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, 1998
OR
[ ] Transition report pursuant to Section 15 (d) of the
Securities Exchange Act of 1934
For the transition period from ________ to _________
Commission file number 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.
SAVINGS PLAN A
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.
SAVINGS PLAN A
Index to Financial Statements
Independent Auditors' Report
Statements of Net Assets Available for Plan Benefits as of
December 31, 1998 and 1997
Statement of Changes in Net Assets Available for Plan Benefits
as of December 31, 1998 and 1997
Notes to Financial Statements
Statement of Net Assets Available for Plan Benefits, Fund Information
Statement of Changes in Net Assets Available for Plan Benefits, Fund
Information
Schedule of Assets Held for Investment Purposes as of Year Ended
December 31, 1998
Schedule of Reportable (5%) Transactions for the Year Ended
December 31, 1998
Signature
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
Financial Statements and Schedules
December 31, 1998 and 1997
(With Independent Auditors' Report Thereon)
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
Index
Independent Auditors' Report
Statements of Net Assets Available for Plan Benefits
as of December 31, 1998 and 1997
Statements of Changes in Net Assets Available for Plan
Benefits for the Years Ended December 31, 1998 and 1997
Notes to Financial Statements
Schedule
Schedule of Assets Held for Investment Purposes
as of Year Ended December 31, 1998................. I
Schedule of Reportable (5%) Transactions
for the Year Ended December 31, 1998................ 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. Savings Plan A (the "Plan") as of
December 31, 1998 and 1997, 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, 1998 and 1997, 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, 1998 and Reportable (5%)
Transactions for the year ended December 31, 1998 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 supplemental
schedules 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 LLP
June 4, 1999
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
Statements of Net Assets Available for Plan Benefits
December 31, 1998 and 1997
1998 1997
ASSETS:
Investments:
Guaranteed investment contracts $ 5,374,583 $ 8,950,115
Short term investment fund 2,810,939 3,124,413
Investments in registered
investment companies 2,473,283 231,824
Investments in common/collective trusts 1,672,534 53,281
Common stock of
Crompton & Knowles Corporation 109,938 12,595
Loans receivable 217,172 241,184
Contributions receivable from participants 102,015 115,279
Contribution receivable from Uniroyal
Chemical Company, Inc. 6,405 6,682
Total assets 12,766,869 12,735,373
LIABILITIES:
Administrative expenses payable 8,401 14,502
Net assets available for plan benefits $ 12,758,468 $ 12,720,871
See accompanying notes to financial statements
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
Statements of Changes in Net Assets Available for Plan Benefits
For the Years Ended December 31, 1998 and 1997
1998 1997
Additions attributed to:
Investment Income:
Interest income $ 825,159 $ 836,675
Net appreciation (depreciation)
in fair value of investments 39,245 (18,895)
864,404 817,780
Contributions:
Employer 69,898 75,447
Employee 1,256,926 1,248,910
1,326,824 1,324,357
Total additions 2,191,228 2,142,137
Deductions attributed to:
Benefits paid to participants 2,109,631 2,096,863
Administrative expenses 44,000 48,614
Total deductions 2,153,631 2,145,477
Net increase (decrease) 37,597 (3,340)
Net assets available for plan
benefits at beginning of year 12,720,871 12,724,211
Net assets available for plan
benefits at end of year $12,758,468 $ 12,720,871
See accompanying notes to financial statements
UNIROYAL CHEMICAL COMPANY, INC
SAVINGS PLAN A
Notes To Financial Statements
December 31, 1998 and 1997
1. Plan Description
The Uniroyal Chemical Company, Inc. Savings Plan A (the "Plan") is a
defined contribution plan established by Uniroyal Chemical Company, Inc. (the
"Company") on October 15, 1986 and amended and restated effective September 1,
1997 to provide a means for eligible employees to supplement their retirement
income. Participants receive retirement payments as of their retirement date
by electing one of several payment options as specified in the Plan. For
complete information, see the Plan document.
The Plan is administered by a Retirement Board consisting of persons
appointed by the Board of Directors of the Company.
Through August 31, 1997 the Plan covered all hourly-rate employees
represented by collective bargaining agents at the plants or other locations.
After August 31, 1997 the Plan covers all hourly-rate and salaried employees
represented by a collective bargaining agent at the plants or other locations
or hourly-rate employees not represented by a collective bargaining agent at a
plant or location to which the Plan has been extended.
Company Contributions
Contributions by the Company are made monthly for each hour for which the
participant receives pay from the Company, including 40 hours for each week of
vacation eligibility. In addition, the Company will contribute, based upon 40
hours, for any period of absence during which the participant accrues credited
service. The rate of contribution per hour is in accordance with the
following schedule:
Years of Service Rate Per Hour
0 - 14 $ .05
15 - 24 .12
25+ .18
except that through August 31, 1997, for all hourly-rate employees at the
Gastonia, North Carolina and the Bay Minette, Alabama chemical plants, the
rate of contribution per hour was in accordance with the following schedule:
Years of Service Rate Per Hour
0 - 15 $ .20
15+ .30
The Plan provides that, except in certain specified events, Company
contributions credited to a participant's account are not vested until the
completion of three years of service. Thereafter, all Company contributions
vest when made.
Participant Contributions
Each participant may contribute an amount not to exceed 15% of
compensation for each Plan year. Contributions shall be in whole percentages
of which up to 10% prior to September 1, 1997 could be made as voluntary
regular contributions. Voluntary regular contributions were treated as after
tax contributions. The difference between the voluntary regular contributions
percentage and the maximum of 15% of compensation was made as voluntary
deferred contributions. Voluntary deferred contributions are treated as pre-
tax contributions. Due to the Plan amendment participant contributions after
September 1, 1997 will be treated as pre-tax contributions.
Participant contributions are normally made by payroll deductions. In any
Plan year, the participant's voluntary and deferred contribution is subject to
Internal Revenue Service limitations. Additionally, in any Plan year, the
aggregate of the Company and participant contributions made for each employee
to all defined contribution plans is limited to the lesser of $30,000 or 25%
of the employee's compensation. A participant's voluntary regular and
deferred contributions account interest is at all times fully vested.
Investments
Prior to September 1, 1997 Employer contributions and participant
voluntary and deferred contributions were invested in guaranteed investment
contracts and short term investment funds maintained by the State Street Bank
and Trust Company ("State Street"). Subsequent to September 1, 1997 Employer
contributions are being invested in the Retirement Savings Trust fund
maintained by the Vanguard Investment Group. Participant contributions
subsequent to September 1, 1997 are being invested in stock and mutual funds
maintained by the Vanguard Investment Group.
The guaranteed investment contracts held by State Street at August 31,
1997 will be held to maturity and invested in short term investment funds.
These funds will be transferred to and invested in the Vanguard mutual funds
in five annual installments with the initial payment on December 31, 1997. The
Company contribution portion of each installment payment will be invested in
the Retirement Savings Trust Fund. The balance of each participants transfer
will be invested in the same ratio as the participant's then current voluntary
contribution allocation. If no current voluntary deferred contributions are
then being made by the participant, then such amounts will be invested in the
Retirement Savings Trust Fund.
Withdrawals and Forfeitures
A participant may withdraw in whole or in part, subject to a 90% maximum
on partial withdrawals, his voluntary contributions account at any time,
provided that each withdrawal is separated by a period of six months.
In the event of the termination of a participant's employment with the
Company because of retirement or death, the participant or a designated
beneficiary shall receive payment of his benefit account balance. At December
31, 1998 and 1997, benefit payments due employees who terminated prior to year
end and requested distributions of their accounts totaled $50,478 and $67,211
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.
Forfeitures, which consist of Company contributions credited to the
Company Basic Contributions Account applicable to participants who terminate
from the Plan and are not vested, are valued at the employees' share of the
cost of the Plan's investment plus accrued interest thereon and applied to
reduce the Company's current obligation to contribute to the Plan. There were
no forfeitures in 1998 and 1997.
2. Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared on the accrual
basis of accounting.
Employee Accounts
Aon Consulting, the record keeper of the Plan maintains an individual
account for each participant called a "Company Basic Contributions Account"
showing the amount of Company contributions in fixed principal and income
contracts through August 31, 1997. As these contracts mature the proceeds will
be invested in short term investments and finally in various Vanguard Funds as
selected by the participants.
The record keeper also maintains, for each participant who elects to make
voluntary contributions, a "Voluntary Deferred Contributions Account" showing
the amount of participant contributions in various Vanguard Funds.
Expenses
Expenses incurred are paid by the Plan except to the extent that the
Company shall provide for such payment. The Company provides administrative
and accounting services for the Plan at no charge.
Loans
The Plan permits participants to borrow funds from their Voluntary
Deferred Contributions subject to certain restrictions. The minimum amount
that may be borrowed was $500 through August 31, 1997 and $1,000 thereafter.
The maximum amount which may be borrowed is the lesser of $50,000 reduced by
the greater of (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 participants vested interest under the Plan
on the date the loan is made or the amount of the participants voluntary
deferred account not invested in the Crompton & Knowles Common Stock Fund.
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 10 years through August 31, 1997 and 15
years thereafter.
Use of Estimates
The preparation of financial statements is in conformity with generally
accepted accounting principles requires the Plan 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.
3. Investments
Short Term Investment Fund
The short-term investments funds are valued at cost plus accrued
interest. The carrying amount approximates fair value because of the short
maturity of those instruments. Interest rates for such investments at the end
of 1998 and 1997 was 5.3% and 5.8%, respectively.
Guaranteed Insurance Contracts
The guaranteed investment contracts with various insurance companies are
valued at contract value which approximates fair value. Such investments
earned interest at rates ranging from 5.32% to 7.47% during 1998 and at rates
ranging from 4.95% to 8.00% during 1997.
Mutual Funds
The mutual funds sponsored by registered investment companies are
recorded at market valuations which are based on published market prices.
Purchases and sales are recorded on a trade date basis.
Loans Receivable
The loans receivable from participants are valued at cost plus accrued
interest which approximates fair value.
4. Investments Exceeding 5% of Net Assets
The Plan's investments which exceeded 5% of net assets available for plan
benefits as of December 31, 1998 and 1997 are as follows:
Description of Investment 1998 1997
Short Term Investment Fund $ 2,810,939 $ 3,124,413
Guaranteed Investment Contracts 5,374,583 8,950,115
Vanguard Retirement Savings Trust 1,672,534 53,281
Vanguard Index 500 Portfolio 711,351 61,710
Vanguard Windsor Fund 703,985 73,082
5. Tax Status
The Internal Revenue Service has determined and has informed the Company
by a letter dated in June 1995 that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (the "IRC").
The Plan has been amended since receiving the determination letter. However,
the Plan administrator and the Plan's tax counsel believe that the Plan is
designed and is currently being operated in compliance with the applicable
requirements of the IRC.
6. The Chase Manhattan Bank, Aon Consulting, State Street Bank and Trust
Company and The Vanquard Investment Group are parties-in-interest as defined
in Section 3(14) of the Employee Retirement Income Security Act of 1974.
During the years 1998 and 1997 there were no prohibited party-in-interest
transactions.
7. 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 the Board of Directors shall
have the right to terminate the Plan. The Board of Directors may also
authorize the inclusion in any contract entered into by the Company with the
union or unions representing employees, or with any group or groups of
employees, of a provision or provisions having the effect of limiting or
foregoing any such rights. Further, no addition to, modification, amendment
or termination of the Plan shall have the effect of reducing the entitlement
of any participant's benefit 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 terminations of the Plan, or complete and permanent
discontinuance of contributions of all participants, the entitlement of each
of the participant's Company Basic Contributions Account, if not already
vested, shall vest fully and all amounts in all accounts of each participant
shall be delivered and paid as soon as practicable.
8. Fund Information
Statement of net assets available and changes in net assets available by
fund option for Vanguard Investment Group are presented on the Fund
Information attached.
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
Statement of Net Assets Available for Plan
Benefits, Fund Information
Vanguard Group
December 31,1998
Crompton & VANGUARD
Knowles VANGUARD VANGUARD MORGAN
Corp. WINDSOR EXPLORER GROWTH
Stock FUND FUND FUND
ASSETS:
Investments in registered
investment companies $ - $ 703,985 $ 46,690 384,848
Common and collective
trust - - - -
Crompton & Knowles Corp.
- common stock 109,938 - - -
Loans receivable - - - -
Contributions receivable from
plan participants 5,180 24,884 2,680 11,267
Net assets available
for plan benefits $ 115,118 $ 728,869 $ 49,370 $ 396,115
LONG-TERM
CORPORATE VMMR VANGUARD VANGUARD
BOND PRIME INDEX 500 STAR
FUND PORTFOLIO PORTFOLIO PORTFOLIO
ASSETS:
Investments in registered
investment companies $ 118,588 $ 97,425 $ 711,351 $ 237,782
Common and collective
trust - - - -
Crompton & Knowles Corp.
- common stock - - - -
Loans receivable - - - -
Contributions receivable from
plan participants 4,215 2,633 20,984 8,213
Net assets available
for plan benefits $ 122,803 $ 100,058 $ 732,335 $ 245,995
RETIREMENT INTERNATIONAL
SAVINGS GROWTH LOAN
TRUST PORTFOLIO FUND TOTAL
ASSETS:
Investments in registered
investment companies $ - $ 172,614 $ - $2,473,283
Common and collective trust1,672,534 - - 1,672,534
Crompton & Knowles Corp.
- common stock - - - 109,938
Loans receivable - - 16,085 16,085
Contributions receivable from
plan participants 21,320 6,358 - 107,734
Net assets available
for plan benefits $1,693,854 $ 178,972 $ 16,085 $4,379,574
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
Statement of Changes in Net Assets Available for Plan
Benefits, Fund Information
Vanguard Group
For the year ended December 31, 1998
Crompton & VANGUARD
Knowles VANGUARD VANGUARD MORGAN
Corp. WINDSOR EXPLORER GROWTH
Stock FUND FUND FUND
Additions attributed to:
Investment income:
Interest and dividends $ 174 $ 61,218 $ 436 $ 26,717
Net appreciation (depreciation)
in fair value
of investments (21,132) (84,786) (596) 23,840
(20,958) (23,568) (160) 50,557
Contributions:
Employer - - - -
Employee 60,522 327,030 27,828 137,097
60,522 327,030 27,828 137,097
Transfers from guaranteed
investment contracts 42,297 376,360 26,214 128,695
Total additions 81,861 679,822 53,882 316,349
Deductions attributed to:
Benefits paid
to participants - 14,428 3,555 791
Total deductions - 14,428 3,555 791
Inter - fund transfers 16,276 (39,823) (10,954) 42,749
Net increase(decrease) 98,137 625,571 39,373 358,307
Net assets available for plan benefits
at beginning of year 16,981 103,298 9,997 37,808
Net assets available for plan
benefits at end of year $ 115,118 $ 728,869 $ 49,370 $ 396,115
LONG-TERM
CORPORATE VMMR VANGUARD VANGUARD
BOND PRIME INDEX 500 STAR
FUND PORTFOLIO PORTFOLIO PORTFOLIO
Additions attributed to:
Investment income:
Interest and dividends $ 7,373 $ 4,249 $ 10,021 $ 18,763
Net appreciation (depreciation)
in fair value
of investments (913) - 110,154 (277)
6,460 4,249 120,175 18,486
Contributions:
Employer - - - -
Employee 46,467 46,800 266,003 93,553
46,467 46,800 266,003 93,553
Transfers from guaranteed
investment contracts 57,025 63,051 284,142 111,807
Total additions 109,952 114,100 670,320 223,846
Deductions attributed to:
Benefits paid
to participants - 61,866 33,596 11,050
Total deductions - 61,866 33,596 11,050
Inter - fund transfers (30) 30,980 9,459 2,654
Net increase(decrease) 109,922 83,214 646,183 215,450
Net assets available for plan benefits
at beginning of year 12,881 16,844 86,152 30,545
Net assets available for plan
benefits at end of year $ 122,803 $ 100,058 $ 732,335 $ 245,995
RETIREMENT INTERNATIONAL
SAVINGS GROWTH LOAN
TRUST PORTFOLIO FUND TOTAL
Additions attributed to:
Investment income:
Interest and dividends $ 83,311 $ 3,618 $ 368 $ 216,248
Net appreciation (depreciation)
in fair value
of investments - 12,955 - 39,245
83,311 16,573 368 255,493
Contributions:
Employer 69,898 - - 69,898
Employee 183,115 76,806 - 1,265,221
253,013 76,806 - 1,335,119
Transfers from guaranteed
investment contracts 1,518,505 91,906 - 2,700,002
Total additions 1,854,829 185,285 368 4,290,614
Deductions attributed to:
Benefits paid
to participants 184,793 8,900 2,741 321,720
Total deductions 184,793 8,900 2,741 321,720
Inter - fund transfers (48,371) (21,398) 18,458 -
Net increase(decrease) 1,621,665 154,987 16,085 3,968,894
Net assets available for plan benefits
at beginning of year 72,189 23,985 - $ 410,680
Net assets available for plan
benefits at end of year $1,693,854 $ 178,972 $ 16,085 4,379,574
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
Statement of 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
ASSETS:
Investments in registered
investment companies $ - $ 73,083 $ 7,075 $ 27,367
Common and collective trust - - - -
Crompton & Knowles Corp.
- common stock 12,595 - - -
Loans receivable - - - -
Contributions receivable from
plan participants 4,386 30,215 2,922 10,441
Net assets available
for plan benefits $ 16,981 $ 103,298 $ 9,997 $ 37,808
LONG-TERM
CORPORATE VMMR VANGUARD VANGUARD
BOND PRIME INDEX 500 STAR
FUND PORTFOLIO PORTFOLIO PORTFOLIO
ASSETS:
Investments in registered
investment companies $ 9,532 $ 13,354 $ 61,710 $ 21,671
Common and collective trust - - - -
Crompton & Knowles Corp.
- common stock - - - -
Loans receivable - - - -
Contributions receivable from
plan participants 3,349 3,490 24,442 8,874
Net assets available
for plan benefits $ 12,881 $ 16,844 $ 86,152 $ 30,545
RETIREMENT INTERNATIONAL
SAVINGS GROWTH LOAN
TRUST PORTFOLIO FUND TOTAL
ASSETS:
Investments in registered
investment companies $ - $ 18,031 $ - $ 231,823
Common and collective trust 53,281 - - 53,281
Crompton & Knowles Corp.
- common stock - - - 12,595
Loans receivable - - - -
Contributions receivable from
plan participants 18,908 5,954 - 112,981
Net assets available
for plan benefits $ 72,189 $ 23,985 $ - $ 410,680
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
Statement of Changes in Net Assets Available for Plan
Benefits, Fund Information
Vanguard Group
September 1, 1997 through 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 $ - $ 10,948 $ 700 $ 3,037
Net appreciation (depreciation)
in fair value
of investments 234 (12,430) (923) (3,088)
234 (1,482) (223) (51)
Contributions:
Employer - - - -
Employee 16,553 105,550 10,220 37,859
16,553 105,550 10,220 37,859
Total additions 16,787 104,068 9,997 37,808
Deductions attributed to:
Benefits paid
to participants - 770 - -
Total deductions - 770 - -
Inter - fund transfers 194 - - -
Net increase(decrease) 16,981 103,298 9,997 37,808
Net assets available for plan benefits
at beginning of year - - - -
Net assets available for plan
benefits at end of year $ 16,981 $ 103,298 $ 9,997 $ 37,808
LONG-TERM
CORPORATE VMMR VANGUARD VANGUARD
BOND PRIME INDEX 500 STAR
FUND PORTFOLIO PORTFOLIO PORTFOLIO
Additions attributed to:
Investment income:
Interest and dividends $ 163 $ 108 $ 717 $ 1,762
Net appreciation (depreciation)
in fair value
of investments 106 - 199 (1,599)
269 108 916 163
Contributions:
Employer - - - -
Employee 12,612 16,930 85,236 31,169
12,612 16,930 85,236 31,169
Total additions 12,881 17,038 86,152 31,332
Deductions attributed to:
Benefits paid
to participants - - - 787
Total deductions - - - 787
Inter - fund transfers - (194) - -
Net increase(decrease) 12,881 16,844 86,152 30,545
Net assets available for plan benefits
at beginning of year - - - -
Net assets available for plan
benefits at end of year $ 12,881 $ 16,844 $ 86,152 $ 30,545
RETIREMENT INTERNATIONAL
SAVINGS GROWTH LOAN
TRUST PORTFOLIO FUND TOTAL
Additions attributed to:
Investment income:
Interest and dividends $ 466 $ 768 $ - $ 18,669
Net appreciation (depreciation)
in fair value
of investments - (1,394) - (18,895)
466 (626) - (226)
Contributions:
Employer 22,851 - - 22,851
Employee 49,049 24,611 - 389,789
71,900 24,611 - 412,640
Total additions 72,366 23,985 - 412,414
Deductions attributed to:
Benefits paid
to participants 177 - - 1,734
Total deductions 177 - - 1,734
Inter - fund transfers - - - -
Net increase(decrease) 72,189 23,985 - 410,680
Net assets available for plan benefits
at beginning of year - - - $ -
Net assets available for plan
benefits at end of year $ 72,189 $ 23,985 $ - 410,680
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A Schedule 1
Item 27A - Schedule of Assets Held for Investment Purposes
December 31, 1998
Description of Investment
including collateral,
Identity rate of interest,
borrower, lessor maturity date, Market
or similar party par or maturity value SHARES Cost Value
State Street Bank Short Term Investment Fund $ 2,810,939 $ 2,810,939
& Trust Company
State Street Bank Guaranteed investment contracts
& Trust Company with various insurance companies
with various maturities and
interest rates ranging
from 4.95% to 8.00% 5,374,583 5,374,483
Vanguard
Trust Co. Explorer Fund 823.313 45,724 46,690
Vanguard Long Term Corporate
Trust Co. Bond Fund 12,765.149 119,264 118,588
Vanguard
Trust Co. Index 500 Portfolio 6,242.655 605,791 711,351
Vanguard Interntional Growth
Trust Co. Portfolio 9,196.335 161,048 172,614
Vanguard
Trust Co. VMMR Prime Portfolio 97,425.030 97,425 97,425
Vanguard
Trust Co. Star Porfolio 13,239.548 239,797 237,782
Vanguard
Trust Co. Morgan Growth Fund 19,515.594 362,667 384,848
Vanguard
Trust Co. Windsor Fund 45,214.135 792,760 703,985
Vanguard Retirement Savings
Trust Co. Trust 1,672,533.500 1,672,534 1,672,534
Vanguard Crompton & Knowles
Trust Co. Stock Fund 5,314.223 129,472 109,938
4,226,482 4,255,755
Loans receivable
from plan Loans earn interest at the
participants prime rate plus 1% 217,172 217,172
Total investments $ 12,629,176 $ 12,658,449
* Party in-Interst - All parties listed above
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A Schedule 2
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
DECEMBER 31, 1998
Indentity Net
of
Party Description Purchase Selling Cost of Gain
Involved of Asset Price Price Asset (Loss)
I. Single Transactions
State Street
Bank and Short Term - 2,700,000 2,700,000 -
Trust Investment 668,424 - 668,424 -
Company Fund 761,476 - 761,476 -
II. Series of Transactions
State Street
Bank and Stable
Trust Fixed
Company Income fund - 4,677,142 4,677,142 -
State Street
Bank and Short Term
Trust Investment
Company Fund - 4,484,154 4,484,154 -
Bank and Short Term
Trust Investment
Company Fund 4,896,570 - 4,896,570 -
SIGNATURE
The Plan. Pursuant to the requirements of the Securities and
Exchange Act of 1934, the trustees (or other persons who
administer the employee benefit plan) have duly caused this
annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
Date: June 30, 1999 By:/s/Peter Barna
Peter Barna
Vice President Finance &
Chief Financial Officer
