<PAGE>   1
--------------------------------------------------------------------------------

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

                                    FORM 10-Q
(Mark One)

|X|  QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                For the quarterly period ended DECEMBER 31, 1998

                                       OR

|_|  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

    For the transition period from ___________________ to __________________

                         Commission file number: 1-2917

                          THE STANDARD PRODUCTS COMPANY
             (Exact Name of Registrant as Specified in Its Charter)

                 OHIO                                   34-0549970    
    (State or Other Jurisdiction of                   (IRS Employer   
    Incorporation or Organization)                 Identification No.)

                             2401 SOUTH GULLEY ROAD
                            DEARBORN, MICHIGAN 48124
               (Address of Principal Executive Offices)(Zip Code)

       Registrant's telephone number, including area code: (313) 561-1100



      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. |_|

      THE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF FEBRUARY 5, 1999 
WAS 16,078,842 SHARES.


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

                        This report consists of 14 pages.



<PAGE>   2

                          THE STANDARD PRODUCTS COMPANY
                          QUARTERLY REPORT ON FORM 10-Q

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

<S>     <C>                                                                                                    <C>
PART I.  FINANCIAL INFORMATION                                                                                 PAGE
Item 1.   Financial Statements

          Consolidated Statements of Operations..............................................................   3

          Consolidated Balance Sheets........................................................................   4

          Consolidated Statements of Cash Flows..............................................................   5

          Notes to Consolidated Financial Statements.........................................................   6

Item 2.   Management's Discussion and Analysis of Results of Operations and Financial Condition..............   9

PART II.  OTHER INFORMATION
Item 1.   Legal Proceedings..................................................................................  12

Item 2.   Changes in Securities..............................................................................  12

Item 3.   Defaults upon Senior Securities....................................................................  12

Item 4.   Submission of Matters to a Vote of Security-Holders................................................  12

Item 5.   Other Information..................................................................................  12

Item 6.   Exhibits and Reports on Form 8-K...................................................................  13



SIGNATURES    ...............................................................................................  14
</TABLE>





Unless otherwise indicated, references to "Company" mean The Standard Products
Company and its subsidiaries and reference to a fiscal year means the Company's
year ended June 30 of the same year (e.g., "fiscal 1999" refers to the period
beginning July 1, 1998 and ending June 30, 1999).



                                       2
<PAGE>   3




PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS



             THE STANDARD PRODUCTS COMPANY AND SUBSIDIARY COMPANIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       FOR THE PERIODS ENDED DECEMBER 31,
                                   (UNAUDITED)
                    (THOUSANDS OF DOLLARS, EXCEPT SHARE DATA)


<TABLE>
<CAPTION>

                                                                     THREE MONTHS                        SIX MONTHS
                                                             -----------------------------     -------------------------------
                                                                 1998             1997             1998             1997
                                                                 ----             ----             ----             ----
<S>                                                          <C>              <C>              <C>              <C>        
Net Sales...............................................     $   276,237      $   282,544      $   508,053      $   528,717

Cost of Goods Sold:
   Materials, wages and other manufacturing costs.......         233,894          232,200          432,725          440,712
   Research, engineering and development expenses.......          11,921           11,040           22,518           21,464
                                                             -----------      -----------      -----------      -----------
                                                                 245,815          243,240          455,243          462,176
                                                             -----------      -----------      -----------      -----------

     Gross income........................................         30,422           39,304           52,810           66,541

Selling, General and Administrative Expenses ............         19,909           19,832           38,082           37,156
                                                             -----------      -----------      -----------      -----------
    Operating Income.....................................         10,513           19,472           14,728           29,385
                                                             -----------      -----------      -----------      -----------


Other (Income) Expense:
   Royalty and dividend income..........................            (132)             (42)            (421)            (260)
   Interest expense.....................................           3,588            3,202            6,561            6,158
   Other, net...........................................            (402)           1,463              452            4,066
                                                             -----------      -----------      -----------      -----------
                                                                   3,054            4,623            6,592            9,964
                                                             -----------      -----------      -----------      -----------

Income before Taxes on Income...........................           7,459           14,849            8,136           19,421
Provision for Taxes on Income...........................           2,604            6,088            2,848            7,849
                                                             -----------      -----------      -----------      -----------

   Net Income...........................................     $     4,855      $     8,761      $     5,288      $    11,572
                                                             ===========      ===========      ===========      ===========

Earnings Per Common Share:
   Basic................................................     $      0.30      $      0.52      $      0.32      $      0.69
                                                             ===========      ===========      ===========      ===========
   Diluted..............................................     $      0.30      $      0.52      $      0.32      $      0.68
                                                             ===========      ===========      ===========      ===========

Weighted average shares outstanding (in thousands):
   Basic................................................          16,083           16,849           16,387           16,838
                                                             ===========      ===========      ===========      ===========
   Diluted..............................................          16,087           16,926           16,397           16,907
                                                             ===========      ===========      ===========      ===========

Dividends declared per share............................     $      0.18      $      0.17      $      0.35      $      0.34
                                                             ===========      ===========      ===========      ===========
</TABLE>



        The accompanying notes are an integral part of these statements.



                                       3
<PAGE>   4



             THE STANDARD PRODUCTS COMPANY AND SUBSIDIARY COMPANIES
                           CONSOLIDATED BALANCE SHEETS
                             (THOUSANDS OF DOLLARS)


<TABLE>
<CAPTION>
                                                                                  (UNAUDITED)
                                                                                  DECEMBER 31,           JUNE 30,
                                                                                      1998                 1998
                                                                                -----------------    -----------------
<S>                                                                             <C>                  <C>    
ASSETS
Current Assets:
   Cash and cash equivalents...............................................     $           --       $       1,625
   Receivables, less allowances of $3,813 at December 31 and
     $3,949 at June 30 (Note 4)............................................            141,227             151,535
   Inventories (Note 2)....................................................             61,727              61,139
   Prepaid insurance, taxes, etc...........................................             32,727              25,319
                                                                                --------------       -------------
      Total current assets.................................................            235,681             239,618

Property, Plant and Equipment, at cost.....................................            664,672             624,188
  Less - Accumulated depreciation..........................................           (314,853)           (293,836)
                                                                                --------------       -------------
                                                                                       349,819             330,352

Goodwill, net..............................................................             78,995              63,617
Other Assets...............................................................             58,905              50,659
                                                                                --------------       -------------
                                                                                $      723,400       $     684,246
                                                                                ==============       =============
LIABILITIES AND SHAREHOLDERS' EQUITY 
Current Liabilities:
  Short-term notes payable.................................................     $       21,871       $      14,994
  Current maturities of long-term debt.....................................             38,831              14,031
  Accounts payable and accrued expenses....................................            152,912             183,646
  Dividend payable.........................................................              2,894               2,869
                                                                                --------------       -------------

   Total current liabilities...............................................            216,508             215,540

Long-term Debt, net of current maturities..................................            142,941              92,457

Other Postretirement Benefits..............................................             25,531              24,362

Deferred Income Taxes and Other Credits....................................             57,590              51,715

Commitments and Contingent Liabilities (Note 3)
Shareholders' Equity:
   Serial preferred shares, without par value, authorized 6,000,000 voting
     And 6,000,000 non-voting shares, none issued..........................                 --                  --
   Common shares, par value $1 per share; authorized 50,000,000 shares,
     16,921,892 shares issued and 16,078,842 shares outstanding at December 31
     and 16,877,693 shares issued and outstanding
     At June 30............................................................             16,922              16,878
   Paid-in capital.........................................................            100,033              99,462
   Common stock held in Treasury, 843,050 shares at cost...................            (20,141)                 --
   Retained earnings.......................................................            202,260             202,599
   Accumulated other comprehensive income..................................            (18,244)            (18,767)
                                                                                --------------       -------------
    Total shareholders' equity.............................................            280,830             300,172
                                                                                --------------       -------------
                                                                                $      723,400       $     684,246
                                                                                ==============       =============
</TABLE>


         The accompanying notes are an integral part of these statements.




                                       4
<PAGE>   5



             THE STANDARD PRODUCTS COMPANY AND SUBSIDIARY COMPANIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

                             (THOUSANDS OF DOLLARS)


<TABLE>
<CAPTION>

                                                                                    SIX MONTHS ENDED DECEMBER 31,
                                                                                ---------------------------------------
                                                                                      1998                  1997
                                                                                -----------------     -----------------

<S>                                                                             <C>                   <C>          
Cash Flows from Operating Activities:
Net income ................................................................     $       5,288         $      11,572
Adjustments to reconcile net income to net cash provided by (used for)
   Operating activities:
   Depreciation and amortization...........................................            27,366                29,882
   Deferred taxes and other credits........................................               878                 1,177
   Effect of changes in foreign currency...................................              (166)                1,680
   Other ..................................................................            (2,265)               (1,447)
    Net changes in assets and liabilities:
       Receivables.........................................................            13,201                23,923
       Inventories.........................................................               (47)                2,681
       Accounts payable and accrued expenses...............................           (33,145)              (29,309)
       Other current assets and liabilities................................            (8,833)                  438
                                                                                -------------         -------------
            Net cash provided by operating activities......................             2,277                40,597

Cash Flows from Investing Activities:
    Purchase of property, plant and equipment, net..........................          (37,329)              (32,281)
    Investment in affiliates and nonconsolidated entities..................            (2,469)                 (107)
    Cash paid for acquisitions..............................................          (19,450)                   --
                                                                                -------------         -------------
         Net cash used by investing activities.............................           (59,248)              (32,388)

Cash Flows from Financing Activities:
   Proceeds of long-term borrowings........................................            88,415                   127
   Repayment of long-term borrowings ......................................           (13,865)               (1,474)
   Net increase (decrease) in short-term borrowings........................             7,371                (5,676)
   Stock repurchase........................................................           (20,141)                   --
   Cash dividends..........................................................            (5,628)               (5,729)
                                                                                -------------         --------------
         Net cash provided by (used by) financing activities...............            56,152               (12,752)

Effect of exchange rate changes on cash....................................              (806)                  345
                                                                                -------------         -------------

Net decrease in cash and cash equivalents..................................            (1,625)               (4,198)

Cash and cash equivalents at the beginning of the period...................             1,625                 6,972
                                                                                -------------         -------------

Cash and cash equivalents at the end of the period.........................     $          --         $       2,774
                                                                                =============         =============
</TABLE>



        The accompanying notes are an integral part of these statements.




                                       5
<PAGE>   6



             THE STANDARD PRODUCTS COMPANY AND SUBSIDIARY COMPANIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 1998

                    (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
                    -----------------------------------------





(1)      BASIS OF PRESENTATION

         The accompanying consolidated financial statements have been prepared
by management and, in the opinion of management, contain all adjustments,
consisting of normal recurring adjustments, necessary to present fairly the
financial position of the Company as of December 31, 1998 and June 30, 1998, and
the results of its operations for the six months ended December 31, 1998 and
1997 and cash flows for the six months ended December 31, 1998 and 1997. The
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 1998. Results for
interim periods are not necessarily indicative of those to be expected for the
year.

(2)      INVENTORIES

         Inventories are stated at the lower of cost or market. The majority of
domestic inventories are valued using the last-in, first-out (LIFO) method and
the remaining inventories are valued using the first-in, first-out (FIFO)
method.  The major components of inventory are as follows:


<TABLE>
<CAPTION>

                                                                     December 31, 1998          June 30, 1998
                                                                     -----------------          -------------
<S>                                                                     <C>                     <C>          
     Raw materials.............................................         $      25,387           $      24,898
     Work-in-process and finished goods........................                36,340                  36,241
                                                                        -------------           -------------
         Totals................................................         $      61,727           $      61,139
                                                                        =============           =============
</TABLE>


(3)      COMMITMENTS AND CONTINGENCIES

         At December 31, 1998, the Company was in compliance with these various
financial covenants. Under the most restrictive of the revised covenants of the
Company's various loan agreements, principally the Nationwide Senior Notes,
$34,555 of retained earnings were not restricted at December 31, 1998 for the
payment of dividends. Management expects that the Company will remain in
compliance with these financial covenants through the period ending December 31,
1999.

         The Company and its subsidiaries are involved in certain legal actions
and claims. In the opinion of management, any liability that may ultimately be
incurred would not materially affect the financial position or results of
operations of the Company.

(4)      ACCOUNTS RECEIVABLE SECURITIZATION

         In September 1995, the Company and certain of its U.S. subsidiaries
entered into an agreement to sell, on an ongoing basis, all of their accounts
receivable to The Standard Products Funding Corporation (Funding Co.), a wholly
owned subsidiary of the Company. Accordingly, the Company and those
subsidiaries, irrevocably and without recourse, transferred all of their U.S.
dollar denominated trade accounts receivable (principally representing amounts
owed by original equipment customers in the U.S. automotive and related
industries) to the Funding Co. The Funding Co. has sold and, subject to certain
conditions, may from time to time sell an undivided interest in those
receivables to the Clipper Receivables Corporation. The Funding Co. is permitted
to receive advances of up to $50,000 for the sale of such undivided interest. At
December 31, 1998, $50,000 had been advanced to the Funding Company. This
agreement has been extended to November 2000.



                                       6
<PAGE>   7



         Proceeds from the sales of receivables have been used to reduce
outstanding borrowings under the Company's Revolving Credit Agreement and are
reflected as operating cash flows in the accompanying consolidated statement of
cash flows. Costs of the program, which primarily consist of the purchasers'
financing and administrative costs, have been classified as Selling, General and
Administrative Expenses in the accompanying consolidated statement of income.

         The Company maintains an allowance for accounts receivable ($3,813 and
$3,949 at December 31, 1998 and June 30, 1998, respectively) based on the
expected collectibility of all trade accounts receivable, including receivables
sold.

 (5)     NEW ACCOUNTING STANDARDS

         The FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information." This standard requires extensive disclosure
of operating segments based on the "management approach." This approach
organizes segments within a company for making operating decisions and assessing
performance. Reportable segments can be based on products and services,
geography, legal structure or any other manner in which management disaggregates
the company. This Statement requires reporting segment profit or loss, certain
specific revenue and expense items and segment assets. It also requires
reconciliations of total segment revenues, total segment profit or loss, total
segment assets and other amounts disclosed for segments to corresponding amounts
reported in the Consolidated Financial Statements. Restatement of comparative
information for earlier periods presented is required in the initial year of
application. Interim information is not required until the second year of
application, at which time comparative information is required.

         The FASB has also issued SFAS No. 132, "Employer's Disclosures about
Pensions and Other Postretirement Benefits." This standard revises employers'
disclosures on pension and other postretirement benefit plans. The objective of
the statement is to standardize the disclosure requirements and report
additional information on changes in the benefit obligations and fair value of
plan assets.

         SFAS Nos. 131 and 132 are effective for fiscal years beginning after
December 15, 1997.

         The FASB also issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This standard provides a comprehensive and
consistent standard for the recognition and measurement of derivatives and
hedging activities. This standard is effective for fiscal years beginning after
June 15, 1999.

         The Company has not determined the impact that the adoption of these
new standards will have on its Consolidated Financial Statements or disclosures.

(6)      EARNINGS PER SHARE

         The Company has adopted the provisions of SFAS No. 128, "Earnings per
Share." The information required by this pronouncement is presented on the face
of the Company's "Consolidated Statements of Operations" found on page 3 of this
document. A reconciliation of the numerators and denominators of the basic and
diluted earnings per share are as follows:

<TABLE>
<CAPTION>


                                  THREE MONTHS ENDED DEC. 31,               SIX MONTHS ENDED DEC. 31,
                               -----------------------------------      ----------------------------------
                                     1998              1997                  1998              1997
                                     ----              ----                  ----              ----
<S>                            <C>               <C>                    <C>              <C>
       Net Income              $       4,855     $       8,761          $       5,288    $      11,572
                               -------------     -------------          -------------    -------------
       Basic:
            Basic Shares              16,083            16,849                 16,387           16,838
                               -------------     -------------          -------------    -------------
            Basic EPS          $        0.30     $        0.52          $        0.32    $        0.69
                               =============     =============          =============    =============

       Diluted:
            Basic Shares              16,083            16,849                 16,387           16,838
            Stock Options                  4                77                     10               69
                               -------------     -------------          -------------    -------------
                                      16,087            16,926                 16,397           16,907
                               -------------     -------------          -------------    -------------
       Diluted EPS             $        0.30     $        0.52          $        0.32    $        0.68
                               =============     =============          =============    =============
</TABLE>



                                       7
<PAGE>   8



(7)      COMPREHENSIVE INCOME

         Effective July 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income," which establishes standards for the display of
comprehensive income for financial statement purposes. Comprehensive income is
defined as all changes in a company's net assets except changes resulting from
transactions with shareholders. It differs from traditionally defined net income
in that certain items recorded in shareholders' equity become part of
comprehensive income.

         Comprehensive income consists of the following:

<TABLE>
<CAPTION>


                                                                THREE MONTHS ENDED              SIX MONTHS ENDED
                                                                   DECEMBER 31,                   DECEMBER 31,
                                                            ---------------------------    ---------------------------
                                                                1998          1997             1998          1997
                                                                ----          ----             ----          ----
<S>                                                         <C>           <C>              <C>           <C>
        Net Income.....................................     $    4,855    $    8,761       $    5,288    $   11,572
                                                            ----------    ----------       ----------    ----------

        Other comprehensive income:
             Foreign currency translation                       (1,940)         (547)             524          (145)
                   adjustment..........................
             Minimum pension liability adjustment......             --            --               --            --
                                                            ----------    ----------       ----------    ----------

        Other comprehensive income.....................         (1,940)         (547)             524          (145)
                                                            ----------    ----------       ----------    ----------

        Comprehensive income...........................     $    2,915    $    8,214       $    5,812    $   11,427
                                                            ==========    ==========       ==========    ==========
</TABLE>



                                       8
<PAGE>   9




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         RESULTS OF OPERATIONS AND FINANCIAL CONDITION

(1)      RESULTS OF OPERATIONS


         The Company's net sales for the second quarter of fiscal 1999 were
$276.2 million, a decrease of $6.3 million, or 2.2% compared to the record
levels of a year ago. Sales for the Company's Transportation Equipment segment
totaled $242.0 million for the second quarter of fiscal 1999 compared with
$248.7 million for the same period last year, a decrease of $6.7 million, or
2.7%. The overall reduction was primarily attributable to deteriorating economic
conditions in Brazil and lower volumes in North American automotive operations.
Sales for the Company's Tread Rubber segment increased 1.2% to $34.2 million.
This is attributable to additional revenue of $1.6 million from Oliver Rubber's
agreement with Michelin North America, Inc. to provide for the extrusion and
pressing of tread rubber for resale. This increase in sales was partially offset
by lower volumes for moldcure and custom mix rubber products totaling $1.3
million.

         Sales for the Company's North American automotive operations decreased
to $139.3 million, a reduction of 6.7% or $10.1 million, from the same period
last year. The reduction was primarily attributable to volume decreases on key
platforms on which the Company had substantial content, including the Jeep(R)
Grand Cherokee and Plymouth/Dodge Neon and Dodge Stratus platforms. Volume
decreases on these vehicles totaled $10.8 million from prior year levels.
Translation losses related to a weaker Canadian dollar accounted for an
additional $5.3 million of the decrease. This was partially offset by volume
increases of $5.8 million on Ford's Cougar and Crown Victoria models and General
Motor's Silverado light truck platform. The Company's Brazilian subsidiary
reported a sales decrease of $13.0 million, or 62.4% over the prior year. The
decrease is a result of the downturn in the Brazilian economy that has resulted
in significantly reduced production by South American automobile manufacturers.
The production decline was caused by continuing deterioration in Brazilian
economic conditions, including extremely high interest rates, which has reduced
demand for high price items such as automobiles. These conditions appear likely
to continue for the remainder of fiscal year 1999 and the Company presently
anticipates a continuation of lower sales volumes and reduced earnings from its
Brazilian subsidiary for the remainder of the fiscal year. Automotive sales in
Europe increased $5.9 million, or 10.2% to $64.1 million, due primarily to
increased sales volumes in the United Kingdom, principally on the Opel Astra and
Honda Accord, totaling $4.5 million. The Company also benefited from currency
translations as a stronger French franc and British pound resulted in increased
sales of $2.6 million. These increases were partially offset by price reductions
of $0.6 million. Sales at the Company's Holm Industries subsidiary were up 43.5%
to $33.5 million, from the same period last year. This is primarily due to the
addition of OEM/Miller, which increased sales by $5.7 million, and strong
volumes for appliance sealing products, which reported increased revenues of
$2.7 million.

         Based on published industry data, management believes that car and
light truck production in the United States and Canada increased by
approximately 3.2% during the quarter when compared to the same period in the
prior year. Car production increased by 3.9%, while light truck production
increased by approximately 2.5%. Certain key vehicles for which the Company
supplies components, such as the Chrysler Neon and Ford Escort, had
significantly reduced build rates during the quarter. This was only partially
offset by others such as the Ford Grand Marquis and Mustang, which experienced
substantial increases. Year-to-date car and light truck production in the United
States and Canada was flat compared to prior year levels with a 1.9% increase in
car production being offset by a 1.3% decline in light truck production.

         For the first half of fiscal 1999, sales of the Transportation
Equipment segment were down $22.2 million to $439.9 million, or 4.8% below prior
year levels. Sales for the Company's North American automotive operations
decreased to $247.8 million, a reduction of 9.6% or $26.3 million. The reduction
was the result of volume decreases on platforms on which the Company had
significant content, including, the Jeep(R) Grand Cherokee, Plymouth/Dodge Neon
and General Motors Lumina/Monte Carlo. Translation losses related to a weaker
Canadian dollar accounted for $9.8 million of the decrease while price
reductions accounted for an additional $1.1 million of the decline. Volume
increases of $6.5 million on the Ford Cougar and Crown Victoria models partially
offset the above declines. Year-to-date, South American sales have decreased
$19.3 million to $21.2 million due to the Brazilian economic problems noted
above. These reductions were partially offset by increases in European
automotive operations and Holm Industries. Sales in Europe were up $8.5 million
to $113.9 million, an increase of 





                                       9
<PAGE>   10



8.0% from prior year levels. The improvement was due to new business totaling
$8.1 million and currency exchange gains of $3.5 million resulting from a
strengthened French franc and British pound. These gains were partially offset
by volume declines and price reductions on existing business. Holm Industries
sales grew 33.1% to $63.2 million as a result of the OEM/Miller acquisition and
strong demand from existing customers in the appliance industry.

         Gross income for the Company's second quarter of fiscal 1999 decreased
$8.9 million to $30.4 million, or 11.0% of net sales, from $39.3 million, or
13.9% of net sales for the same period in fiscal 1998. Several factors led to
the decline in operating margins. These include the impact of the severe decline
of the Brazilian economy and launch costs on new platforms. In Brazil, the
Company took immediate and drastic cost-cutting measures, including reducing
staffing levels by 55 percent. While management believes its measures will help
its Brazilian operations achieve breakeven results in the second half of the
year, they did not take effect soon enough to have a significant impact on
results in this quarter. Reduced revenues for the quarter were not at a level
sufficient to enable the Company to recover the substantial fixed costs of the
Brazilian facility. The Company has also incurred approximately $5.1 million in
increased launch and other related costs on new product lines in the United
Kingdom and, to a lesser extent, several new platforms in North America. As in
the United States, European automakers have continued to seek ongoing price
givebacks on existing business. While the Company's low cost producer
initiatives have helped to improve efficiencies in Europe, social regulations
there have made it difficult for the Company to react quickly as it needs to
adapt it cost structures to current pricing requirements. Year-to-date gross
income is $52.8 million, a decrease of $13.7 million from fiscal 1998. This
represents 10.4% of net sales compared to 12.6% a year earlier. The Brazilian
economic downturn and European operating difficulties related to product
launches and manufacturing inefficiencies are the primary factors in the
decline.

         The Company does not expect the current environment in Brazil to
improve for the rest of the fiscal year, and it does not expect pricing pressure
to ease in either its North American or European markets. As a result, the
Company must take further steps to bring its cost structure in line with
anticipated operating performance. In addition to continuing its low cost
producer initiatives, the Company is currently taking steps to reduce the level
of selling, general and administrative expenses, including the offering of a
voluntary early retirement program to certain qualified employees in the United
States, and is currently reviewing its capacity requirements on a global basis.

         Research, engineering and development expenses for the second quarter
increased $0.9 million, or 8.0% to $11.9 million from the same period in fiscal
1998. The increase is primarily attributable to increased personnel costs
related to development programs targeted to enhance the Company's sealing system
production methods. Year-to-date expenses have increased by $1.1 million over
the prior year to $22.5 million, or 4.4% of net sales.

         Selling, general and administrative expenses for the second quarter
were flat when compared to the same period a year ago, at $19.9 million.
Additional costs associated with the acquisition of OEM/Miller of $0.6 million
and depreciation charges of $0.3 million were offset by reduced personnel costs
of $0.8 million. Year-to-date costs have increased $0.9 million, to $38.1
million related primarily to an increased provision for doubtful accounts and
the addition of OEM/Miller. These charges were partially offset by lower
personnel costs.

         Other income and expense totaled $6.6 million in expense for the first
half of fiscal 1998, a decrease of $3.4 million over the same period a year ago.
Approximately $2.6 million of this improvement is attributable to earnings at
NISCO, the Company's joint venture with Nishikawa Rubber Company of Japan. NISCO
returned to profitability in the second quarter earning $0.5 million. The
year-to-date loss at NISCO has narrowed to $0.4 million from $3.0 million a year
ago. The remainder of the increase is primarily due to gains on the disposition
of fixed assets. These improvements were partially offset by increased interest
expense as year-to-date costs have increased by $0.4 million due to increased
borrowing levels in North America and Europe. The increased borrowing results
largely from the Company's acquisition of OEM/Miller and its stock repurchase
program.

         The Company's tax provision for the second quarter of fiscal 1999
reflects tax rate of 34.9%. This compares favorably with the prior year's
effective tax rate of 41.0%. This reduction is primarily attributable to the
utilization of U.S. tax credits. The year-to-date effective tax provision
reflects an expected rate of 35.0%.



                                       10
<PAGE>   11




(2)      FINANCIAL CONDITION

         Cash provided by operations for the first half of fiscal 1999 totaled
$2.3 million. This represents a decrease from the same period in fiscal 1998 of
$38.3 million. The decrease is the result of several factors including accounts
receivable, prepaid items, accounts payable, and reduced net income. The change
in accounts receivable is directly attributable to the decline in sales levels
and associated collections when compared to prior year levels, while the change
in prepaids and accounts payable was due to timing of payments with suppliers.

         Capital spending for the first six months of fiscal 1999 totaled $37.3
million, an increase of $5.0 million over the same period last year. The Company
expects capital spending in fiscal 1999 to approximate $65.0 million. This
includes capital required in connection with the addition of equipment at its
Mexican facility as it ramps up to full production, expenditures required in
support of the new General Motors Silverado and Sierra truck platforms, and the
upgrade of facilities in England related to the introduction of various new
platforms. The Company has also invested $19.5 million for acquisitions in the
first half of the current year and $2.5 million to its nonconsolidated
affiliates.

         Cash generated from financing activities resulted in a net inflow of
$56.2 million for the first half of the fiscal year. The funds came from
borrowings under the Company's Revolving Credit Agreement and other short-term
credit lines. These funds were used to fund an acquisition, reacquire shares of
the Company's stock, provide for working capital, and pay dividends. At December
31, 1998, debt represented 42.0% of total capitalization compared with 28.8% at
June 30, 1998.

         The Company has determined that the functional currency of its
Brazilian and Mexican subsidiaries is the U.S. dollar. Accordingly, the results
for these operations have been translated utilizing a remeasurement process
prescribed by Statement of Financial Accounting Standard ("SFAS") No. 52. The
criteria for determining highly inflationary status and the functional currency
of an operation are detailed in SFAS No. 52. The Company will continue to
translate its results using the remeasurement process until the criteria
supporting an U.S. dollar functional currency are no longer met. 

(3)      YEAR 2000

         The "Year 2000" problem relates to computer systems that have time and
date-sensitive programs that were designed to read years beginning with "19,"
but may not properly recognize the year 2000. If a computer system or software
application used by the Company or a third party dealing with the Company fails
because of the inability of the system or application to properly read the year
"2000," the results could conceivably have a material adverse effect on the
Company.

         The Company provided an extensive description of its Year 2000 plans
and progress to date as part of its Management Discussion and Analysis ("MD&A")
in its Form 10-K for the fiscal year ended June 30, 1998, which was filed in
September 1998. The Company continues to make progress on its plan in accordance
with the timetable described in that MD&A. Based on this progress, management
believes that a comprehensive contingency plan with respect to all of its
information technology and production processes is not necessary at this time.
However, as specific issues arise or fall slightly behind schedule, contingency
plans are being developed to solve these particular areas. Examples of potential
solutions include: stockpiling or re-sourcing of components and materials,
manual work arounds or flexible staffing arrangements. In addition, the Company
has not encountered any specific problems with any of its suppliers that would
require development of a contingency plan.

         The Company believes that its program to monitor the compliance of its
suppliers with Year 2000 requirements will minimize the risks associated with
noncompliance. Management believes that the cost of Year 2000 compliance for its
information and production systems will not be material to its consolidated
results of operations and financial position.

         Although the Company has made progress in identifying its Year 2000
problems, and believes this issue is not likely to pose a significant problem
for it, there can be no absolute assurance that the Company and all of its
vendors and suppliers will identify and remediate in a timely fashion all
potential Year 2000 issues. 



                                       11
<PAGE>   12




(4)      CAUTIONARY STATEMENT FOR PURPOSES OF "SAFE HARBOR" UNDER THE PRIVATE 
         SECURITIES REFORM ACT OF 1995

         Certain statements in this Management's Discussion and Analysis, the
attached Consolidated Financial Statements, in the Company's press releases and
in oral statements made by or with the approval of an authorized executive
officer of the Company, constitute "forward-looking statements," as that term is
defined under the Private Securities Litigation Reform Act of 1995. These may
include statements projecting, forecasting or estimating Company performance and
industry trends. The achievement of the projections, forecasts or estimates is
subject to certain risks and uncertainties. Actual results and events may differ
materially from those projected, forecasted or estimated. The applicable risks
and uncertainties include general economic and industry conditions that affect
all international businesses, as well as matters that are specific to the
Company and the markets it serves. In addition, please see the "Year 2000"
section for a description of the risks and uncertainties associated with this
issue.

         General risks that may impact the achievement of such forecasts include
compliance with new laws and regulations; significant raw material price
fluctuations; currency exchange rate fluctuations; limits on repatriation of
funds; and political uncertainties. Specific risks to the Company include risk
of recession in the economies in which its products are sold, especially in
emerging markets where recent currency weakness may lead to recessionary
conditions; the concentration of a substantial percentage of the Company's sales
with a few major OEM customers; labor relations at the Company, its customers
and its suppliers; competition in pricing and new product development from
larger companies with substantial resources; and continued globalization of the
automotive supply base resulting in new competition in certain locations.


PART II.  OTHER INFORMATION

Item 1.       Legal Proceedings

              None.

Item 2.       Changes in Securities

              None.

Item 3.       Defaults upon Senior Securities

              None.


Item 4.       Submission of Matters to a Vote of Security Holders

              None.

Item 5.       Other Information

              None.







                                       12
<PAGE>   13





Item 6.       Exhibits and Reports on Form 8-K

              (a)   Exhibits

<TABLE>

<S><C>

                                                                                             If incorporated by
              Exhibit No.                                                                    reference, documents
              Under Reg. S-K        Form 10-Q                                                with which Exhibit
                  Item 601          Exhibit No.             Description                      was previously filed  
              ---------------       ----------       ------------------------                ----------------------
                    3                  3a            Second Amended and Restated
                                                     Articles of Incorporation of
                                                     The Standard Products Company
                    4                  4a            First Amendment Agreement among
                                                     The Standard Products Company,
                                                     Comerica Bank, NBD Bank,
                                                     KeyBank National Association,
                                                     The Bank of New York, Harris
                                                     Trust and Savings Bank, N.A., and
                                                     National City Bank, as Agent, Dated
                                                     December 10, 1998.
                    4                  4b            Rights Agreement                          (Filed with the SEC
                                                                                               on February 3, 1999
                                                                                               on Form 8-A File
                                                                                               Number 001-02917;
                                                                                               See Exhibit 1 therein)
                    4                  4c            Form of Right Certificate                 (Filed with the SEC
                                                                                               on February 3, 1999
                                                                                               on Form 8-A File
                                                                                                Number 001-02917;
                                                                                               See Exhibit 3 therein)
                    4                  4d            Summary of Rights to Purchase             (Filed with the SEC
                                                     Preferred Shares                          on February 3, 1999
                                                                                               on Form 8-A File
                                                                                                Number 001-02917;
                                                                                               See Exhibit 4 therein)
                    27                 27            Financial Data Schedule
</TABLE>

              (b)   Reports on Form 8-K

              None.



                                       13
<PAGE>   14



                                   SIGNATURES

       Pursuant to the requirements 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.



                                               THE STANDARD PRODUCTS COMPANY




       Dated:   February 12, 1999          by       /s/ Donald R. Sheley, Jr.
                                                --------------------------------
                                                        Donald R. Sheley, Jr.
                                                      Vice President, Finance
                                                       Chief Financial Officer


                                                   /s/ Bernard J. Theisen 
                                                --------------------------------
                                                         Bernard J. Theisen
                                                        Corporate Controller
                                                    Principal Accounting Officer



                                       14
<PAGE>   15


<TABLE>
<CAPTION>

                                                                                             If incorporated by
              Exhibit No.                                                                    reference, documents
              Under Reg. S-K        Form 10-Q                                                with which Exhibit
                  Item 601          Exhibit No.             Description                      was previously filed  
              ---------------       ----------       ------------------------                ----------------------
              <S>                   <C>             <C>                                      <C>  
                    3                  3a            Second Amended and Restated
                                                     Articles of Incorporation of
                                                     The Standard Products Company
                    4                  4a            First Amendment Agreement among
                                                     The Standard Products Company,
                                                     Comerica Bank, NBD Bank,
                                                     KeyBank National Association,
                                                     The Bank of New York, Harris
                                                     Trust and Savings Bank, N.A., and
                                                     National City Bank, as Agent, Dated
                                                     December 10, 1998.
                    4                  4b            Rights Agreement                          (Filed with the SEC
                                                                                               on February 3, 1999
                                                                                               on Form 8-A File
                                                                                               Number 001-02917;
                                                                                               See Exhibit 1 therein)
                    4                  4c            Form of Right Certificate                 (Filed with the SEC
                                                                                               on February 3, 1999
                                                                                               on Form 8-A File
                                                                                                Number 001-02917;
                                                                                               See Exhibit 3 therein)
                    4                  4d            Summary of Rights to Purchase             (Filed with the SEC
                                                     Preferred Shares                          on February 3, 1999
                                                                                               on Form 8-A File
                                                                                                Number 001-02917;
                                                                                               See Exhibit 4 therein)
                    27                 27            Financial Data Schedule
</TABLE>