PRESIDENT & FELLOWS OF HARVARD COLLEGE
SC 13G/A, 1997-02-14
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 SCHEDULE 13G-A


                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*


                          Uniroyal Chemical Corporation
        ----------------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
        ----------------------------------------------------------------
                         (Title of Class of Securities)


                                    908903107
                          -----------------------------
                                 (CUSIP Number)


*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).


                                Page 1 of 8 Pages
<PAGE>


- -------------------------                           ---------------------------
|CUSIP NO. 908903107    |           13G            |   Page  2  of   8  Pages |
|          -----------  |                          |        ---     ---       |
- -------------------------                           ---------------------------

|--------|---------------------------------------------------------------------|
|  1     |  NAME OF REPORTING PERSON                                           |
|        |  S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                  |
|        |                                                                     |
|        |  President and Fellows of Harvard College                           |
|--------|---------------------------------------------------------------------|
|  2     |  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) [ ]  |
|        |                                                            (b) [ ]  |
|        |                                                                     |
|--------|---------------------------------------------------------------------|
|  3     |  SEC USE ONLY                                                       |
|        |                                                                     |
|--------|---------------------------------------------------------------------|
|  4     |  CITIZENSHIP OR PLACE OF ORGANIZATION                               |
|        |                                                                     |
|        |  Massachusetts                                                      |
|--------|-----------------|--------|------------------------------------------|
|                          |   5    | SOLE VOTING POWER                        |
|                          |        | 0 shares                                 |
|        NUMBER OF         |--------| -----------------------------------------|
|         SHARES           |   6    | SHARED VOTING POWER                      |
|      BENEFICIALLY        |        |    ---                                   |
|        OWNED BY          ----------------------------------------------------|
|          EACH            |   7    | SOLE DISPOSITIVE POWER                   |
|       REPORTING          |        | 0 shares                                 |
|         PERSON           ----------------------------------------------------|
|          WITH            |   8    | SHARED DISPOSITIVE POWER                 |
|                          |        |    ---                                   |
|--------|---------------------------------------------------------------------|
|  9     | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON        |
|        |                                                                     |
|        | 0 shares                                                            |
|--------|---------------------------------------------------------------------|
|  10    | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN  [ ]  |
|        | SHARES*                                                             |
|        |                                                                     |
|--------|---------------------------------------------------------------------|
|  11    | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                   |
|        | 0%                                                                  |
|--------|---------------------------------------------------------------------|
|  12    | TYPE OF REPORTING PERSON *                                          |
|        | EP                                                                  |
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

                                Page 2 of 8 Pages

<PAGE>


                                  SCHEDULE 13G
                                  ------------

Item 1(a)           Name of Issuer:
                         Uniroyal Chemical Corporation

       1(b)         Address of Issuer's Principal Executive Offices:
                         Benson Road
                         Middlebury, CT 06749

Item 2(a)           Name of Person Filing:
                         President and Fellows of Harvard College

        2(b)        Address of Principal Business Office or, if none,
                    Residence:
                         c/o Harvard Management Company, Inc.
                         600 Atlantic Avenue
                         Boston, MA 02210

        2(c)        Citizenship:
                         Massachusetts

        2(d)        Title of Class of Securities:
                         Common Stock

        2(e)        CUSIP Number:
                         908903107

Item 3              If this statement is filed pursuant to Rules 13d-1(b), or 
                    13d-2(b):
                         The reporting person is an Employee Benefit Plan, 
                         Pension Fund which is subject to the provisions of the
                         Employee Retirement Income Security Act of 1974 or 
                         Endowment Fund.

Item 4(a)           Amount beneficially owned:
                         0 shares

        4(b)        Percent of Class:
                         0%

        4(c)        Number of shares as to which such person has:

                    (i) sole power to vote or to direct the vote:
                           0 shares

                    (ii) shared power to vote or to direct the vote:

                                ------


                                Page 3 of 8 Pages

<PAGE>


                    (iii) sole power to dispose or to direct the disposition of:
                              0 shares

                    (iv)shared power to dispose or to direct the disposition of:

                                ------

Item 5              Ownership of Five Percent or less of a Class:
                       Not Applicable.

Item 6              Ownership of more than Five Percent on behalf of another 
                    person:
                       This statement is being filed to report the fact that as
                       of the date hereof the reporting person ceased to be the
                       beneficial owner of more than five percent of the class
                       of securities.

Item 7              Identification and Classification of the Subsidiary which
                    Acquired the Security Being Reported on by the Parent 
                    Holding Company:
                       Not Applicable.

Item 8              Identification and Classification of Members of the Group:
                       Not Applicable.

Item 9              Notice of Dissolution of Group:
                       Not Applicable.

Item 10             Certification:

                    By signing below the undersigned certifies that, to the best
                    of its knowledge and belief, the securities referred to
                    above were acquired in the ordinary course of business and
                    were not acquired for the purpose of and do not have the
                    effect of changing or influencing the control of the issuer
                    of such securities and were not acquired in connection with
                    or as a participant in any transaction having such purposes
                    or effect.

                    After reasonable inquiry and to the best of its knowledge
                    and belief, the undersigned certifies that the information
                    set forth in this statement is true, complete and correct.

                                      PRESIDENT AND FELLOWS OF HARVARD COLLEGE


                                      By: /s/ Verne O. Sedlacek
                                          --------------------------------
                                          Name:  Verne O. Sedlacek
                                          Title:   Authorized Signatory
February 12, 1997

      Pursuant to Rule 101(a)(2)(ii) of Regulation S-T, attached hereto as
Exhibit A to this Schedule 13G-A is a copy of the initial Schedule 13G.

                                Page 4 of 8 Pages

<PAGE>


                                                                       Exhibit A
                                                                       ---------

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


                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934
                                (Amendment No. )*


                          Uniroyal Chemical Corporation
        ----------------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
        ----------------------------------------------------------------
                         (Title of Class of Securities)


                                    908903107
                          -----------------------------
                                 (CUSIP Number)


Check the following box if a fee is being paid with the statement [X] (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than fiv percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

                                Page 5 of 8 Pages

<PAGE>


- -------------------------                           ---------------------------
|CUSIP NO. 908903107    |           13G            |   Page  6  of   8  Pages |
|          -----------  |                          |        ---     ---       |
- -------------------------                           ---------------------------

|--------|---------------------------------------------------------------------|
|  1     |  NAME OF REPORTING PERSON                                           |
|        |  S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                  |
|        |                                                                     |
|        |  President and Fellows of Harvard College                           |
|--------|---------------------------------------------------------------------|
|  2     |  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) [ ]  |
|        |                                                            (b) [ ]  |
|        |                                                                     |
|--------|---------------------------------------------------------------------|
|  3     |  SEC USE ONLY                                                       |
|        |                                                                     |
|--------|---------------------------------------------------------------------|
|  4     |  CITIZENSHIP OR PLACE OF ORGANIZATION                               |
|        |                                                                     |
|        |  Massachusetts                                                      |
|--------|-----------------|--------|------------------------------------------|
|                          |   5    | SOLE VOTING POWER                        |
|                          |        | 1,330,000 shares                         |
|        NUMBER OF         |--------| -----------------------------------------|
|         SHARES           |   6    | SHARED VOTING POWER                      |
|      BENEFICIALLY        |        |    ---                                   |
|        OWNED BY          ----------------------------------------------------|
|          EACH            |   7    | SOLE DISPOSITIVE POWER                   |
|       REPORTING          |        | 1,330,000 shares                         |
|         PERSON           ----------------------------------------------------|
|          WITH            |   8    | SHARED DISPOSITIVE POWER                 |
|                          |        |    ---                                   |
|--------|---------------------------------------------------------------------|
|  9     | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON        |
|        |                                                                     |
|        | 1,330,000 shares                                                    |
|--------|---------------------------------------------------------------------|
|  10    | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN  [ ]  |
|        | SHARES*                                                             |
|        |                                                                     |
|--------|---------------------------------------------------------------------|
|  11    | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                   |
|        | 5.5%                                                                |
|--------|---------------------------------------------------------------------|
|  12    | TYPE OF REPORTING PERSON *                                          |
|        | EP                                                                  |
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


                                Page 6 of 8 Pages

<PAGE>


                                  SCHEDULE 13G
                                  ------------

Item 1(a)           Name of Issuer:
                         Uniroyal Chemical Corporation

        1(b)        Address of Issuer's Principal Executive Offices:
                         Benson Road
                         Middlebury, CT  06749

Item 2(a)           Name of Person Filing:
                         President and Fellows of Harvard College

        2(b)        Address of Principal Business Office or, if none,
                    Residence:
                         c/o Harvard Management Company, Inc.
                         600 Atlantic Avenue
                         Boston, MA  02210

        2(c)        Citizenship:
                         Massachusetts

        2(d)        Title of Class of Securities:
                         Common Stock

        2(e)        CUSIP Number:
                         908903107

Item 3              If this statement is filed pursuant to Rules 13d-1(b), or
                    13d-2(b):
                         The reporting person is an Employee Benefit Plan, 
                         Pension Fund which is subject to the provisions of the
                         Employee Retirement Income Security Act of 1974 or 
                         Endowment Fund.

Item 4(a)           Amount beneficially owned:
                         1,330,000 shares

        4(b)        Percent of Class:
                         7.2%


        4(c)        Number of shares as to which such person has:

                    (i) sole power to vote or to direct the vote:
                              1,330,000 shares


                                Page 7 of 8 Pages

<PAGE>


                   (ii) shared power to vote or to direct the vote:

                                      -----

                   (iii) sole power to dispose or to direct the disposition of:
                             1,330,000 shares

                   (iv) shared power to dispose or to direct the disposition of:

                                      -----

Item 5              Ownership of Five Percent or less of a Class:
                         Not Applicable.

Item 6              Ownership of more than Five Percent on behalf of another 
                    person:
                         Not Applicable.

Item 7              Identification and Classification of the Subsidiary which
                    Acquired the Security Being Reported on by the Parent 
                    Holding Company:
                         Not Applicable.

Item 8              Identification and Classification of Members of the Group:
                         Not Applicable.

Item 9              Notice of Dissolution of Group:
                         Not Applicable.

Item 10             Certification:

                    By signing below the undersigned certifies that, to the best
                    of its knowledge and belief, the securities referred to
                    above were acquired in the ordinary course of business and
                    were not acquired for the purpose of and do not have the
                    effect of changing or influencing the control of the issuer
                    of such securities and were not acquired in connection with
                    or as a participant in any transaction having such purposes
                    or effect.

                    After reasonable inquiry and to the best of its knowledge
                    and belief, the undersigned certifies that the information
                    set forth in this statement is true, complete and correct.


                                       PRESIDENT AND FELLOWS OF HARVARD COLLEGE


                                       By:  /s/ Verne O. Sedlacek
                                            ---------------------------------
                                            Name:  Verne O. Sedlacek
                                            Title:   Authorized Signatory

February 13, 1996

                               Page 8 of 8 Pages



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