PLYMOUTH RUBBER CO INC
8-K, 1996-07-02
FABRICATED RUBBER PRODUCTS, NEC
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                    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 Date of Report (Date of earliest event reported).
     
     
     
                              June 11, 1996                             
     
     
     
     
                    Plymouth Rubber Company, Inc.                       
     (Exact name of registrant as specified in its charter)
     
     
     
            Massachusetts             1-5197         04-1733970        
     (State or other jurisdiction  (Commission      (IRS Employer
       of incorporation)       File Number,)   Identification No.)
     
     
     
        104 Revere Street, Canton, Massachusetts          02021         
        (Address of principal executive offices)         (Zip Code)
     
     
     
     Registrant's Telephone Number, including area code:  (617) 828-0220 
       
     
     
     
<PAGE> 1     

     Item 5.  Other Event
     
     On June 11, 1996, the Registrant declared a 5% stock dividend on
     both Class A (voting) and Class B (non-voting) common stock.  The
     dividend will be paid in Class B shares on August 19, 1996 to
     shareholders of record as of June 24, 1996.  Cash will be paid in
     lieu of fractional shares using the closing price of Class B common
     stock on June 10, 1996.
     
     
<PAGE> 2     
     
     Item 7.   Financial Statements, Proforma Financial Information and
                    Exhibits
     
     
     
      (a)      Financial Statements of businesses acquired:
     
                    Not Applicable
     
     
      (b)      Proforma Financial Information:
     
                    Not Applicable
     
     
      (c)      Exhibits:
     
               Exhibits required as part of this report as listed in
                    the Index to Exhibits appearing on Page 5.
     
     
     
<PAGE> 3
     
                      SIGNATURES 
     
     
     
     
          Pursuant to the provisions of the Securities Exchange Act of
     1934, the Registrant has duly caused this report to be signed on its
     behalf by the undersigned hereunto duly authorized.
     
     
     
     
     
     
     
                                 PLYMOUTH RUBBER COMPANY, INC.
                                        (Registrant)
     
     
     
     Date:      June 11, 1996         By          Duane E. Wheeler          
                                                  Duane E. Wheeler
                                       Vice President-Finance and Treasurer    
                                                           
          
     
     
     
 <PAGE> 4    
     
                             INDEX TO EXHIBITS
     
     
          Exhibit No.                     Description                   
     
     
           (1)           Not Applicable
     
           (2)           Not Applicable
     
           (4)           Not Applicable
     
           (16)          Not Applicable
     
           (17)          Not Applicable
     
           (20)          Press release announcing stock dividend
                            dated June 11, 1996
     
           (23)          Not Applicable
     
           (24)          Not Applicable
                
           (27)          Not Applicable
     
           (99)          Not Applicable
     
     
     
     
     
     


     FOR IMMEDIATE RELEASE
     
     
     Contact: Duane E. Wheeler
              Vice President - Finance & Treasurer
             (617) 828-0220 Ext. 1375
     
     
     Plymouth Rubber Company Announces Stock Dividend
     
     
     Canton, Massachusetts (June 11, 1996) - Plymouth Rubber Company,
     Inc., (AMEX: PLRA, PLRB) today announced that its Board of Directors
     declared a 5% stock dividend on both Class A (voting) and Class B
     (non voting) common stock.  The dividend will be paid in Class B
     shares on August 19, 1996, to shareholders of record as of June 24,
     1996.
     
     
     "This is the second consecutive year Plymouth Rubber has declared a
     stock dividend," said Maurice J. Hamilburg, the Company's President
     and Chief Executive Officer.  "Our business outlook continues to be
     encouraging, and we believe that this second stock dividend will
     again increase our stock's liquidity.  This action is part of our
     comprehensive effort to increase investor awareness of Plymouth
     Rubber."
     
     "Fiscal 1995 was the fourth consecutive year of increasing profits
     from continuing operations," Mr. Hamilburg noted.  "We believe the
     Company is adhering to the correct strategy to continue this trend
     over the long term."
     
     After the share distribution, there will be 810,586 shares of Class
     A and approximately 1,144,700 shares of Class B common stock
     outstanding.
     
     Plymouth Rubber Company, Inc., manufactures and distributes rubber
     and vinyl products, including insulating tapes, automotive tapes,
     and other industrial tapes and films.  The Company's products are
     used by the electrical supply industry, electric utilities, and
     automotive and other original equipment manufacturers.
     


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