SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Uniroyal Chemical Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
90890310
(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).
**The total number of shares reported herein is -0-, which constitutes
approximately 0.0% of the total number of shares outstanding. All ownership
percentages set forth herein assume that there are 24,308,403 shares
outstanding.
<PAGE>
1. Name of Reporting Person:
Acadia Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: -0- (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: -0- (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares:
/ /
11. Percent of Class Represented by Amount in Row (9):0.0%
12. Type of Reporting Person: PN
(1) Power is exercised through its sole general partner, Acadia FW
Partners, L.P.
<PAGE>
1. Name of Reporting Person:
Acadia FW Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: -0- (1)(2)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: -0- (1)(2)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
-0- (2)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.0%
12. Type of Reporting Person: PN
(1) Power is exercised through its managing general partner, Acadia
MGP, Inc.
(2) Solely in its capacity as the sole general partner of Acadia
Partners, L.P.
<PAGE>
1. Name of Reporting Person:
Acadia MGP, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: -0- (1)(2)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: -0- (1)(2)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
-0- (2)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.0%
12. Type of Reporting Person: CO
(1) Power is exercised through its President, J. Taylor Crandall.
(2) Solely in its capacity as the managing general partner of Acadia FW
Partners, L.P.
<PAGE>
1. Name of Reporting Person:
J. Taylor Crandall
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization: J. Taylor Crandall is a
citizen of the United States of America.
5. Sole Voting Power: -0- (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: -0- (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
-0- (1)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.0%
12. Type of Reporting Person: IN
(1) Solely in his capacity as the President of Acadia MGP, Inc.
<PAGE>
1. Name of Reporting Person:
UCC Investors, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: -0- (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: -0- (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.0%
12. Type of Reporting Person: PN
(1) Power is exercised through its sole general partner, Daniel L.
Doctoroff.
<PAGE>
1. Name of Reporting Person:
Daniel L. Doctoroff
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization: Daniel L. Doctoroff is a
citizen of the United States of America.
5. Sole Voting Power: -0- (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: -0- (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
-0- (1)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.0%
12. Type of Reporting Person: IN
(1) Solely in his capacity as the sole general partner of UCC
Investors, L.P.
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules
and Regulations under the Act, the undersigned hereby amend their Schedule
13G Statement relating to the Common Stock, par value $.01 per share, of
Uniroyal Chemical Corporation, dated February 7, 1996, filed on behalf of
Acadia Partners, L.P., a Delaware limited partnership ("Acadia"), Acadia FW
Partners, L.P., a Delaware limited partnership ("Acadia FW"), Acadia MGP,
Inc., a Texas corporation ("Acadia MGP"), J. Taylor Crandall ("Crandall"),
UCC Investors, L.P., a Delaware limited partnership ("Investors"), and Daniel
L. Doctoroff ("Doctoroff") (the "Schedule 13G"). Unless otherwise indicated,
all defined terms used herein shall have the same meanings respectively
ascribed to them in the Schedule 13G. Pursuant to Item 101(a)(2)(ii) of
Regulation S-T, this filing restates in its entirety the Reporting Persons'
(as hereinafter defined) Schedule 13G with respect to Uniroyal Chemical
Corporation.
Item 1(a). Name of Issuer.
The name of the issuer is Uniroyal Chemical Corporation (the
"Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices.
The principal executive offices of the Issuer are located at Benson
Road, Middlebury, Connecticut 06749.
Item 2(a). Names of Persons Filing.
Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Act"), the undersigned hereby file this Schedule 13G Statement
on behalf of Acadia Partners, L.P., a Delaware limited partnership
("Acadia"), Acadia FW Partners, L.P., a Delaware limited partnership ("Acadia
FW"), Acadia MGP, Inc., a Texas corporation ("Acadia MGP"), J. Taylor
Crandall ("Crandall"), UCC Investors, L.P., a Delaware limited partnership
("Investors"), and Daniel L. Doctoroff ("Doctoroff"). Acadia, Acadia FW,
Acadia MGP, Crandall, Investors and Doctoroff are sometimes hereinafter
referred to as the "Reporting Persons". The Reporting Persons are making
this single, joint filing because they may be deemed to constitute a "group"
within the meaning of Section 13(d)(3) of the Act, although neither the fact
of this filing nor anything contained herein shall be deemed to be an
admission by the Reporting Persons that a group exists.
Item 2(b). Address of Principal Business Office, or if None, Residence.
The address of the principal business office or residence of each
of the Reporting Persons is as follows:
Principal Business or
Name Residence Address
Acadia 3100 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Acadia FW 3100 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Acadia MGP 3100 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Principal Business or
Name Residence Address
Crandall 3100 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Investors 65 East 55th Street
New York, New York 10022
Doctoroff 65 East 55th Street
New York, New York 10022
Item 2(c). Citizenship.
All of the natural persons identified in Item 2(a) are citizens of
the United States of America.
Item 2(d). Title of Class of Securities.
This Schedule 13G statement relates to the common stock, par value
$.01 per share, of the Issuer (the "Stock").
Item 2(e). CUSIP Number.
The CUSIP number of the Stock is 90890310.
Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b).
This Schedule 13G Statement is not being filed pursuant to Rule
13d-1(b) or Rule 13d-2(b).
Item 4. Ownership.
(a) - (b)
None of the Reporting Persons is the beneficial owner of any shares
of the Stock.
(c)
None of the Reporting Persons has any power to vote or to direct
the vote or to dispose or to direct the disposition of any shares of the
Stock.
Item 5. Ownership of Five Percent or Less of a Class.
The Reporting Persons have ceased to be the beneficial owners of
more than five percent of the outstanding shares of the Stock.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
No person other than the Reporting Persons has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from
the sale of, the shares of the Stock owned by them.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
This Schedule 13G Statement is not being filed by a parent holding
company.
Item 8. Identification and Classification of Members of the Group.
This Schedule 13G Statement is being filed on behalf of each of the
Reporting Persons pursuant to Rules 13d-1(c) and 13d-1(f)(1)(iii). The
identity of each of the Reporting Persons is set forth in Item 2(a) hereof.
The agreement required by Rule 13d-1(f)(1)(iii) is attached hereto as Exhibit
99.1.
Item 9. Notice of Dissolution of Group.
It is inapplicable for the purposes herein to provide notice of
dissolution of a group.
Item 10. Certification.
This filing on Schedule 13G is not being made pursuant to Rule 13d-
1(b).
<PAGE>
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
Dated: February 14, 1997
ACADIA PARTNERS, L.P.
By: ACADIA FW PARTNERS, L.P.,
General Partner
By: ACADIA MGP, INC.,
Managing General Partner
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
ACADIA FW PARTNERS, L.P.
By: ACADIA MGP, INC.,
Managing General Partner
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
ACADIA MGP, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
UCC INVESTORS, L.P.
By: /s/ Daniel L. Doctoroff
Daniel L. Doctoroff,
General Partner
/s/ Daniel L. Doctoroff
DANIEL L. DOCTOROFF
EXHIBIT 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the
General Rules and Regulations of the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended, the undersigned agree that
the statement to which this Exhibit is attached is filed on behalf of them in
the capacities set forth hereinbelow.
ACADIA PARTNERS, L.P.
By: ACADIA FW PARTNERS, L.P.,
General Partner
By: ACADIA MGP, INC.,
Managing General Partner
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
ACADIA FW PARTNERS, L.P.
By: ACADIA MGP, INC.,
Managing General Partner
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
ACADIA MGP, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
UCC INVESTORS, L.P.
By: /s/ Daniel L. Doctoroff
Daniel L. Doctoroff,
General Partner
/s/ Daniel L. Doctoroff
DANIEL L. DOCTOROFF
