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
SEPTEMBER 27, 1996
Date of Report (Date of earliest event reported)
UNIROYAL CHEMICAL CORPORATION
(formerly UCC Investors Holding, Inc.)
(Exact name of registrant as specified in charter)
DELAWARE 0-25586 06-1258925
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
UNIROYAL CHEMICAL COMPANY, INC.
(Exact name of registrant as specified in charter)
NEW JERSEY 33-66740 06-1148490
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
BENSON ROAD, MIDDLEBURY, CONNECTICUT 06749
(Address of principal executive offices) (Zip code)
(203) 573-2000
(Registrants' telephone number, including area code)<PAGE>
The Registrants are not required by Section 13 or 15(d) of the Securities
Exchange Act of 1934 ("Exchange Act") 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 ("UCC") and one
series of such debt of Uniroyal Chemical Company, Inc. ("Uniroyal Chemical").
ITEM 4. CHANGES IN REGISTRANTS' CERTIFYING ACCOUNTANT.
Pursuant to an Agreement and Plan of Merger dated as of April 30, 1996, as
amended, by and among UCC, Crompton & Knowles Corporation ("Crompton") and Tiger
Merger Corp., a wholly owned subsidiary of Crompton ("Subcorp"), Subcorp was
merged with and into UCC (the "Merger") effective on August 21, 1996. As a
result of the Merger, UCC became a wholly owned subsidiary of Crompton.
Uniroyal Chemical remained a wholly owned subsidiary of UCC.
By unanimous written consent dated September 27, 1996, the Board of
Directors of UCC replaced the accounting firm of Deloitte & Touche LLP
("Deloitte") with KPMG Peat Marwick LLP to serve as independent certifying
public accountants for UCC and its subsidiaries. KPMG Peat Marwick LLP is the
independent certifying public accountant for Crompton and its subsidiaries. The
change in accountants was effective on September 27, 1996.
The report of Deloitte on the financial statements for UCC and its
subsidiaries for each of the past two years did not contain an adverse opinion
or a disclaimer of opinion, nor was it qualified or modified as to uncertainty,
audit scope, or accounting principles. During the two most recent fiscal years
and for the subsequent interim periods preceding the change of accountants there
were no disagreements with Deloitte on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of Deloitte, would have
caused it to make a reference to the subject matter of the disagreement(s) in
connection with its report.
A letter dated September 27, 1996, from Deloitte to the Securities and
Exchange Commission pursuant to Item 304(a)(3) of Regulation S-K of the Exchange
Act is filed as an exhibit to this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The exhibit number set forth below corresponds to the
number assigned to such exhibit in the Exhibit Table to Item 601 of Regulation
S-K of the Exchange Act.
Exhibit Number Description
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16 Letter re change in certifying accountant
<PAGE>
ITEM 8. CHANGE IN FISCAL YEAR.
By unanimous written consent of the respective Boards of Directors of UCC
and Uniroyal Chemical dated September 27, 1996, the directors determined that
the fiscal year of UCC and Uniroyal Chemical, which commenced on September 30,
1996, shall end on December 28, 1996, and that thereafter, the fiscal year for
each of UCC and Uniroyal Chemical shall commence on the Sunday following the
last Saturday in December of each year and end on the last Saturday of the next
following December. The fiscal years for UCC and Uniroyal Chemical will now
coincide with the fiscal year for Crompton.
UCC and Uniroyal Chemical will file a Form 10-Q to cover the transition
period ending Saturday, December 28, 1996.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
Uniroyal Chemical Corporation
Uniroyal Chemical Company, Inc.
Dated: September 30, 1996 By: /s/John T. Ferguson II
-----------------------------
John T. Ferguson II
Vice President, General Counsel
and Secretary
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DELOITTE & Exhibit 16
TOUCHE LLP -----------------------------------------
Stamford Harbor Park Telephone: (203) 708-4000
333 Ludlow Street Facsimile: (203) 708-4797
P.O. Box 10096
Stamford, CT 06904
September 27, 1996
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, DC 20549
Dear Sirs/Madams:
We have read and agree with the comments in Item 4 of Form 8-K of Uniroyal
Chemical Corporation and Uniroyal Chemical Company, Inc. dated September 27,
1996.
Yours truly,
/s/ Deloitte & Touche LLP.
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Deloitte Touche
Tohmatsu
International
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