SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
August 21, 1996
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
CROMPTON & KNOWLES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
MASSACHUSETTS 1-4663 04-1218720
(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION)
ONE STATION PLACE, METRO CENTER, STAMFORD, CONNECTICUT 06902
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(203) 353-5400
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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At special meetings of stockholders held on August
21, 1996, the stockholders of Crompton & Knowles Corporation,
a Massachusetts corporation ("Crompton"), and the
stockholders of Uniroyal Chemical Corporation, a Delaware
corporation ("Uniroyal"), voted upon and approved and adopted
an Agreement and Plan of Merger, dated as of April 30, 1996
(as amended, the "Merger Agreement"), by and among Uniroyal,
Crompton, and Tiger Merger Corp., a Delaware corporation and
a wholly owned subsidiary of Crompton ("Subcorp"). Pursuant
to the Merger Agreement, Subcorp was merged with and into
Uniroyal (the "Merger"), each share of Uniroyal common stock,
$0.01 par value ("Uniroyal Common Stock"), was converted into
0.9577 shares of a Crompton Common Stock, $0.10 par value
("Crompton Common Stock"), with cash in lieu of fractional
shares, and each share of Series A Cumulative Redeemable
Preferred Stock, $0.01 par value, of Uniroyal and of Series B
Preferred Stock, $0.01 par value, of Uniroyal was converted
into 6.3850 shares of Crompton Common Stock, with cash in
lieu of fractional shares. It is anticipated that
approximately 26,089,206 shares of Crompton Common Stock will
be issued pursuant to the Merger to former stockholders of
Uniroyal, inclusive of shares issuable upon exercise of
options, warrants and rights to purchase Crompton Common
Stock into which outstanding options, warrants and rights to
purchase Uniroyal Common Stock were converted in the Merger.
The Merger became effective at 5:00 p.m. on August 21, 1996.
As a result of the Merger, Uniroyal became a wholly owned
subsidiary of Crompton.
Uniroyal, through its subsidiaries, is a major
multinational manufacturer of a wide variety of specialty
chemical products, including specialty elastomers, rubber
chemicals, crop protection chemicals and additives for the
plastics and lubricants industries. Uniroyal produces high
value added products which are currently marketed in
approximately 120 countries.
Additional information concerning the Merger and
the transactions related thereto is contained in Crompton's
Registration Statement on Form S-4 (Registration Number 333-
08539) filed with the Securities and Exchange Commission (the
"Commission") on July 19, 1996 and declared effective by the
Commission on July 23, 1996.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
------- INFORMATION AND EXHIBITS
-----------------------------------------
(a) Financial Statements of Uniroyal Chemical Corporation
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(i) Consolidated Statements of Operations for
the fiscal years ended October 1, 1995,
October 2, 1994, and September 30, 1993
(ii) Consolidated Balance Sheets at October 1,
1995 and October 2, 1994
(iii) Consolidated Statements of Stockholders'
Equity (Deficit) for the fiscal years ended
October 1, 1995, October 2, 1994, and
September 30, 1993
(iv) Consolidated Statements of Cash Flows for
the fiscal years ended October 1, 1995,
October 2, 1994, and September 30, 1993
(v) Notes to Consolidated Financial Statements
(vi) Independent Auditors' Report
(vii) Consolidated Statements of Operations
(Unaudited) for the three months ended June
30, 1996, and July 2, 1995, and for the
nine months ended June 30, 1996, and July
2, 1995
(viii) Consolidated Balance Sheets (Unaudited) at
June 30, 1996, and October 1, 1995
(ix) Consolidated Statements of Cash Flows
(Unaudited) for the nine months ended June
30, 1996, and July 2, 1995
(x) Notes to Unaudited Consolidated Financial
Statements
The above financial statements and report are
incorporated herein by reference to the information
contained in pages F-24 through F-59, inclusive, of the
Prospectus of Crompton dated August 15, 1996, filed by
Crompton with the Commission on August 16, 1996,
pursuant to Rule 424(b) of the Securities Act of 1933,
as amended.
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(b) Pro Forma Financial Information
-------------------------------
(i) Unaudited Pro Forma Combined Balance Sheet
combining the consolidated balance sheet of
Crompton as of June 29, 1996 with the
consolidated balance sheet of Uniroyal as of
June 30, 1996 (incorporated herein by
reference to the information contained under
the caption "Unaudited Pro Forma Combined
Financial Information -- Unaudited Pro Forma
Combined Balance Sheet" on page 32 of the
Prospectus of Crompton dated August 15, 1996,
filed by Crompton with the Commission on
August 16, 1996, pursuant to Rule 424(b) of
the Securities Act of 1933, as amended).
(ii) Unaudited Pro Forma Combined Statements of
Operations combining the consolidated
statements of earnings of Crompton & Knowles
Corporation for the fiscal years ended
December 25, 1993, December 31, 1994 and
December 30, 1995 and for the six months ended
July 1, 1995 and June 29, 1996 with the
consolidated statements of operations of
Uniroyal for the fiscal years ended September
30, 1993, October 2, 1994 and October 1, 1995
and for the six months ended July 2, 1995 and
June 30, 1996 (incorporated herein by
reference to the information contained under
the caption "Unaudited Pro Forma Combined
Financial Information -- Unaudited Pro Forma
Combined Statements of Operations" on pages 33
through 37, inclusive, of the Prospectus of
Crompton dated August 15, 1996, filed by
Crompton with the Commission on August 16,
1996, pursuant to Rule 424(b) of the
Securities Act of 1933, as amended).
(iii) Notes to Unaudited Pro Forma Combined
Financial Information (incorporated herein by
reference to the information contained under
the caption "Unaudited Pro Forma Combined
Financial Information -- Notes to Unaudited
Pro Forma Combined Financial Information" on
pages 38 through 39, inclusive, of the
Prospectus of Crompton dated August 15, 1996,
filed by Crompton with the Commission on
August 16, 1996, pursuant to Rule 424(b) of
the Securities Act of 1933, as amended).
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(c) Exhibits
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23.1 Consent of Deloitte & Touche LLP.
99.1 Pages 31 through 39, inclusive, and pages F-24
through F-59, inclusive, of the Prospectus of
Crompton dated August 15, 1996, filed by
Crompton with the Commission on August 16,
1996, pursuant to Rule 424(b) of the
Securities Act of 1933, as amended
(incorporated by reference herein).
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SIGNATURE
Pursuant to the requirements of the Securities Ex-
change Act of 1934, the Registrant has duly caused this re-
port to be signed on its behalf by the undersigned hereunto
duly authorized.
CROMPTON & KNOWLES CORPORATION
Dated: September 5, 1996 By: /s/ John T. Ferguson II
---------------------------
John T. Ferguson II
Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Description
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23.1 Consent of Deloitte & Touche LLP.
99.1 Pages 31 through 39, inclusive, and pages F-24
through F-59, inclusive, of the Prospectus of
Crompton & Knowles Corporation (Commission
File No. 1-4663) dated August 15, 1996, filed
by Crompton & Knowles Corporation with the
Securities and Exchange Commission on August
16, 1996, pursuant to Rule 424(b) of the
Securities Act of 1933, as amended
(incorporated by reference herein).
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration
Statements Nos. 33-21246, 33-42280 and 33-67600 on Form S-8 of
Crompton & Knowles Corporation of our report dated November 17,
1995 with regard to the financial statements of Uniroyal
Chemical Corporation, included in Registration Statement No.
333-09337 of Crompton & Knowles Corporation on Form S-1.
/s/ DELOITTE & TOUCHE LLP
Stamford, Connecticut
September 5, 1996
