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)
UNIROYAL CHEMICAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 0-25586 06-1258925
(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION)
UNIROYAL CHEMICAL COMPANY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
NEW JERSEY 33-66740 06-1148490
(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION)
BENSON ROAD, MIDDLEBURY, CONNECTICUT 06749
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(203) 573-2000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)<PAGE>
The Registrants are not required by Section 13 or
15(d) of the Securities Exchange Act of 1934 to file this
report, which is being filed to comply with certain
provisions of the indentures applicable to three series of
outstanding public debt of Uniroyal Chemical Corporation
("Uniroyal") and one series of such debt of Uniroyal Chemical
Company, Inc.
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
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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, a Delaware corporation, 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.
The Merger Agreement provides that, immediately
after the effective time of the Merger, Crompton will take
such action as may be necessary to cause Robert J. Mazaika to
be elected to the Crompton Board of Directors ("Crompton
Board") as Vice Chairman, and Thomas M. Begel and Harry
Corless, each currently a director of Uniroyal, to be elected
to the Crompton Board. Upon their election to the Crompton
Board, Messrs. Mazeika, Begel and Corless will receive such
benefits and compensation as the other members of the
Crompton Board receive.
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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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SIGNATURE
Pursuant to the requirements of the Securities Ex-
change Act of 1934, the Registrants have duly caused this re-
port to be signed on their behalf by the undersigned hereunto
duly authorized.
UNIROYAL CHEMICAL CORPORATION
UNIROYAL CHEMICAL COMPANY, INC.
(Registrants)
Dated: September 20, 1996 By: /s/ John T. Ferguson II
---------------------------
John T. Ferguson II
Vice President, General
Counsel and Secretary
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