  and  traditional  service  stations,  involve  professional
installation.  In  recent  years,  the  relative  importance  and  size  of  the
automotive  specialty retail stores,  mass  merchandisers  and buying groups has
increased,  concentrating  more  buying  power  in the  hands  of  fewer  of the
Company's Aftermarket customers.  As a result of buying power being concentrated
in  fewer  customers,  as well  as  increased  competition  from  abroad,  price
competition in the Aftermarket has been severe and margins have declined.

Export Sales

         Products  which the  Company  manufactures  in the  United  States  are
marketed  outside of the United  States  principally  through  export  marketing
groups and a number of independent manufacturer's  representative  organizations
which are paid by commission.  Export sales from the United States accounted for
approximately  3% of the Company's 1996  consolidated  net sales,  and were made
primarily to customers in Canada, Mexico, Japan, Germany and the United Kingdom.

Foreign Subsidiaries, Affiliates and Licenses

         The Company has wholly  owned  subsidiaries  in the United  Kingdom and
Australia  which design,  manufacture  and sell  windshield  wiping  systems and
systems  components,  including arms, blades and linkage  mechanisms,  which are
fitted  to a major  percentage  of all  cars  made  in the  United  Kingdom  and
Australia,  and certain cars and light  trucks in Europe and Japan.  The Company
believes  that it is the leading  supplier of such  products to OEMs in both the
United  Kingdom and  Australia.  In South  America,  the  Company is  supporting
original  equipment and Aftermarket  sales of wiper products  through its wholly
owned  Argentine  subsidiary,  which  assembles  components  manufactured in the
United States and the United Kingdom into arms,  blades and linkage  mechanisms.
Approximately  8% of the Company's 1996  consolidated net sales were represented
by the sales of its United Kingdom,  Australian and Argentine  subsidiaries and,
in the aggregate,  sales of those  subsidiaries are split  approximately  evenly
between the original equipment market and the Aftermarket.

<PAGE>

         The Company has four wholly owned Mexican operating  subsidiaries,  all
of which are  registered as maquiladora  corporations  and two of which are also
registered  as  national  suppliers  to  the  Mexican  automobile  industry.  As
maquiladora  corporations,  these  subsidiaries  receive  materials and parts in
bond,  primarily from the Company's  United States operating units, and assemble
them for delivery back into the United  States.  In addition,  the Company has a
minority joint venture interest in Mexico to manufacture and distribute  clamps,
and a minority  joint  venture  interest  in the  Peoples  Republic  of China to
manufacture and distribute automotive thermostats.

         Jidosha  Denki Kogyo  Company  ("Jideco") of Japan and the Company have
signed a joint  venture  agreement  for North  America and a letter of intent to
create a European joint venture for the manufacture of front and rear windshield
wiper  motors.  Jideco  is a  world  leader  in the  manufacture  of  fractional
horsepower  motors for automotive  applications and a tier one supplier of wiper
systems to several Japanese OEMs.

         The Company has licensed a number of foreign  companies to practice the
art embodied in certain of the Company's patents,  and also maintains  technical
exchange  agreements  with  certain of these  licensees.  The  Company  does not
receive  significant  revenues  from  such  agreements,  individually  or in the
aggregate.  In addition,  the Company has been granted  licenses to practice the
art embodied in certain  patents and technical  know-how owned by third parties.
In the aggregate,  the royalties and fees paid by the Company in respect of such
license grants are not material.

Major Customers

         As a tier one or tier two supplier, sales of the Company's products for
use by Ford Motor Company,  General Motors Corporation or Chrysler  Corporation,
either as original equipment or for OE Service,  represented  approximately 22%,
15% and 10%, respectively, of the Company's 1996 consolidated net sales.

Competition

         The  automobile  parts and tools  business has been and continues to be
very  competitive.  In  addition,  as the  automotive  supply base  becomes more
global, the Company expects to experience more competition in North America from
automotive  parts  suppliers who are based in Europe or the Far East.  Among the
primary  competitive factors affecting the Aftermarket and the industrial market
are price,  product quality,  breadth of product line, range of applications and
customer service. Among the primary competitive factors affecting the automotive
original  equipment  and  certain  portions  of the  industrial  markets are the
ability to  provide  low cost  sophisticated  products,  prototyping  and design
assistance, systems capabilities, reliable product quality and on-time delivery.
Competition in the automotive  original equipment market is also affected by the
extent to which OEMs produce their own parts.

         In order to reduce costs and improve the quality of their products, the
OEMs are  attempting  to deal with fewer  suppliers  and to  require  that their
remaining suppliers assume additional responsibility for upfront product design,
engineering  and project  management  services.  To determine the suppliers with
whom  they  will  continue  to  deal,  the OEMs  have  tightened  the  standards
applicable to their suppliers for quality, cost reduction, delivery and service,
and say that they will give a preference  to  suppliers  who can serve them on a
global  basis.  These  actions by the OEMs have and will  continue to reduce the
number  of  tier  one  suppliers,  and may  also  lead  to  consolidation  among
suppliers.

<PAGE>

         As both a full system and component supplier,  the Company competes for
original  equipment business at the beginning of the development of a new system
or  component,  upon customer  re-design of an existing  system or component and
upon an OEM's  decision to outsource  captive  system or  component  production.
Typically, new system or component development begins two to five years prior to
the  marketing  of the  platform(s)  containing  such system or component to the
public.  Once a  supplier's  design and  prototype  for a  particular  system or
component for a specified  platform  have been  approved by the OEM,  production
generally begins from 12 to 18 months later. The same supplier usually furnishes
that system or  component  throughout  the life cycle of the system or component
(i.e.,  until the  particular  system or component on the specified  platform is
changed).  Life cycles of systems and  components  vary, but typically last from
two to eight years.  Today, most systems and many components are sole sourced by
the OEMs.  Competitive  price  bidding  is the  exception,  with most  awards of
original  equipment business being made against target prices established by the
OEM's platform team.

         Target  prices  typically  decline  over the life  cycle of a system or
component so that a supplier is required, at a minimum, to offset the effects of
inflation  through cost reduction and  productivity  improvement  programs.  The
Company has such arrangements with most of its original equipment customers and,
accordingly,  the benefits of the Company's  cost  reduction  and  restructuring
programs  have been and will  continue to be shared with its original  equipment
customers.  In making such non-price  competitive  sourcing  awards,  management
believes that its original equipment customers weigh total supplier performance,
including  prototyping  and  design  assistance,  systems  capability,  reliable
product quality and on-time delivery, and ability to meet or beat the customer's
target prices.

         To the  extent  that the  Company is unable to obtain  significant  new
business  from the OEMs,  the  relatively  long life  cycles of the  systems and
components  which it  manufactures  will cause a greater  negative impact on the
Company's  financial condition than would be the case if the life cycles of such
systems and  components  were shorter.  In addition,  the  Company's  ability to
continue to meet the  expectations  of the OEMs with  respect to quality,  cost,
delivery,   service  and  expanded  engineering  support  will  increasingly  be
dependent  on the  Company's  ability  continuously  to improve  and sustain the
competitive  technological  advantage  which  management  believes  the  Company
currently enjoys with respect to many of its product lines.  Management believes
that the Company's competitive  technological  advantage relates not only to its
superiority  in the  areas of  product  engineering,  design  and  research  and
development activities,  but also to the quality and cost competitiveness of its
plant operations. By year-end 1997, management expects that all of the Company's
plants which produce systems or components for original  equipment  applications
will be either QS 9000 or ISO 9000 certified.

         Many of the Company's products have a significant market share in their
respective  markets.  While most of the markets for the  Company's  products are
served by a limited  number of  competitors,  competition  is  intense.  In some
cases, the competitors are substantially larger and more diversified than is the
Company.

Patents and Trademarks

         The Company owns a number of patents  relating to design  features of a
number of its  products  including  fuel caps and fuel  vapor  recovery  valves,
windshield  wiper blades and systems,  thermostats  and clamps,  and also owns a
number of registered  trademarks  in the United States and owns several  patents
and trademarks in foreign countries. Although in the aggregate these patents and
trademarks  are of importance  to the Company,  no single patent or trademark or
group of patents or  trademarks  is material to its business as a whole,  except
for the Stant,  Ideal and Plews  trademarks in the United States,  and the Trico
trademark in the United States and United Kingdom.

Raw Materials and Inventory Management

         The principal raw  materials  used by the Company are stainless  steel,
cold-rolled  steel,  rubber,  aluminum,  copper,  brass and plastic resins.  The
Company  manufactures  many  of the  component  parts  used  in  assembling  its
products.  The Company also purchases certain  components used in assembling its
products as well as packaging  materials and finished products.  The Company has
well-established  supply sources for all major  components it does not otherwise
manufacture,  and for raw  materials,  including  readily  available  substitute
sources of supply.

<PAGE>

         The  Company  attempts to  minimize  its  investment  in  inventory  by
coordinating  purchasing and production  activities  with  anticipated  customer
demands.  In the automotive  original  equipment  market,  most of the customers
provide  anticipated  releases  four to eight weeks  prior to expected  delivery
based on their estimated  production  schedules.  In many cases,  the Company is
connected with the customer through electronic data interchange which allows for
electronic  ordering and, in some cases,  periodic  monitoring of the customers'
requirements. Most of the Company's original equipment and Aftermarket customers
have  implemented  the "Just In Time"  delivery  concept  whereby  the  customer
requires that the product be delivered in smaller  quantities  just prior to its
need at the manufacturing plant or aftermarket distribution point.

Cyclical Industry, Backlog and Seasonality

         The automobile  industry in general,  and the North American automotive
original  equipment  market in  particular,  is cyclical with new vehicle demand
tied closely to overall economic strength.  A significant  decline in the demand
for new automobiles could have an adverse effect on the Company. After attaining
a peak of 13.6 million  units in 1985,  North  American  production  of cars and
light  trucks fell to 11.4 million  units in 1991.  Since the low point in 1991,
production  has  recovered  and amounted to 14.9 million  units in 1995 and 15.0
million units in 1996.

         Although opinions differ with respect to whether or not the Aftermarket
is cyclical,  management  is of the opinion that this market is less affected by
the strength or weakness of the overall  economy than is the original  equipment
market.

         The  Company  sells  a  number  of  weather-sensitive  products  in the
Aftermarket (such as heaters, thermostats,  windshield wiper blades and refills,
and radiator caps) and, accordingly, its results can be affected by the severity
of  the  weather.  In  addition,   since  approximately  50%  of  the  Company's
consolidated net sales is derived from the automotive original equipment market,
the Company  experiences  seasonally  weak results in the second  quarter due to
model changeovers and plant idlings by the OEMs.

         When supplying the original equipment market, the Company does not have
a firm order,  and  usually  does not  manufacture  its  products,  until it has
received a  production  release  which  specifies  the  quantity  ordered  and a
delivery  date.  Generally such orders are shipped within four to eight weeks of
receipt of the production  release. As a result, the Company does not maintain a
significant  backlog of firm orders and believes that backlog is not material to
its business.

Environmental Compliance

         The   Company  is  subject  to  federal,   state,   local  and  foreign
environmental laws and regulations concerning the discharge,  storage,  handling
and disposal of hazardous or toxic substances. Such laws and regulations provide
for  significant  fines,  penalties  and  liabilities,  in certain cases without
regard to  whether  the owner or  operator  of the  property,  or the person who
generated hazardous or toxic substances disposed of on the property,  knew of or
was  responsible  for the  release  or  presence  of  such  hazardous  or  toxic
substances. In addition, third parties may make claims for personal injuries and
property damage associated with releases of hazardous or toxic substances.

         At some of its facilities, the Company utilizes or generates substances
that  are  classified  as  hazardous  under  the  United  States   Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA").  Accordingly,
there can be no assurance  that  substantial  liabilities,  in addition to those
described below, will not be incurred by the Company in the future. In addition,
the  United  States  Clean  Air Act  Amendments  of 1990 may  impose  additional
emission  control  requirements  on  some of the  equipment  at  certain  of the
Company's facilities.  The Company cannot predict what environmental legislation
or  regulations  will be enacted in the future or how existing or future laws or
regulations  will be administered or interpreted,  particularly  because many of
the  regulations  implementing  the  existing  laws  have not been  promulgated.
Nevertheless,  the Company  believes  that as a general  matter,  its  policies,
practices and  procedures  are properly  designed and  implemented to ensure the
Company's  compliance with all current laws and  regulations.  While  compliance
requires  continuing   management  efforts  and  expenditures  by  the  Company,
management believes that the costs associated with environmental compliance will
not have a material adverse effect on the Company's financial condition, results
of  operations  or cash  flows,  except  that  there  could be such an effect on
results of operations or cash flows for a particular financial reporting period.

<PAGE>

         The Company or one of its domestic  subsidiaries has been identified as
a Potentially  Responsible  Party ("PRP") with respect to environmental  matters
arising at eleven sites which are under the  jurisdiction of either the EPA or a
state environmental department.  The Company's exposure for material remediation
costs at seven of these sites is considered remote. The four remaining sites are
discussed below:

The Waltham, Massachusetts Facility

         Following the acquisition of  Standard-Thomson  Corporation  ("STC") by
the Company in 1988, the Company conducted a soil and groundwater  investigation
at STC's  facility in  Waltham,  Massachusetts  (the  "Waltham  Facility").  The
investigation indicated the presence of volatile organic compounds and petroleum
hydrocarbons in the soil and groundwater at the site. The Company reported these
findings to the Massachusetts  Department of Environmental  Protection ("MDEP").
In 1992,  MDEP  authorized  the Company to assess and  remediate  the  hazardous
material  contamination  without its direct oversight.  During 1996, the Company
completed a Phase II Comprehensive Site Assessment of the Waltham Facility,  the
primary  objectives  of  which  were  to  evaluate  the  nature  and  extent  of
contamination  and potential  risks to health,  safety,  public  welfare and the
environment.  The  Phase  II  study  identified  potential  sources  of oil  and
hazardous  materials  in the  groundwater  and  soil  and  concluded  that  such
contamination was limited to areas on and  down-gradient  (south) of the Waltham
Facility,  and a  potential  future risk to public  welfare and the  environment
exists due to the presence of  non-aqueous  phase liquid which exceeds the upper
concentration  limits  allowed  by the  applicable  regulations  issued by MDEP.
During  1997,  the  Company  will  develop a Phase III  Remedial  Action Plan to
evaluate  appropriate  response  actions  for  residual  soil and  ground  water
contamination which may cause risk to the public.

         In June 1996, the Company was notified by Raytheon Company ("Raytheon")
pursuant to the Massachusetts Oil and Hazardous  Material Release Prevention and
Response Act (the "Massachusetts  Act") of the Company's potential liability for
groundwater  contamination  at Raytheon's  property (the "Raytheon  Site") which
adjoins  the  south  property  line of the  Waltham  Facility.  In that  notice,
Raytheon  stated that (i) it had already  expended in excess of $2.5  million in
connection  with  the  investigation  and  remediation  of  ground  water at its
property,  (ii) future costs associated with the remediation of its property may
exceed $4 million,  and (iii) the total of all past and future investigation and
remediation costs could total about $7 million. In the notice, Raytheon proposed
that the Company pay 50% of all such investigation and remediation costs.

         In  addition,  Raytheon  is a defendant  in an action  brought by Barry
Wright Corporation ("Barry Wright") in the Superior Court of the Commonwealth of
Massachusetts  in which  action Barry Wright  alleges that  contaminated  ground
water is migrating  from the Raytheon Site south onto property  owned by a Barry
Wright  affiliate  (the "Barry  Wright  Site").  In that action  Barry Wright is
seeking  approximately $1 million in response costs from Raytheon.  Barry Wright
and  Raytheon  have both  indicated  their  intention  to name the  Company as a
defendant in that action.

         In July 1996, the Company was notified by Barry Wright  pursuant to the
Massachusetts  Act of the Company's  potential joint and several  liability with
Raytheon  for  reimbursement  of  response  costs  and for  damage  to  property
allegedly resulting from the migration of releases of hazardous materials at the
Waltham  Facility to property  owned by Raytheon,  where the Company's  releases
have become  indivisibly  mixed with releases from the Raytheon Site,  forming a
plume of contaminated  ground water which has migrated and is migrating onto the
Barry  Wright  Site.  Barry  Wright  demanded  approximately  $200,000 for costs
already incurred and  approximately  $700,000 for estimated future costs.  Barry
Wright  also  demanded  any  future  amounts  that  must be spent by it to treat
contaminated inflows beyond the existing ground water contamination at the Barry
Wright  Site,  as well as certain  additional  costs,  not yet known,  which may
become  necessary for dealing with mid-depth  ground water  contamination at the
Barry Wright Site. In that notice, Barry Wright did not suggest an apportionment
of liability between Raytheon and the Company.  Recent communications with Barry
Wright indicate that further  investigation  has revealed that there may in fact
be no future  costs at the Barry  Wright  Site and that the demand  against  the
Company may be reduced to past costs only.

<PAGE>

         A voluminous  number of documents and  technical  data which are in the
possession  of  Raytheon  and/or  Barry  Wright  and which  relate to either the
Raytheon  Site or the  Barry  Wright  Site  have  not yet been  reviewed  by the
Company.  Accordingly, the Company is not able to make a fully informed judgment
as to whether,  and to what extent,  the Company is liable to either Raytheon or
Barry Wright for  investigation or remediation  costs associated with the ground
water contamination at the Raytheon and Barry Wright Sites. However,  based upon
the facts of which management is aware at this time, management does not believe
that the resolution of these matters will have a material  adverse effect on the
Company's financial condition,  results of operations or cash flows, except that
there could be such an effect on cash flows for a particular reporting period.

Pfohl Brothers Landfill

         In April 1992, the New York  Department of  Environmental  Conservation
(the  "NYDEC")  notified  the Company and a number of other  companies  that the
NYDEC  considered  all such entities to be PRPs pursuant to certain  sections of
the New York State Environmental Conservation Law ("NYECL") and certain sections
of CERCLA with respect to a privately  owned landfill in  Cheektowaga,  New York
(the "Pfohl Brothers  Landfill").  The NYDEC has prepared a remedial action plan
for the Pfohl Brothers Landfill which outlines the remediation approach selected
by the NYDEC. Such approach consists of capping,  containment,  and ground water
pumping and treatment.  The NYDEC estimates the cost of its remediation approach
to be approximately  $53,000,000,  but independent parties believe that the cost
could be as much as $60,000,000.  An alternative  remediation  approach has been
presented  to the NYDEC which is estimated  to cost  approximately  $35,000,000.
Whichever remediation approach ultimately is implemented,  the NYDEC is expected
to attempt to recover its entire cost and other costs associated with its effort
at the Pfohl Brothers Landfill from among more than 30 PRPs.

         The Company has entered into a preliminary participation agreement with
23 other companies (collectively the "Pfohl Brothers PRPs") to negotiate jointly
with the  NYDEC  and to  pursue  jointly  non-participating  parties.  The Pfohl
Brothers  PRPs  currently  are  negotiating   with  the  NYDEC   respecting  the
appropriate  remediation  approach to be  implemented.  At this time,  the Pfohl
Brothers PRPs have not determined  the allocated  share of liability for each of
the  Pfohl  Brothers  PRPs,  but based  upon  factual  submissions  of the Pfohl
Brothers PRPs, the Company estimates that, as among the Pfohl Brothers PRPs, its
allocated  share of liability will be between 4% and 5%. It is anticipated  that
the allocation process will be completed in the second quarter of 1997. However,
the  allocation  process  has in the past,  and could  again in the  future,  be
delayed  for a number of reasons,  including  additional  companies  agreeing to
become participating PRPs.

         Based upon the information  obtained to date,  management believes that
any  liability  which the  Company may have with  respect to the Pfohl  Brothers
Landfill  will not have a material  adverse  effect on the  Company's  financial
condition,  results of operations or cash flows, except that there could be such
an effect on cash flows for a particular interim reporting period.

Roblin Steel Site

         In early 1990, the EPA notified the Company that the EPA considered the
Company to be a PRP  pursuant to certain  sections  of CERCLA with  respect to a
site in Tonawanda,  New York (the "Envirotek II Site").  Approximately 300 PRPs,
including the Company, subsequently entered into a consent order with the EPA to
perform a removal  action at the  Envirotek II Site which was  completed  for an
aggregate cost of approximately $2.5 million (the Company's negotiated share was
approximately  $60,000).  The  Envirotek  II Site  received  a  "certificate  of
completion"  of the  removal  work from the EPA,  and the PRP group has paid the
EPA's  demand  for   reimbursement  of  oversight  costs,  thus  completing  all
activities required under the consent order.

<PAGE>

         Based on the removal  phase of the work at the  Envirotek II Site,  the
Company and a number of the other  Envirotek II PRPs  received a demand from the
NYDEC in July 1993  pursuant  to  certain  sections  of NYECL and  CERCLA  for a
remedial   investigation   and  feasibility   study   ("RI/FS"),   and  eventual
remediation,  with  respect to a site which  adjoins the  Envirotek II Site (the
"Roblin  Steel  Site").  Approximately  150  PRPs  (the  "Roblin  Steel  PRPs"),
including the Company,  have joined in a participation  agreement and negotiated
with NYDEC an agreed  scope of work for the RI/FS  (supplementing  work  already
performed as part of the  Envirotek II Removal  Action).  The terms of a consent
order for the implementation of the RI/FS have been negotiated,  but the consent
order has not yet been executed. The estimated cost of the RI/FS is $300,000 and
the Company's assessed share is approximately 4 1/2%.  Efforts are underway to
increase the number of Roblin Steel PRPs from the current  participation,  which
is approximately 150, to the number of persons who were PRPs at the Envirotek II
Site,  approximately  300  persons.  A  consultant  to the Roblin Steel PRPs has
estimated that  "reasonable"  remediation  alternatives  for the site would cost
approximately $2 to $3 million.

         Based upon the information  obtained to date,  management believes that
any  liability  which the Company may have with respect to the Roblin Steel Site
will not have a material  adverse effect on the Company's  financial  condition,
results of operations or cash flows.

Booth Oil Site

         In March 1994,  the  Company  was  notified by the NYDEC that the NYDEC
considered  the Company to be one of  approximately  20 PRPs pursuant to certain
sections of NYECL and CERCLA for past costs incurred by the NYDEC and for future
remediation costs involving a former solvent and petroleum  processing  facility
located in North Tonawanda,  New York (the "Booth Oil Site"). Prior to notifying
the PRPs, the NYDEC  investigated the Booth Oil Site,  performed removal actions
and issued a record of decision  (the "Record of Decision")  prescribing  future
remediation   activities.   The  Record  of  Decision   would  require   on-site
incineration of remaining  hazardous wastes at an estimated cost of $20,000,000.
The PRPs have recommended to the NYDEC alternative  remediation  activities with
an estimated cost of  approximately  $5,000,000.  Although the NYDEC has not yet
agreed to amend or reinterpret the Record of Decision, during 1996 the NYDEC did
allow the PRPs to perform a supplemental remedial investigation to better define
the extent  and  nature of  contamination  at the Booth Oil Site.  Although  the
supplemental  remedial  investigation  has been completed,  a report has not yet
been prepared.  The PRPs also performed an initial allocation of liability among
themselves to apportion the costs of the supplemental remedial investigation.
The amount of the Company's allocation was 1.3%.

         Based upon the information  obtained to date,  management believes that
any liability which the Company may have with respect to the Booth Oil Site will
not have a material adverse effect on the Company's financial condition, results
of operations or cash flows.

Third Party Claims

         The remediation  efforts at the Pfohl Brothers Landfill (see discussion
above) have generated a number of lawsuits in which the plaintiffs seek recovery
either  for  personal  injury as a result of  exposure  to  hazardous  materials
deposited in the Pfohl Brothers  Landfill or for property  damage as a result of
the  proximity of their land to the Pfohl  Brothers  Landfill.  The  Company,  a
majority of the other  Pfohl  Brothers  PRPs and a number of other  corporations
currently are defendants in twelve such cases, seven of which are pending in New
York State  Supreme  Court,  Erie  County  and five of which are  pending in the
United  States  District  Court for the  Western  District  of New  York.  These
lawsuits  involve  more than 90  plaintiffs,  many of whom are seeking  punitive
damages in addition to compensatory damages. Additional lawsuits are expected to
be filed  against  the Company  and a number of other  defendants  in the coming
months,  in part as a result of the publicity  received by the pending lawsuits.
In each of the pending  lawsuits the Company is either being defended or expects
to be  defended  on a joint  defense  basis by  counsel  selected  by the  Pfohl
Brothers PRPs. The Company  intends to defend each of these lawsuits  vigorously
and believes that it has meritorious defenses to all claims.

         Based  upon  the  information  obtained  to date,  management  does not
believe  that  the  outcome  of any of  these  matters,  or all of  them  in the
aggregate,  will  have a  material  adverse  effect on the  Company's  financial
condition,  results of operations or cash flows, except that there could be such
an effect on cash flows for a particular interim reporting period.

<PAGE>

Employees

         At December 31, 1996, the Company had approximately 7,700 employees, of
whom  approximately  6,000  were  engaged in  production  and  distribution  and
approximately 325 were employed on a part time or temporary basis. Approximately
3,450 of the Company's  employees were employed in the United States and of such
employees  approximately  880 were covered by  agreements  with  domestic  labor
organizations  pursuant to six separate contracts expiring between April 1, 1997
and June 30, 2000.  Approximately  4,280 of the Company's employees are employed
outside the United States,  including  approximately 860 in Wales, Australia and
Argentina and approximately 3,420 in Mexico.  Substantially all of the Company's
Mexican  employees  are  represented  by labor  unions  sponsored by the Mexican
government.  The  Company  considers  its  relations  with its  employees  to be
satisfactory.



Executive Officers of the Registrant

        Name              Age                  Position
------------------------  ---  -------------------------------------------------
John P. "Jack" Reilly     53   Director, President and Chief Executive Officer

Thomas K. Erwin           47   Senior Vice President and Chief Financial Officer

W. Thomas Margetts        60   Senior Vice President - Corporate Development

Thomas F. Plocinik        55   President of Trico

Robert W. Priebe          63   Senior Vice President - International

William S. Wade, Jr.      49   Senior Vice President - Sales & Marketing

Anthony W. Graziano, Jr.  55   Vice President and General Counsel; Secretary

Business Experience of Executive Officers

John P. "Jack"  Reilly has been a Director  and  President  and Chief  Executive
Officer of Stant since  January  1997.  From January 1995 until January 1997, he
served as Chief Executive Officer of Figgie  International  Inc.  ("Figgie") and
also served as its  President  from  February  1995 until he joined the Company.
Figgie is a manufacturer  of guidance and navigation  systems,  life support and
air purifying  products and self-propelled  aerial work platforms.  From 1993 to
1994,  Mr.  Reilly  was  President  and Chief  Operating  Officer  of  Brunswick
Corporation ("Brunswick"),  a world leader in marine power, pleasure boating and
recreation equipment; and from 1987 to 1993 he was President and Chief Executive
Officer of Tenneco Automotive, a producer of automotive components.

Thomas K. Erwin has been Senior Vice  President and Chief  Financial  Officer of
Stant since February 10, 1997. Prior thereto he was associated with Brunswick in
various  executive  capacities  for 18 years,  including  serving  as  Corporate
Controller of Brunswick from 1988 until 1996.

W. Thomas  Margetts  has  been  Senior  Vice  President - Corporate  Development
of Stant since October  1994.  He served Stant as Senior Vice  President - Human
Resources and Legal from 1991 until October 1994. Mr. Margetts also served Stant
as Secretary from July 1993 until October 1994.

Thomas F. Plocinik,  a certified public accountant,  has been President of Trico
since  April  1995.  From 1991  until  August  1995,  he  served as Senior  Vice
President - Finance and Chief Financial  Officer of Stant and from 1989 to 1991,
he held executive positions at STC.

<PAGE>

Robert W. Priebe has been Senior Vice President -  International  of Stant since
July 1994. He served Stant as Senior Vice President - Original  Equipment  Sales
and International from 1991 until July 1994.

William S. Wade,  Jr. will join the  Company as Senior Vice  President - Sales &
Marketing  on April 1,  1997.  From May 1995  until  March  1997,  Mr.  Wade was
President and Chief Executive  Officer of FAG Bearings Corp.,  the third largest
bearing  company in the world and a subsidiary  of FAG  Kugelfisdner  (Germany).
Prior  thereto,  Mr. Wade served for more than eight  years as  President  of CR
Services,  a manufacturer  and  distributor  of seals,  bearings and heavy truck
accessories.

Anthony W.  Graziano,  Jr. has been Vice  President  and  General  Counsel,  and
Secretary of Stant since October  1994.  From April 1993 until June 1994, he was
Executive Vice President and General Counsel of Triarc Companies, Inc., which at
that time was  engaged,  through its  subsidiaries,  in fast food,  soft drinks,
textiles and liquefied  petroleum  gas. From its formation in January 1989 until
April 1993, Mr. Graziano was Senior Vice President Legal Affairs of Trian Group,
Limited  Partnership,  which provided investment banking and management services
for entities controlled by Nelson Peltz and Peter W. May.

         On  February 5, 1997,  the  Company  announced  the  relocation  of its
corporate headquarters from Richmond,  Indiana to the Greater Chicago Area. That
action  constituted  an  Event  of  Termination  as  defined  in the  Employment
Agreements  between the Company and Messrs.  Margetts  and Graziano and entitled
them either to (i) accept a relocation of their place of work or (ii)  terminate
their  employment  effective  April 5, 1997 and  receive  payment  of their then
current base salary for one year. To date, neither Mr. Margetts nor Mr. Graziano
has agreed to the relocation of his place of work.


<PAGE>


Item 2.  PROPERTIES

The following  table sets forth  certain  information  concerning  the Company's
principal physical properties as of December 31, 1996:

<TABLE>

<CAPTION>
                                                                                           Approx.
                                                                                           Square         Nature of
Location                             Primary Use (Principal Product)                      Footage         Occupancy
--------                             -------------------------------                      -------         ---------  
<S>                                  <C>                                                  <C>              <C>
Richmond, Indiana                    Corporate and Administration                           9,200            Leased
Brownsville, Texas                   Manufacturing (Wipers) and                           340,000            Owned (2)
                                       Administration
Buffalo, New York                    Manufacturing (Wipers)                               698,000            Owned
                                       and Engineering
Buffalo, New York                    Manufacturing (Heaters),                             155,000            Owned (1)
                                       Administration and Engineering
Columbia, Missouri                   Manufacturing (Clamps)                               127,800            Owned (1)
Connersville, Indiana                Manufacturing (Caps and Valves),                     280,000            Owned (1)
                                       Administration and Engineering
Dixon, Illinois                      Manufacturing (Power Steering                        331,800            Owned (1)
                                       Hose and Fittings) and
                                       Distribution (Tools)
Granite Falls, Minnesota             Manufacturing (Tools)                                130,000            Owned (1)
                                       and Engineering
Pine Bluff, Arkansas                 Manufacturing (Caps)                                 227,000            Owned (1)
St. Augustine, Florida               Manufacturing (Clamps),                              144,000            Owned (1)
                                       Administration and Engineering
Spencer, Iowa                        Manufacturing and Distribution (Grease               114,400            Owned
                                     Guns and Fittings)
Vanceboro, North Carolina            Manufacturing (Wipers)                                44,750            Owned (1)

<PAGE>
                                                                                           Approx.
                                                                                           Square         Nature of
Location                             Primary Use (Principal Product)                      Footage         Occupancy
--------                             -------------------------------                      -------         ---------  
Waltham, Massachusetts               Manufacturing (Thermostats and                       180,000            Owned (1)
                                       Bellows), Administration and
                                       Engineering
Buenos Aires, Argentina              Manufacturing (Wipers),                               20,000            Leased
                                       Administration and Engineering
Pontypool, Wales                     Manufacturing (Wipers),                              180,000            Owned
                                       Administration and Engineering
Springvale, Australia                Manufacturing (Wipers),                               55,000            Owned
                                       Administration and Engineering
Telford, England                     Manufacturing (Linkages)                              15,000            Leased
Juarez, Mexico                       Assembly (Grease Guns and Tools)                      60,000            Owned (3)
Matamoros, Mexico                    Assembly (Clamps, Flashers)                           66,000            Owned (3)
Matamoros, Mexico                    Assembly (Wipers)                                    365,000            Owned
Tijuana, Mexico                      Assembly (Remanufactured                              29,000            Owned (3)
                                       Power Steering Units)
Brownsville, Texas                   Distribution (Wipers)                                100,000            Leased
Chula Vista, California              Distribution (Remanufactured Power                    10,000            Leased
                                       Steering Units)
Fort Erie, Ontario, Canada           Distribution (Wipers)                                 12,500            Leased
Rochester Hills, Michigan            Engineering and OEM Sales Office (Wipers)             81,000            Leased
Buffalo, New York                    Subsidiary Office (Trico)                              7,500            Leased
Buffalo Grove, Illinois              Division Office (Plews/Edelmann                       12,100            Leased
                                       Division)
Heston, England                      Sales Office (Wipers)                                  4,000            Leased
Southfield, Michigan                 OEM Sales Office (Caps)                                2,000            Leased

</TABLE>

         Certain of the Company's manufacturing locations also have distribution
facilities.  The Company believes that its physical  properties taken as a whole
are suitable and adequate to maintain  current and projected  manufacturing  and
distribution  needs.  A  significant  portion  of the wiper  facility  which the
Company  owns in  Buffalo,  New York is surplus  to the  Company's  present  and
anticipated  future needs, and approximately  80,500 square feet of office space
in that facility is currently leased to an unaffiliated third party. The Company
continues to evaluate its options concerning this facility.




-----------------------------

(1) Subject to mortgages and liens  securing  indebtedness  under the  Company's
    Credit Agreement with a syndicate of banks.

(2) The building is owned but the real estate is leased.

(3) The underlying land is legally owned by the Government of Mexico and is held
    in trust with a maquiladora corporation owned by
    the Company as beneficiary.

<PAGE>

Item 3.  LEGAL PROCEEDINGS

         In addition  to the  environmental  matters  referred to under "Item 1.
Business-Environmental  Compliance,"  the Company is  involved in various  legal
proceedings incident to the normal conduct of its business. Although the outcome
of any pending legal  proceeding  cannot be predicted  with any  certainty,  the
Company estimates the range of loss for all pending legal proceedings to be from
$8.0  million  to  $13.0  million  and,  at  December  31,  1996,   had  accrued
approximately  $11.3 million for these matters. In part because of this accrual,
and based upon the information  obtained to date,  management believes that such
legal proceedings,  individually and in the aggregate,  will not have a material
adverse effect on the Company's  financial  condition,  results of operations or
cash  flows,  except  that  there  could be such an effect  on cash  flows for a
particular interim financial reporting period.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         There were no matters  submitted to a vote of security  holders  during
the quarter ended December 31, 1996.


<PAGE>


PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
           STOCKHOLDER MATTERS

         Since the initial public offering of Stant's common stock in July 1993,
shares of Stant's  common stock have traded on the NASDAQ Stock Market under the
symbol "STNT." On March 14, 1997, the number of record and beneficial holders of
Stant's common stock was  approximately 245 and 1,225,  respectively  (excluding
individuals  who only  hold  shares  of  common  stock as a result  of  employer
contributions  to the Company's  401(k) plan).  Information  with respect to the
high and low sale  prices of Stant's  common  stock,  as  reported by the NASDAQ
Stock Market,  and dividends  declared and paid per share,  during 1996 and 1995
are set forth below.
<TABLE>
<CAPTION>
1996 Stock Price and Dividends Paid      1995 Stock Price and Dividends Paid
--------------------------------------  ----------------------------------------
             High     Low    Dividends                High     Low     Dividends
--------------------------------------  ----------------------------------------
<S>        <C>       <C>          <C>    <C>        <C>       <C>           <C>       
1st Qtr.   $12.25    $9.25        $.02   1st Qtr.   $16.25    $12.50        $.02
--------------------------------------  ----------------------------------------
2nd Qtr.    12.00     9.75         .02   2nd Qtr.    14.00     10.00         .02
--------------------------------------  ----------------------------------------
3rd Qtr.    11.75     9.50         .02   3rd Qtr.    11.75      9.25         .02
--------------------------------------  ----------------------------------------
4th Qtr.    15.75     9.75         .02   4th Qtr.    10.50      8.50         .02
--------------------------------------  ----------------------------------------
</TABLE>
         Although  the  agreement  pursuant to which the  Company  has  incurred
certain  long-term debt restricts the payment of dividends,  such agreement does
not restrict the payment of dividends at the current  quarterly rate. See Note 7
of Notes to Consolidated Financial Statements on pages 35, 36 and 37 of the 1996
Annual Report.


<PAGE>
Item 6. SELECTED FINANCIAL DATA
<TABLE>
($ In Thousands, Except Share Data)
<CAPTION>

Year Ended December 31,
---------------------------------------------------------------------------------------------------------
Selected Income Statement Data                          1996 *      1995     1994 *     1993      1992
---------------------------------------------------------------------------------------------------------
<S>                                                    <C>        <C>       <C>       <C>       <C>
Net Sales                                              $657,067   $612,358  $287,946  $253,567  $234,368
Cost of Sales                                           490,103    464,460   189,349   164,219   153,785
---------------------------------------------------------------------------------------------------------
Gross Margin                                            166,964    147,898    98,597    89,348    80,583
Operating Expenses                                      110,320    100,270    67,193    62,012    55,091
---------------------------------------------------------------------------------------------------------
Income From Operations                                   56,644     47,628    31,404    27,336    25,492
Interest Expense and Other Charges                       17,875     20,817     3,129     5,694     9,235
---------------------------------------------------------------------------------------------------------
Income Before Income Taxes, Extraordinary
    Loss and Cumulative Effect of
    Accounting Changes                                   38,769     26,811    28,275    21,642    16,257
Income Taxes                                             17,350     12,152    11,876     9,653     7,564
---------------------------------------------------------------------------------------------------------
Income Before Extraordinary Loss and
    Cumulative Effect of Accounting Changes              21,419     14,659    16,399    11,989     8,693
Extraordinary Loss                                           --         --      (435)   (3,322)       --
Cumulative Effect of Accounting Changes                      --         --      (418)   (7,105)       --
---------------------------------------------------------------------------------------------------------
Net Income                                               21,419     14,659    15,546     1,562     8,693
Preferred Dividends                                          --         --        --    (1,276)   (1,956)
---------------------------------------------------------------------------------------------------------
Net Income Applicable to Common Stock                  $ 21,419   $ 14,659  $ 15,546  $    286  $  6,737
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------
Selected Per Share Data
---------------------------------------------------------------------------------------------------------
Income Before Extraordinary Loss and
    Cumulative Effect of Accounting Changes
       Primary Basis                                   $   1.28   $   0.88  $   0.97  $   0.80  $   0.65
       Fully Diluted Basis                                 1.26       0.88      0.97      0.78      0.65
Net Income
       Primary Basis                                       1.28       0.88      0.92      0.02      0.65
       Fully Diluted Basis                                 1.26       0.88      0.92      0.02      0.65
Cash Dividend per Share (Post Offering)                    0.08       0.08      0.08      0.04

---------------------------------------------------------------------------------------------------------
Selected Balance Sheet Data
---------------------------------------------------------------------------------------------------------
Total Assets                                           $581,571   $573,536  $584,026  $241,908  $240,718
Total Debt                                              222,984    250,383   260,190    35,639   115,755
Preferred Stock                                              --         --        --        --    17,536

---------------------------------------------------------------------------------------------------------
Selected Statement of Cash Flow Data
---------------------------------------------------------------------------------------------------------
Cash Flows Provided By (Used in)Operating Activities  $ 70,884    $ 22,106  $ 27,319  $ 20,402  $ 11,739

---------------------------------------------------------------------------------------------------------
Net Sales by Market
---------------------------------------------------------------------------------------------------------
North America:
    Original Equipment                                 $300,192   $279,240  $ 73,720  $ 58,097  $ 52,717
    Aftermarket                                         261,465    240,059   176,753   165,878   152,066
    Industrial                                           41,073     36,895    35,035    29,592    29,585
---------------------------------------------------------------------------------------------------------
Total North America                                     602,730    556,194   285,508   253,567   234,368
---------------------------------------------------------------------------------------------------------
Foreign:
    Original Equipment                                   27,712     29,795     1,287        --        --
    Aftermarket                                          26,625     26,369     1,151        --        --
---------------------------------------------------------------------------------------------------------
Total Foreign                                            54,337     56,164     2,438        --        --
---------------------------------------------------------------------------------------------------------
Total                                                  $657,067   $612,358  $287,946  $253,567  $234,368
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
</TABLE>

* Reflects the  acquisition  of  the  Lubrimatic  Division on  November 1, 1996;
FEDCO Automotive  Components  Company,  Inc.  on  September 1, 1994;  and  Trico
Products Corporation on December 13, 1994.

<PAGE>

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS

         The information required by Item 7 is incorporated herein by  reference
to pages 20 through 27 of the 1996 Annual Report.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The information required by Item 8 is incorporated herein by  reference
to pages 28 through 47 of the 1996 Annual Report.

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE

         Not Applicable.

<PAGE>

PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Except  to the  extent  included  in  PART I under  "Item 1 -  Business
Executive  Officers  of the  Registrant"  and  "Item  1 -  Business  -  Business
Experience  of  Executive  Officers,"  the  information  required  by Item 10 is
incorporated  herein  by  reference  to the  material  captioned  "Nominees  for
Directors"  on pages 2 and 3 in the  Company's  Proxy  Statement  for its annual
meeting of stockholders  to be held  Wednesday,  April 30, 1997 (the "1997 Proxy
Statement"). The 1997 Proxy Statement was filed with the Securities and Exchange
Commission  ("SEC") at the time of the mailing of the Proxy Statement to Stant's
stockholders.

Item 11.  EXECUTIVE COMPENSATION

         The information required by Item 11 is incorporated herein by reference
to the  material  captioned  "Compensation  of  Executive  Officers"  on pages 7
through 15 in the 1997 Proxy Statement.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT

         The information required by Item 12 is incorporated herein by reference
to the material captioned  "Security  Ownership of Certain Beneficial Owners and
Management" on pages 5 and 6 in the 1997 Proxy Statement.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information required by Item 13 is incorporated herein by reference
to the material  captioned  "Certain  Transactions"  on page 7 in the 1997 Proxy
Statement.

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
             AND REPORTS ON FORM 8-K

  a.  Documents Filed as Part of this Report:
           1. Financial  Statements - The following financial  statements
           are incorporated herein by reference to pages 28 through 47 of
           the 1996 Annual Report:
                 o Consolidated Balance Sheets as of December 31, 1996
                   and 1995 
                 o Consolidated  Statements of Income for the
                   years ended December 31, 1996, 1995 and 1994
                 o Consolidated Statements of Stockholders' Equity for the years
                   ended December 31, 1996, 1995 and 1994
                 o  Consolidated Statements of Cash Flows for the years ended
                    December 31, 1996, 1995 and 1994
                 o  Notes to the Consolidated Financial Statements
                 o  Independent Auditors' Report


           2.   Financial  Statement  Schedule - The following  financial
                statement  schedule  and  Independent   Auditors'  Report
                thereon are included in this Form 10-K:

                             Schedule                                      Page
                             --------                                      ---- 
                 o Independent Auditors' Report ............................S-1

                 o Schedule II - Valuation and Qualifying Accounts..........S-2

           3.   Exhibits - See "Exhibit Index" beginning on page 27.

  b.  Report on Form 8-K:
                 o None

<PAGE>

<TABLE>

<CAPTION>

                                  EXHIBIT INDEX
                                                                        Exhibit
Exhibit                                                                  Page
Number     Description                                                  Number
-------    -----------                                                  ------- 
<S>        <C>                                                            <C>  
3.1        Certificate of Incorporation of the Registrant                   *
           is incorporated by reference to Exhibit No. 3.1
           of Stant's Registration Statement on Form S-1, 
           SEC File No. 33-63914 (the "Form S-1").

3.2        By-Laws of the Registrant are incorporated by                    *
           reference to Exhibit No. 3.2 of the Form S-1.

4.1        Form of Common Stock Certificate of the Registrant               * 
           is incorporated by reference to Exhibit No. 4.1 
           of the Form S-1.

10.1       $325 million Credit Agreement, dated December 12, 1994           *
           (the "Credit Agreement"), among Stant, various lending
           institutions and Chemical Bank, as agent is incorporated
           by reference to Amendment No. 2, dated December 13, 1994,
           to Stant's Schedule 14D-1/13D dated November 8, 1994, 
           relating to the acquisition of Trico, SEC File No. 0-870
           (the "Schedule 14D-1/13D")

10.2       First Amendment, dated as of June 27, 1995, to the               *
           Credit Agreement is incorporated by reference to 
           Exhibit 10.2 of Stant's Annual Report on Form 10-K 
           for the year ended December 31, 1995 (the "1995 
           Form 10-K").

10.3       Second Amendment, dated as of December 20, 1995,                 *
           to the Credit Agreement is incorporated  by reference
           to Exhibit 10.3 of the 1995 Form 10-K.

10.4       Third Amendment, dated as of October 31, 1996,                  E-1
           to the Credit Agreement.                   

10.5       Employment Agreement, dated January 23, 1997,                   E-9
           between Stant and J.P. Reilly.              

10.6       Employment Agreement, dated February 10, 1997,                 E-25 
           between Stant and Thomas K. Erwin.        

10.7       Form of Employment Agreement, dated October 31, 1996,          E-42
           between Stant and certain executive officers of Stant.

10.8       Stant Pension Restoration Plan, effective                        *
           December 5, 1990, as revised December 15, 1993 is
           incorporated by reference to Exhibit 10.4 of Stant's 
           Annual Report on Form 10-K for the year ended
           December 31, 1993 (the "1993 Form 10-K").

10.9       Management Advisory Services Agreement, dated                    *
           July 1, 1993, between Stant and Bessemer Partners, L.P.
           (the "Management Agreement") is incorporated by reference
           to Exhibit 10.11 of the Form S-1.

10.10      Assignment to Bessemer Partners & Co. of the Management          *
           Agreement is incorporated by reference to Exhibit 10.6
           of the 1993 Form 10-K.

10.11      Amendment to the Management Agreement, dated                     *
           December 12, 1994, is incorporated by reference to 
           Exhibit 10.11 of Stant's Annual Report on Form 10-K
           for the year ended December 31, 1994 (the "1994 
           Form 10-K").

10.12      Form of the 1987, 1988, 1990 and 1991 Non-Qualified              *
           Stock Option Agreements is incorporated by reference
           to Exhibits 4.2, 4.3, 4.4, 4.5, 4.6, 4.7 and 4.8 of the
           Form S-1.

10.13      1993 Stock Option Plan for Key Employees of Stant and            *
           its Subsidiaries is incorporated by reference to Exhibit
           No. 10.15 of the Form S-1.

10.14      Stock Option Plan for Directors (1993) is incorporated           *
           by reference to Exhibit 10.14 of the 1994 Form 10-K.

11         Statement Regarding Computation of Per Share Earnings          E-59

13         1996 Annual Report to Stockholders, pages 20 through 47        E-60

21         Subsidiaries of the Registrant                                 E-89

23         Consent of Deloitte & Touche LLP to the incorporation by       E-90
           reference in Stant's S-8 Registration Statement 
           (No. 33-91812) of that firm's reports, dated February 12,
           1997.

27         Financial Data Schedule

</TABLE>

           *  Incorporated by reference.

<PAGE>

                                   Signatures

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                     Stant Corporation



Date:  March 27, 1997

                                     By J.P.Reilly
                                        ----------
                                        J.P. Reilly
                                        President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on March 27, 1997 by the following  persons on behalf of
the Registrant in the capacities indicated:

Signature                                            Title


J.P. Reilly
------------------------------              Director, President and
(J.P. Reilly)                                 Chief Executive Officer
                                              (Principal Executive Officer)

Thomas K. Erwin
------------------------------              Senior Vice President and
(Thomas K. Erwin)                             Chief Financial Officer
                                              (Principal Financial and
                                              Accounting Officer)

Ward W. Woods
------------------------------             Chairman of the Board and Director
(Ward W. Woods)

Ogden M. Phipps
------------------------------              Director
(Ogden M. Phipps)

Robert D. Lindsay
------------------------------              Director
(Robert D. Lindsay)

Edward O. Gaylord
------------------------------              Director
(Edward O. Gaylord)

A. William Reynolds
------------------------------              Director
(A. William Reynolds)

<PAGE>

INDEPENDENT AUDITORS' REPORT



The Board of Directors and Stockholders of Stant Corporation:

We have audited the consolidated  financial  statements of Stant Corporation and
subsidiaries  as of December 31, 1996 and 1995,  and for each of the three years
in the period ended  December 31, 1996, and have issued our report thereon dated
February 12, 1997;  such  financial  statements  and report are included in your
1996 Annual Report to Stockholders and are incorporated herein by reference. Our
audits also included the financial  statement  schedule of Stant Corporation and
subsidiaries,  listed  in Item 14.  This  financial  statement  schedule  is the
responsibility of the Company's management.  Our responsibility is to express an
opinion based on our audits. In our opinion,  such financial statement schedule,
when considered in relation to the basic consolidated financial statements taken
as a whole,  presents fairly in all material  respects the information set forth
therein.





DELOITTE & TOUCHE LLP
Cincinnati, Ohio
February 12, 1997





















                                                         S-1

<PAGE>

<TABLE>
                                                                                                     SCHEDULE II

                                        STANT CORPORATION AND SUBSIDIARIES

                                        VALUATION AND QUALIFYING ACCOUNTS
                                   Allowance for Doubtful Accounts Receivable
                               For the Years Ended December 31, 1996, 1995, 1994
                                               ($ in Thousands)

<CAPTION>

                                             Balance at                                               Balance
                                             Beginning     Charged to     Deductions -    Other       at End of
                                              of Year       Expense           Net        Changes(1)    Year
                                             ----------    ----------    -------------   ----------  ---------
<S>                                           <C>           <C>              <C>           <C>          <C> 
Year Ended December 31, 1996...........          $2,193        $1,518           $1,831         $157     $2,037
                                                 ------        ------           ------        -----     ------
                                                 ------        ------           ------        -----     ------

Year Ended December 31, 1995...........          $1,828        $2,164           $1,671        ($128)    $2,193
                                                 ------        ------           ------        -----     ------
                                                 ------        ------           ------        -----     ------

Year Ended December 31, 1994...........          $1,109        $  312           $  330         $737     $1,828
                                                 ------        ------           ------        -----     ------
                                                 ------        ------           ------        -----     ------


</TABLE>
























----------------------------

(1) Reflects additions or adjustments related to acquired businesses.



                                       S-2