SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 11-K
(Mark One)
[X] Annual Report pursuant to Section 15 (d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1997
OR
[ ] Transition report pursuant to Section 15 (d) of the
Securities Exchange Act of 1934
For the transition period from ________ to _________
Commission file number 0-25586 and 33-66740
A. Full title of the Plan and the address of the Plan, if
different from that of the issuer named below:
UNIROYAL CHEMICAL COMPANY, INC.
RETIREMENT RESERVE FUND PLAN
BENSON ROAD
MIDDLEBURY, CT 06749
B. Name of issuer of the securities held pursuant to the
Plan and the address of its principal executive
office:
Crompton & Knowles Corporation
One Station Place - Metro Center
Stamford, Connecticut 06902
UNIROYAL CHEMICAL COMPANY, INC
RETIREMENT RESERVE FUND PLAN
Index to Financial Statements
Independent Auditors' Report
Statements of Net Assets Available for Plan Benefits as of
December 31, 1997 and 1996
Statements of Changes in Net Assets Available for
Plan Benefits as of December 31, 1997 and 1996
Notes to Financial Statements
Statements of Net Assets Available for Plan Benefits, Fund
Information
Statements of Changes in Net Assets Available for Plan Benefits,
Fund Information
Schedule of Assets Held for Investment Purposes as of Year Ended
December 31, 1997
Schedule of Reportable (5%) Transactions for the Year Ended
December 31, 1997
Signature
UNIROYAL CHEMICAL COMPANY, INC
RETIREMENT RESERVE FUND PLAN
Financial Statements and Schedules
December 31, 1997 and 1996
(With Independent Auditors' Report Thereon)
UNIROYAL CHEMICAL COMPANY, INC
RETIREMENT RESERVE FUND PLAN
Index
Independent Auditors' Report
Statements of Net Assets Available for Plan Benefits as of
December 31, 1997 and 1996
Statements of Changes in Net Assets Available for
Plan Benefits as of December 31, 1997 and 1996
Notes to Financial Statements
Other Information
Schedule
Schedule of Assets Held for Investment Purposes
as of Year Ended December 31, 1997.................... I
Schedule of Reportable (5%) Transactions
for the Year Ended December 31, 1997.................... II
Independent Auditors' Report
Board of Directors
Uniroyal Chemical Company, Inc.
Middlebury, Connecticut:
We have audited the accompanying statements of net assets
available for plan benefits of Uniroyal Chemical Company, Inc.
Retirement Reserve Fund Plan (the "Plan") as of December 31, 1997
and 1996, and the related statements of changes in net assets
available for plan benefits for the years then ended. These
financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for plan benefits of the Plan as of December 31, 1997
and 1996, and the changes in net assets available for plan
benefits for the years then ended in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedules of Assets Held for Investment Purposes at
December 31, 1997 and Reportable (5%) Transactions for the year
ended December 31, 1997 are presented for the purpose of
additional analysis and are not a required part of the basic
financial statements but are supplementary information required
by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act
of 1974. These supplemental schedules are the responsibility of
the Plan's management. The columnar information other than the
Totals as well as the Fund Information in the statements of net
assets available for plan benefits and the statements of changes
in net assets available for plan benefits are presented for
purposes of additional analysis rather than to present the net
assets available for plan benefits and changes in net assets
available for plan benefits of each column or fund. The
supplemental schedules, columnar information and Fund Information
have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/KPMG Peat Marwick LLP
Stamford, Connecticut
June 23, 1998
UNIROYAL CHEMICAL COMPANY, INC.
RETIREMENT RESERVE FUND PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1997 and 1996
1997
Individually
Managed Scudder Vanguard
Investments Funds Funds Total
Assets
Guaranteed investment contracts
and short term
investment funds $46,948,797 $ - $ - $ 46,948,797
Investment in registered
investment companies - 28,019,713 33,729,210 61,748,923
Common and
collective trust - - 3,040,761 3,040,761
Common stock of
Crompton & Knowles
Corporation - - 2,055,078 2,055,078
Loans receivable - 427,928 443,246 871,174
Income receivable - - - -
Contribution receivable from
Uniroyal Chemical
Company, Inc. 301,679 - - 301,679
Contributions receivable
from plan
participants - 187,787 293,617 481,404
Total assets 47,250,476 28,635,428 39,561,912 115,447,816
Liabilities
Administrative
expenses payable 27,465 - - 27,465
Total liabilities 27,465 - - 27,465
Net assets available
for plan benefits $47,223,011 $28,635,428 $39,561,912 $115,420,351
1996
Individually
Managed Scudder Vanguard
Investments Funds Funds Total
Assets
Guaranteed investment contracts
and short term
investment funds $44,301,947 $ - $ - $ 44,301,947
Investment in registered
investment companies - 23,183,219 30,350,835 53,534,054
Common and
collective trust
Common stock of
Crompton & Knowles
Corporation - - 845,792 845,792
Loans receivable - 342,178 431,266 773,444
Income receivable - - - -
Contribution receivable from
Uniroyal Chemical
Company, Inc. 343,084 - - 343,084
Contributions receivable
from plan
participants - 225,753 313,073 538,826
Total assets 44,645,031 23,751,150 31,940,966 100,337,147
Liabilities
Administrative
expenses payable 66,242 - - 66,242
Total liabilities 66,242 - - 66,242
Net assets available
for plan benefits $44,578,789 $23,751,150 $31,940,966 $100,270,905
See accompanying notes to financial statements
UNIROYAL CHEMICAL COMPANY, INC.
RETIREMENT RESERVE FUND PLAN
Statements of Changes in Net Assets Available for Plan Benefits
For the Years Ended December 31, 1997 and 1996
1997
Individually
Managed Scudder Vanguard
Investments Funds Funds Total
Additions attributed to:
Investment income:
Interest and
dividends $ 2,902,092 $ 2,393,634 $ 4,213,235 $ 9,508,961
Net appreciation in
fair value of
investments - 2,373,218 1,776,273 4,149,491
2,902,092 4,766,852 5,989,508 13,658,452
Contributions:
Employer 3,439,144 - - 3,439,144
Employee - 2,386,201 3,767,801 6,154,002
3,439,144 2,386,201 3,767,801 9,593,146
Total additions 6,341,236 7,153,053 9,757,309 23,251,598
Deductions attributed to:
Benefits paid to
participants 3,590,513 1,597,320 2,807,818 7,995,651
Administrative
expenses 106,501 - - 106,501
Total deductions 3,697,014 1,597,320 2,807,818 8,102,152
Inter - fund
transfers - (671,455) 671,455 -
Net increase 2,644,222 4,884,278 7,620,946 15,149,446
Net assets available
for plan benefits at
beginning of year 44,578,789 23,751,150 31,940,966 100,270,905
Net assets available
for plan benefits
at end of year $47,223,011 $28,635,428 $39,561,912 $115,420,351
1996
Individually
Managed Scudder Vanguard
Investments Funds Funds Total
Additions attributed to:
Investment income:
Interest and
dividends $ 2,663,387 $ 1,872,262 $ 2,427,834 $ 6,963,483
Net appreciation in
fair value of
investments - 1,047,539 2,113,616 3,161,155
2,663,387 2,919,801 4,541,450 10,124,638
Contributions:
Employer 3,351,007 - - 3,351,007
Employee - 2,464,267 3,289,748 5,754,015
3,351,007 2,464,267 3,289,748 9,105,022
Total additions 6,014,394 5,384,068 7,831,198 19,229,660
Deductions attributed to:
Benefits paid to
participants 3,744,831 1,475,501 1,837,175 7,057,507
Administrative
expenses 124,500 - - 124,500
Total deductions 3,869,331 1,475,501 1,837,175 7,182,007
Inter - fund
transfers - (1,008,558) 1,008,558 -
Net increase 2,145,063 2,900,009 7,002,581 12,047,653
Net assets available
for plan benefits at
beginning of year 42,433,726 20,851,141 24,938,385 88,223,252
Net assets available
for plan benefits
at end of year $44,578,789 $23,751,150 $31,940,966 $100,270,905
See accompanying notes to financial statements
UNIROYAL CHEMICAL COMPANY INC
RETIREMENT RESERVE FUND PLAN
Notes To Financial Statements
1. Plan Description
General
The Uniroyal Chemical Company, Inc. Retirement Reserve Fund Plan
(the "Plan") is a defined contribution plan established by
Uniroyal Chemical Company Inc. (the "Company") on January 1, 1990
by the merger of previously existing plans. An employee is
eligible to participate in the Plan upon completion of one month
of service. For complete information see the Plan document.
The Plan is administered by the Retirement Board (the "Board")
consisting of persons appointed by the Board of Directors of the
Company.
The Plan covers all salaried management employees who are not
covered by the terms of a collective bargaining agreement, unless
such agreement expressly provides for participation of the Plan.
Additionally, any employee who on December 31, 1989, was a
participant in either of the predecessor savings plans shall
continue as a participant of the Plan.
Contributions
The Company contributes certain percentages, as defined in the
Plan, of a participant's gross earnings to a guaranteed
investment contract account, whether or not the participant
chooses to contribute.
Each participant may contribute additional percentages of gross
earnings (subject to the Internal Revenue Code limitation for
individual contributions to a tax qualified plan) to the Plan,
through payroll deductions, as voluntary contributions, for
investment in various mutual funds. The Company provides matching
contributions of 33 1/3% of the first 6% of the participant's
voluntary contributions.
Basic employer contributions are immediately 100% vested.
Matching employer contributions are vested 33 1/3% after two
years of service, 66 2/3% after 3 years of service and 100% for 4
or more years of service.
For purposes of this Plan, gross earnings means the participant's
pay before any taxes or deductions are withheld. The amount a
participant chooses to contribute is not subject to federal
income tax until the participant receives payment from the Plan.
A participant may elect to change their contribution percentage
on January 1, April 1, July 1, and October 1.
Contributions to the Plan may be suspended as of the first day of
any payroll period in which the suspension is to take effect.
The contribution may be resumed as of the first day of any
payroll period upon thirty days notice without any penalty during
the same calendar year. In any subsequent year, contributions
may begin at a different rate the first of each calender quarter.
Employer contributions are invested in guaranteed investment
contracts and short-term pooled investment funds maintained by
the State Street Bank and Trust Company. Voluntary contributions
are invested in stock and mutual funds maintained by the Scudder
Investment Group and the Vanguard Investment Group. The
participant elects to allocate the voluntary contributions in
whole multiples of 25% in one or more of the authorized mutual
funds. Accumulated balances can be transferred between funds and
investment allocation ratios can be changed with respect to
future contributions.
In any Plan year, the sum of Company and participant's voluntary
and deferred contributions under the Plan are subject to
Internal Revenue Service limitations and shall not exceed the
lesser of $30,000 or 25% of such participant's compensation.
Withdrawals
At age 59 1/2 and thereafter, an active employee can withdraw funds
from the balance of his retirement reserve fund account at any
time. Before 59 1/2, withdrawals can be made from voluntary
contributions in the event of demonstrated financial hardship, as
determined by the Plan Administrator according to rules of the
Internal Revenue Service.
If the participant's employment terminates, the participant's
account balance will be distributed the month following the end
of the month in which his employment ends. At December 31, 1997
and 1996 benefit payments due employees who terminated prior to
year end and requested distribution of their accounts totaled
approximately $499,000 and $1,517,000 respectively. These
amounts have not been recorded in the financial statements but
are included as benefit payments and liabilities in the Plan's
Form 5500.
2. Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared on the
accrual basis of accounting.
Employee Accounts
The Aon Consulting Company (the "record keeper") maintains an
account for each participant for the amount of Company
contributions in fixed principal and income contracts and
subsequent income thereon.
The investment companies, Scudder Investment Group and Vanguard
Investment Group, maintain an account for each participant who
elects to make voluntary contributions and are directed by the
participant as to the investment of the contributions.
Expenses
Expenses incurred by the Chase Manhattan Bank (the "trustee") and
reasonable fees charged by the trustee and record keeper in
administering the Plan are paid by the Plan, except to the extent
that the Company shall otherwise provide for such payment. The
Company pays for fees charged by Scudder Investment Group and
Vanguard Investment Group. The Company provides administrative
and accounting services for the Plan at no charge.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported changes in net assets available for plan benefits during
the reporting period. Actual results could differ from those
estimates.
Loans
The Plan permits participants to borrow funds from the Plan
subject to certain restrictions. The minimum amount that may be
borrowed is $1,000. A participant may not have more than one
loan outstanding at any time. The maximum amount which may be
borrowed is the lesser of $50,000 reduced by (a) the outstanding
balance of loans from the Plan to the participant on the date the
loan is made, or (b) the highest outstanding balance of loans
from the Plan to the participant during the one-year period
ending on the day before the date the loan is made (excluding any
payments made) or 50% of the value of the participant's mutual
fund account on the date the loan is made. Loans bear interest
at a rate equal to 1.0% above the prime rate. Loans are payable
within five years except for those used to acquire a principal
residence which are payable within 15 years.
3. Investments
Certain investments of the Plan are held in an individually
managed investment portfolio. Such investments consist of shares
of unallocated guaranteed investment contracts and short term
pooled investment funds (cash equivalents). Guaranteed
investment contracts have been valued at contract value (which
approximates fair value). Contract value represents
contributions made by the Company, plus interest at the contract
rates, less withdrawals or transfers. The short term investment
funds are valued at cost plus accrued interest. Such investments
earned interest at rates ranging from 4.95% to 8.00% during 1997
and 4.83% to 8.18% during 1996.
Participant contributions may also be invested in the mutual
funds sponsored by registered investment companies as may be
authorized by the Board as eligible investment alternatives under
the Plan. Such investments are recorded at market valuations
which are based on published market prices. Purchases and sales
of investments are recorded as of the trade date.
The following table presents the fair values of investments at
December 31, 1997 and 1996. Investments that represent five
percent or more of the Plan's net assets for either year are
separately identified.
December 31,
Investments at Fair Value 1997 1996
Determined by Quoted Market Price:
Investments in registered investment companies:
Scudder Mutual Funds:
Scudder Large Company Value Fund $ 7,381,145 $ 5,761,006
Scudder Growth & Income Fund 9,115,077 6,529,542
Other (six funds) 11,523,491 10,892,671
Vanguard Mutual Funds:
Vanguard Windsor Fund 17,493,058 14,103,680
Vanguard Retirement Saving
Trust 3,040,761 2,936,005
Other (seven separate funds) 16,236,152 13,311,150
Total investments in registered
investment companies 64,789,684 53,534,054
Crompton & Knowles Common Stock 2,055,078 845,792
Investment At Contract Value
(Which Approximates Fair Value):
Value of interest in guaranteed
investment contracts and short term
pooled investment funds 46,948,797 44,301,947
Total investments $113,793,569 $98,681,793
During 1997 and 1996, investments in registered investment
companies (including investments bought, sold, as well as, held
during the period) appreciated in value by $4,149,491 and
$3,161,155, respectively.
4. Tax Status
The Plan obtained its latest determination letter in December,
1996, in which the Internal Revenue Service stated that the Plan,
as designed, is in compliance with the applicable requirements of
the Internal Revenue Code. Therefore, no provision for income
taxes has been included in the Plan's financial statements.
5. Party-In-Interest Transactions
The Chase Manhattan Bank, Aon Consulting , State Street Bank and
Trust Company, Scudder Investment Group, Vanguard Investment
Group and participants receiving plan loans are parties-in-
interest as defined in Section 3(14) of the Employee Retirement
Income Security Act of 1974. During the years 1997 and 1996,
there were no prohibited party-in-interest transactions.
6. Priorities Upon Termination of the Plan
The Board of Directors of the Company shall have the right from
time to time to add to, modify or amend the Plan and to suspend
for any period of time the contributions to be made by all
participants and the Company to the Plan, and shall have the
right at any time to terminate the Plan, provided that no such
addition to, modification, amendment or termination of the Plan
shall have the effect of reducing the interest of any participant
accrued under the Plan or of diverting any part of the assets of
the Trust Fund for purposes other than provided in the Plan.
Upon any termination of the Plan, or complete and permanent
discontinuance of contributions of all participants, the value of
each participant's fixed principal and income account and mutual
fund account, shall be delivered and paid as soon as practicable.
7. Statement of net assets available and changes in net assets
available by fund option for Scudder Investment Group and
Vanguard Investment Group are presented on the Fund Information
attached.
8. Subsequent Events
Effective January 1, 1998, all employer contributions follow the
participant's investment selections at Scudder and Vanguard
Investment Groups. The guaranteed investment contracts will be
held until the contract matures and will then be invested
according to the employees investment selections.
UNIROYAL CHEMICAL COMPANY, INC.
RETIREMENT RESERVE FUND PLAN
Statement of Net Assets Available for Plan
Benefits, Fund Information
Scudder Investment Group
December 31,1997
U.S.
LARGE TREASURY
GNMA GLOBAL COMPANY MONEY
FUND FUND FUND FUND
ASSETS:
Investments in registered
investment
companies $ 346,398 $ 2,125,522 $ 7,381,145 $ 1,200,629
Loans receivable - - - -
Contributions receivable
from plan
participants 3,921 20,854 39,883 9,276
Net assets available
for plan benefits$ 350,319 $ 2,146,376 $ 7,421,028 $ 1,209,905
GROWTH RETIREMENT
INCOME & INCOME SAVINGS DEVELOPMENT
FUND FUND TRUST FUND
ASSETS:
Investments in registered
investment
companies $ 1,508,211 $ 9,115,077 $ 1,820,227 $ 4,522,504
Loans receivable - - - -
Contributions receivable
from plan
participants 8,969 61,259 14,187 29,438
Net assets available
for plan benefits$ 1,517,180 $ 9,176,336 $ 1,834,414 $ 4,551,942
LOAN
FUND TOTAL
ASSETS:
Investments in registered
investment
companies $ - $ 28,019,713
Loans receivable 427,928 427,928
Contributions receivable
from plan
participants - 187,787
Net assets available
for plan
benefits $ 427,928 $ 28,635,428
UNIROYAL CHEMICAL COMPANY, INC.
RETIREMENT RESERVE FUND PLAN
Statement of Changes in Net Assets Available
for Plan Benefits, Fund Information
Scudder Investment Group
December 31,1997
U.S.
LARGE TREASURY
GNMA GLOBAL COMPANY MONEY
FUND FUND FUND FUND
Additions attributed to:
Investment income:
Interest and
dividends $ 20,414 $ 345,826 $ 528,942 $ 54,355
Net appreciation
(depreciation)
in fair value of
investments 4,776 (43,193) 1,286,283 -
25,190 302,633 1,815,225 54,355
Contributions:
Employer - - - -
Employee 46,994 259,089 526,040 106,763
46,994 259,089 526,040 106,763
Total additions 72,184 561,722 2,341,265 161,118
Deductions attributed to:
Benefits paid to
participants 36,189 113,607 320,856 189,434
Total deductions 36,189 113,607 320,856 189,434
Inter - fund transfers 12,032 (129,653) (410,790) (5,350)
Net increase(decrease) 48,027 318,462 1,609,619 (33,666)
Net assets available
for plan benefits at
beginning of year 302,292 1,827,914 5,811,409 1,243,571
Net assets available
for plan benefits at
end of year $ 350,319 $ 2,146,376 $ 7,421,028 $ 1,209,905
GROWTH RETIREMENT
INCOME & INCOME SAVINGS DEVELOPMENT
FUND FUND TRUST FUND
Additions attributed to:
Investment income:
Interest and
dividends $ 69,253 $ 858,760 $ 82,561 $ 402,548
Net appreciation
(depreciation)
in fair value of
investments 28,271 1,232,010 - (134,929)
97,524 2,090,770 82,561 267,619
Contributions:
Employer - - - -
Employee 118,898 760,449 171,933 396,035
118,898 760,449 171,933 396,035
Total additions 216,422 2,851,219 254,494 663,654
Deductions attributed to:
Benefits paid to
participants 63,654 498,174 182,669 192,737
Total deductions 63,654 498,174 182,669 192,737
Inter - fund transfers 267,754 230,737 6,164 (697,124)
Net increase(decrease)420,522 2,583,782 77,989 (226,207)
Net assets available
for plan benefits at
beginning of year 1,096,658 6,592,554 1,756,425 4,778,149
Net assets available
for plan benefits at
end of year $ 1,517,180 $ 9,176,336 $ 1,834,414 $ 4,551,942
LOAN
FUND TOTAL
Additions attributed to:
Investment income:
Interest and
dividends $ 30,975 $ 2,393,634
Net appreciation
(depreciation)
in fair value of
investments - 2,373,218
30,975 4,766,852
Contributions:
Employer - -
Employee 2,386,201
- 2,386,201
Total additions 30,975 7,153,053
Deductions attributed to:
Benefits paid to
participants - 1,597,320
Total deductions - 1,597,320
Inter - fund transfers 54,775 (671,455)
Net increase(decrease) 85,750 4,884,278
Net assets available
for plan benefits at
beginning of year 342,178 23,751,150
Net assets available
for plan benefits at
end of year $ 427,928 $ 28,635,428
UNIROYAL CHEMICAL COMPANY, INC.
RETIREMENT RESERVE FUND PLAN
Statement of Net Assets Available for Plan
Plan Benefits, Fund Information
Vanguard Group
December 31,1997
Crompton & VANGUARD
Knowles VANGUARD VANGUARD MORGAN
Corp. WINDSOR EXPLORER GROWTH
Stock FUND FUND FUND
ASSETS:
Investments in registered
investment
companies $ - $ 17,493,058 $ 1,973,233 $ 2,850,321
Common and
collective trust - - - -
Stock and other
blended funds 2,055,078 - - -
Loans receivable - - - -
Contributions receivable
from plan
participants 16,462 112,293 18,502 24,287
Net assets available
for plan benefits $ 2,071,540 $ 17,605,351 $ 1,991,735 $ 2,874,608
LONG-TERM
CORPORATE VMMR VANGUARD VANGUARD
BOND PRIME INDEX 500 STAR
FUND PORTFOLIO PORTFOLIO PORTFOLIO
ASSETS:
Investments in registered
investment
companies $ 1,300,578 $ 2,097,849 $ 2,435,075 $ 2,742,084
Common and
collective trust - - - -
Stock and other
blended funds - - - -
Loans receivable - - - -
Contributions receivable
from plan
participants 6,678 14,263 31,618 22,503
Net assets available
for plan benefits $ 1,307,256 $ 2,112,112 $ 2,466,693 $ 2,764,587
RETIREMENT INTERNATIONAL
SAVINGS GROWTH LOAN
TRUST PORTFOLIO FUND TOTAL
ASSETS:
Investments in registered
investment
companies $ - $ 2,837,012 $ - $ 33,729,210
Common and
collective trust 3,040,761 - - 3,040,761
Stock and other
blended funds - - - 2,055,078
Loans receivable - - 443,246 443,246
Contributions receivable
from plan
participants 24,282 22,729 - 293,617
Net assets available
for plan benefits $ 3,065,043 $ 2,859,741 $ 443,246 $ 39,561,912
UNIROYAL CHEMICAL COMPANY, INC.
RETIREMENT RESERVE FUND PLAN
Statement of Changes in Net Assets Available for
Plan Benefits, Fund Information
Vanguard Group
December 31,1997
Crompton & VANGUARD
Knowles VANGUARD VANGUARD MORGAN
Corp. WINDSOR EXPLORER GROWTH
Stock FUND FUND FUND
Additions attributed to:
Investment income:
Interest and
dividends $ 3,788 $ 2,791,622 $ 195,162 $ 380,602
Net appreciation
(depreciation)
in fair value
of investments 432,650 406,029 25,057 269,875
436,438 3,197,651 220,219 650,477
Contributions:
Employer - - - -
Employee 202,515 1,503,741 235,351 288,882
202,515 1,503,741 235,351 288,882
Total additions 638,953 4,701,392 455,570 939,359
Deductions attributed to:
Benefits paid to
participants 13,917 1,169,338 112,196 151,497
Total deductions 13,917 1,169,338 112,196 151,497
Inter - fund
transfers 589,312 (158,155) (185,507) (13,583)
Net increase
(decrease) 1,214,348 3,373,899 157,867 774,279
Net assets available
for plan benefits at
beginning of year 857,192 14,231,452 1,833,868 2,100,329
Net assets available
for plan benefits at
end of year $ 2,071,540 $ 17,605,351 $ 1,991,735 $ 2,874,608
LONG-TERM
CORPORATE VMMR VANGUARD VANGUARD
BOND PRIME INDEX 500 STAR
FUND PORTFOLIO PORTFOLIO PORTFOLIO
Additions attributed to:
Investment income:
Interest and
dividends $ 89,150 $ 110,690 $ 44,332 $ 258,218
Net appreciation
(depreciation)
in fair value
of investments 61,441 - 400,021 213,032
150,591 110,690 444,353 471,250
Contributions:
Employer - - - -
Employee 92,872 171,817 341,438 286,839
92,872 171,817 341,438 286,839
Total additions 243,463 282,507 785,791 758,089
Deductions attributed to:
Benefits paid to
participants 50,776 413,305 100,391 61,986
Total deductions 50,776 413,305 100,391 61,986
Inter - fund
transfers (33,806) (126,743) 857,535 (118,925)
Net increase
(decrease) 158,881 (257,541) 1,542,935 577,178
Net assets available
for plan benefits at
beginning of year 1,148,375 2,369,653 923,758 2,187,409
Net assets available
for plan benefits at
end of year $ 1,307,256 $ 2,112,112 $ 2,466,693 $ 2,764,587
RETIREMENT INTERNATIONAL
SAVINGS GROWTH LOAN
TRUST PORTFOLIO FUND TOTAL
Additions attributed to:
Investment income:
Interest and
dividends $ 178,244 $ 120,842 $ 40,585 $ 4,213,235
Net appreciation
(depreciation)
in fair value
of investments - (31,832) - 1,776,273
178,244 89,010 40,585 5,989,508
Contributions:
Employer - - - -
Employee 297,956 346,390 - 3,767,801
297,956 346,390 - 3,767,801
Total additions 476,200 435,400 40,585 9,757,309
Deductions attributed to:
Benefits paid to
participants 460,456 270,704 3,252 2,807,818
Total deductions 460,456 270,704 3,252 2,807,818
Inter - fund
transfers 87,598 (200,918) (25,353) 671,455
Net increase
(decrease) 103,342 (36,222) 11,980 7,620,946
Net assets available
for plan benefits at
beginning of year 2,961,701 2,895,963 431,266 31,940,966
Net assets available
for plan benefits at
end of year $ 3,065,043 $ 2,859,741 $ 443,246 $ 39,561,912
UNIROYAL CHEMICAL COMPANY, INC.
RETIREMENT RESERVE FUND PLAN
Statement of Net Assets Available for Plan
Benefits, Fund Information
Scudder Investment Group
December 31,1996
U.S.
CAPITAL TREASURY
GNMA GLOBAL GROWTH MONEY
FUND FUND FUND FUND
ASSETS:
Investments in registered
investment
companies $ 297,102 $ 1,803,240 $ 5,761,006 $ 1,233,383
Loans receivable - - - -
Contributions receivable
from plan
participants 5,190 24,674 50,403 10,188
Net assets available
for plan benefits $ 302,292 $ 1,827,914 $ 5,811,409 $ 1,243,571
GROWTH CASH
INCOME & INCOME INVESTMENT DEVELOPMENT
FUND FUND TRUST FUND
ASSETS:
Investments in registered
investment
companies $ 1,085,931 $ 6,529,542 $ 1,739,708 $ 4,733,307
Loans receivable - - - -
Contributions receivable
from plan
participants 10,727 63,012 16,717 44,842
Net assets available
for plan benefits $ 1,096,658 $ 6,592,554 $ 1,756,425 $ 4,778,149
LOAN
FUND TOTAL
ASSETS:
Investments in registered
investment
companies $ - $ 23,183,219
Loans receivable 342,178 342,178
Contributions receivable
from plan
participants - 225,753
Net assets available
for plan benefits $ 342,178 $ 23,751,150
UNIROYAL CHEMICAL COMPANY, INC.
RETIREMENT RESERVE FUND PLAN
Statement of Changes in Net Assets Available
for Plan Benefits, Fund Information
Scudder Investment Group
December 31,1996
U.S.
CAPITAL TREASURY
GNMA GLOBAL GROWTH MONEY
FUND FUND FUND FUND
Additions attributed to:
Investment income:
Interest and
dividends $ 24,619 $ 115,032 $ 622,093 $ 52,986
Net appreciation
(depreciation)
in fair value
of investments (10,814) 107,685 338,931 -
13,805 222,717 961,024 52,986
Contributions:
Employer - - - -
Employee 46,476 267,688 562,969 105,775
46,476 267,688 562,969 105,775
Total additions 60,281 490,405 1,523,993 158,761
Deductions attributed to:
Benefits paid to
participants 117,131 99,032 292,956 98,558
Total deductions 117,131 99,032 292,956 98,558
Inter - fund
transfers (61,149) (116,910) (354,170) 18,944
Net increase
(decrease) (117,999) 274,463 876,867 79,147
Net assets available
for plan benefits at
beginning of year 420,291 1,553,451 4,934,542 1,164,424
Net assets available
for plan benefits at
at end of year $ 302,292 $ 1,827,914 $ 5,811,409 $ 1,243,571
GROWTH CASH
INCOME & INCOME INVESTMENT DEVELOPMENT
FUND FUND TRUST FUND
Additions attributed to:
Investment income:
Interest and
dividends $ 83,498 $ 384,510 $ 82,465 $ 507,059
Net appreciation
(depreciation)
in fair value
of investments (40,864) 750,240 - (95,677)
42,634 1,134,750 82,465 411,382
Contributions:
Employer - - - -
Employee 148,860 670,163 191,926 470,410
148,860 670,163 191,926 470,410
Total additions 191,494 1,804,913 274,391 881,792
Deductions attributed to:
Benefits paid to
participants 115,565 423,681 103,637 221,926
Total deductions 115,565 423,681 103,637 221,926
Inter - fund
transfers (425,777) 249,432 (288,055) (76,611)
Net increase
(decrease) (349,848) 1,630,664 (117,301) 583,255
Net assets available
for plan benefits at
beginning of year 1,446,506 4,961,890 1,873,726 4,194,894
Net assets available
for plan benefits at
at end of year $ 1,096,658 $ 6,592,554 $ 1,756,425 $ 4,778,149
LOAN
FUND TOTAL
Additions attributed to:
Investment income:
Interest and
dividends $ - $ 1,872,262
Net appreciation
(depreciation)
in fair value
of investments (1,962) 1,047,539
(1,962) 2,919,801
Contributions:
Employer - -
Employee 2,464,267
- 2,464,267
Total additions (1,962) 5,384,068
Deductions attributed to:
Benefits paid to
participants 3,015 1,475,501
Total deductions 3,015 1,475,501
Inter - fund
transfers 45,738 (1,008,558)
Net increase
(decrease) 40,761 2,900,009
Net assets available
for plan benefits at
beginning of year 301,417 20,851,141
Net assets available
for plan benefits at
at end of year $ 342,178 $ 23,751,150
UNIROYAL CHEMICAL COMPANY, INC.
RETIREMENT RESERVE FUND PLAN
Statement of Net Assets Available for Plan Benefits, Fund Information
Vanguard Group
December 31,1996
Crompton & VANGUARD
Knowles VANGUARD VANGUARD MORGAN
Corp. WINDSOR EXPOLORER GROWTH
Stock FUND FUND FUND
ASSETS:
Investments in registered
investment
companies $ - $ 14,103,680 $ 1,811,779 $ 2,075,252
Common and
collective trust - - - -
Stock and other
blended funds 845,792 - - -
Loans receivable - - - -
Contributions receivable
from plan
participants 11,400 127,772 22,089 25,077
Net assets available
for plan benefits $ 857,192 $ 14,231,452 $ 1,833,868 $ 2,100,329
LONG-TERM
CORPORATE VMMR VANGUARD VANGUARD
BOND PRIME GNMA INDEX 500
FUND PORTFOLIO PORTFOLIO PORTFOLIO
ASSETS:
Investments in registered
investment
companies $ 1,138,708 $ 2,349,170 $ - $ 906,686
Common and
collective trust - - - -
Stock and other
blended funds - - - -
Loans receivable - - - -
Contributions receivable
from plan
participants 9,667 20,483 - 17,072
Net assets available
for plan benefits $ 1,148,375 $ 2,369,653 $ - $ 923,758
VANGUARD INVESTMENT INTERNATIONAL
STAR CONTRACT GROWTH LOAN
PORTFOLIO TRUST PORTFOLIO FUND
ASSETS:
Investments in registered
investment
companies $ 2,162,318 $ - $ 2,867,236 $ -
Common and
collective trust - 2,936,005 - -
Stock and other
blended funds - - - -
Loans receivable - - - 431,266
Contributions receivable
from plan
participants 25,091 25,696 28,727 -
Net assets available
for plan benefits $ 2,187,409 $ 2,961,701 $ 2,895,963 $ 431,266
TOTAL
ASSETS:
Investments in registered
investment
companies $ 27,414,830
Common and
collective trust 2,936,005
Stock and other
blended funds 845,792
Loans receivable 431,266
Contributions receivable
from plan
participants 313,073
Net assets available
for plan benefits $ 31,940,966
UNIROYAL CHEMICAL COMPANY, INC.
RETIREMENT RESERVE FUND PLAN
Statement of Changes in Net Assets Available for Plan Benefits, Fund
Information
Vanguard Group
December 31, 1996
Crompton & VANGUARD
Knowles VANGUARD VANGUARD MORGAN
Corp. WINDSOR EXPOLORER GROWTH
Stock FUND FUND FUND
Additions attributed to:
Investment income:
Interest and
dividends $ - $ 1,351,823 $ 98,351 $ 196,386
Net appreciation
(depreciation)
in fair value
of investments 41,435 1,535,090 102,712 150,213
41,435 2,886,913 201,063 346,599
Contributions:
Employer - - - -
Employee 26,386 1,372,527 222,367 212,503
26,386 1,372,527 222,367 212,503
Total additions 67,821 4,259,440 423,430 559,102
Deductions attributed to:
Benefits paid to
participants - 534,369 69,482 42,537
Total deductions - 534,369 69,482 42,537
Inter - fund
transfers 789,371 (578,185) 98,740 188,438
Net increase
(decrease) 857,192 3,146,886 452,688 705,003
Net assets available
for plan benefits at
beginning of year - 11,084,566 1,381,180 1,395,326
Net assets available
for plan benefits at
end of year $ 857,192 $ 14,231,452 $ 1,833,868 $ 2,100,329
LONG-TERM
CORPORATE VMMR VANGUARD VANGUARD
BOND PRIME GNMA INDEX 500
FUND PORTFOLIO PORTFOLIO PORTFOLIO
Additions attributed to:
Investment income:
Interest and
dividends $ 100,983 $ 93,406 $ 20,222 $ 15,218
Net appreciation
(depreciation)
in fair value
of investments (85,775) - (5,982) 89,232
15,208 93,406 14,240 104,450
Contributions:
Employer - - - -
Employee 125,650 181,451 39,140 161,615
125,650 181,451 39,140 161,615
Total additions 140,858 274,857 53,380 266,065
Deductions attributed to:
Benefits paid to
participants 105,883 271,089 11,172 6,575
Total deductions 105,883 271,089 11,172 6,575
Inter - fund
transfers (121,646) 758,594 (513,457) 661,407
Net increase
(decrease) (86,671) 762,362 (471,249) 920,897
Net assets available
for plan benefits at
beginning of year 1,235,046 1,607,291 471,249 2,861
Net assets available
for plan benefits at
end of year $ 1,148,375 $ 2,369,653 $ - $ 923,758
VANGUARD INVESTMENT INTERNATIONAL
STAR CONTRACT GROWTH LOAN
PORTFOLIO TRUST PORTFOLIO FUND
Additions attributed to:
Investment income:
Interest and
dividends $ 193,863 $ 197,206 $ 124,036 $ 36,340
Net appreciation
(depreciation)
in fair value
of investment 80,717 - 205,974 -
274,580 197,206 330,010 36,340
Contributions:
Employer - - - -
Employee 245,077 333,775 369,257 -
245,077 333,775 369,257 -
Total additions 519,657 530,981 699,267 36,340
Deductions attributed to:
Benefits paid to
participants 119,493 611,102 61,438 4,035
Total deductions 119,493 611,102 61,438 4,035
Inter - fund
transfers 132,739 (601,918) 177,857 16,618
Net increase
(decrease) 532,903 (682,039) 815,686 48,923
Net assets available
for plan benefits at
beginning of year 1,654,506 3,643,740 2,080,277 382,343
Net assets available
for plan benefits at
end of year $ 2,187,409 $ 2,961,701 $ 2,895,963 $ 431,266
TOTAL
Additions attributed to:
Investment income:
Interest and
dividends $ 2,427,834
Net appreciation
(depreciation)
in fair value
of investments 2,113,616
4,541,450
Contributions:
Employer -
Employee 3,289,748
3,289,748
Total additions 7,831,198
Deductions attributed to:
Benefits paid to
participants 1,837,175
Total deductions 1,837,175
Inter - fund
transfers 1,008,558
Net increase
(decrease) 7,002,581
Net assets available
for plan benefits at
beginning of year 24,938,385
Net assets available
for plan benefits at
end of year $ 31,940,966
UNIROYAL CHEMICAL COMPANY, INC.
RETIREMENT RESERVE FUND PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
DESCRIPTION OF
IDENTITY INVESTMENT INCLUDING
OF ISSUE, MATURITY DATE,
BORROWER, RATE OF INTEREST,
LESSOR OR COLLATERAL, PAR CURRENT
SIMILAR PARTY* OR MATURITY VALUE SHARES COST VALUE
Scudder Trust
Company GNMA Fund 23,373.675 $ 341,520 $ 346,398
Scudder Trust
Company Global Fund 75,159.911 2,194,764 2,125,522
Scudder Trust Large Company
Company Value Fund 271,665.268 6,292,162 7,381,145
Scudder Trust US Treasury
Company Money Fund 1,200,629.140 1,200,629 1,200,629
Scudder Trust
Company Income Fund 111,968.124 1,482,436 1,508,211
Scudder Trust Growth and
Company Income Fund 333,519.112 8,100,100 9,115,077
Scudder Trust Cash Investment
Company Trust 1,800,226.800 1,820,227 1,820,227
Scudder Trust Development
Company Fund 117,315.272 4,634,152 4,522,504
26,065,990 28,019,713
Vanguard
Fiduiciary Crompton & Knowles
Trust Co. Stock Fund 137,832.250 1,619,427 2,055,078
Vanguard
Fiduiciary
Trust Co. Windsor Fund 1,030,215.398 15,661,158 17,493,058
Vanguard
Fiduiciary
Trust Co. Explorer Fund 35,682.326 1,706,407 1,973,233
Vanguard
Fiduiciary
Trust Co. Morgan Growth fun 162,504.076 2,350,037 2,850,321
Vanguard
Fiduiciary Long Term Corporate
Trust Co. Bond Fund 140,451.194 1,227,002 1,300,578
Vanguard
Fiduiciary VMMR - Prime
Trust Co. Portfolio 2,097,849.110 2,097,849 2,097,849
Vanguard
Fiduiciary
Trust Co. 500 Portfolio 27,035.360 2,021,289 2,435,075
Vanguard
Fiduiciary
Trust Co. Star Porfolio 157,772.403 2,382,395 2,742,084
Vanguard
Fiduiciary Retirement Savings
Trust Co. Trust 3,040,762.110 3,040,762 3,040,761
Vanguard
Fiduiciary International Growth
Trust Co. Portfolio 173,094.143 2,524,716 2,837,012
34,631,042 38,825,049
State Street
Bank and State Street Bank Stable Fixed
Trust Co. Income Fund 46,948,797 46,948,797
Loans receivable
from Plan Loans earn interest at the prime
Participants rate plus 1% 871,174 871,174
$108,517,003 $114,664,733
*Party - in - Interest
UNIROYAL CHEMICAL COMPANY, INC.
RETIREMENT RESERVE FUND PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
DECEMBER 31, 1997
Net
Indentity of Description Purchase Selling Cost of Gain
Party Involved of Asset Price Price Asset (Loss)
I. Series of Transactions
Vanguard
Fiduiary Trust
Company Windsor Fund$(5,843,963)$ - $5,843,963 $ -
SIGNATURE
The Plan. Pursuant to the requirements of the Securities and
Exchange Act of 1934, the Plan administrator has duly caused this
annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
UNIROYAL CHEMICAL COMPANY, INC
RETIREMENT RESERVE FUND PLAN
Date: June 23, 1998 By:/s/Charles J. Marsden
Charles J. Marsden
Senior Vice President &
Chief Financial Officer
