SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 for the quarterly period
ended March 27, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 for the transition period
from to
Commission File No. 33-66740
Uniroyal Chemical Company, Inc.
(exact name of registrant as specified in its charter)
New Jersey 06-1148490
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Benson Road
Middlebury, Connecticut 06749
(address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 573-2000
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of common stock, as of
April 14, 1999: 101 shares of No Class Common Stock.
Registrant meets the conditions set forth in General Instruction
(H)(1)(a) and (b) of Form 10-Q and is therefore filing this Form with the
reduced disclosure format.
The Registrant is 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 two series of
outstanding public debt of the Registrant.
UNIROYAL CHEMICAL COMPANY, INC.
FORM 10-Q
FOR QUARTER ENDED MARCH 27, 1999
INDEX
PART I. FINANCIAL INFORMATION:
Item 1. Condensed Financial Statements and
Accompanying Notes
. Consolidated Statements of Earnings
(unaudited) - First quarter ended 1999 and 1998
. Consolidated Balance Sheets - March 27, 1999
(unaudited) and December 26, 1998
. Consolidated Statements of Cash Flows
(unaudited) - First Quarter ended 1999 and 1998
. Notes to Consolidated Financial Statements
(unaudited)
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
PART II. OTHER INFORMATION:
Item 5. Other information
Item 6. Exhibits and Reports on Form 8-K
Signatures
*Exhibit 27 Financial Data Schedules
* A copy of this Exhibit is annexed to this report on Form 10-Q
provided to the Securities and Exchange Commission.
UNAUDITED
UNIROYAL CHEMICAL COMPANY, INC. AND SUBSIDIARIES
Consolidated Statements of Earnings
First quarter ended 1999 and 1998
(In thousands)
1999 1998
Net sales $ 396,292 $ 477,219
Cost of products sold 247,295 302,465
Selling, general and administrative 60,590 67,273
Depreciation and amortization 18,837 20,093
Research and development 11,308 13,163
Equity income (7,055) -
Operating profit 65,317 74,225
Interest expense 13,154 23,613
Other income (a) (40,706) (289)
Earnings before income taxes
and extraordinary loss 92,869 50,901
Income taxes 33,666 18,958
Earnings before
extraordinary loss 59,203 31,943
Extraordinary loss on early
extinguishment of debt - (1,951)
Net earnings $ 59,203 $ 29,992
(a) 1999 includes a gain of $42,060 ($26,813 after-tax) from
the sale of the specialty ingredients business.
See accompanying notes to consolidated financial statements.
- 2 -
March 27, 1999 UNAUDITED
UNIROYAL CHEMICAL COMPANY, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
March 27, 1999 and December 26, 1998
(In thousands of dollars)
March 27, December 26,
1999 1998
ASSETS
CURRENT ASSETS
Cash $ 18,238 $ 12,104
Accounts receivable 207,942 173,668
Inventories 323,779 334,562
Other current assets 82,309 77,422
Total current assets 632,268 597,756
NON-CURRENT ASSETS
Property, plant and equipment 445,171 473,403
Cost in excess of acquired net assets 147,892 166,184
Other assets 171,472 171,550
$ 1,396,803 $ 1,408,893
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable $ 11,569 $ 17,305
Accounts payable 118,173 117,338
Accrued expenses 135,493 139,401
Income taxes payable 84,791 103,179
Other current liabilities 18,551 17,149
Total current liabilities 368,577 394,372
NON-CURRENT LIABILITIES
Long-term debt 686,700 646,857
Postretirement health care liability 141,300 142,727
Other liabilities 149,646 158,234
STOCKHOLDERS' EQUITY
Additional paid-in capital 56,837 120,259
Retained earnings (deficit) 43,218 (15,985)
Accumulated other comprehensive income (49,475) (37,571)
Total stockholders' equity 50,580 66,703
$ 1,396,803 $ 1,408,893
See accompanying notes to consolidated financial statements.
- 3 -
UNAUDITED
UNIROYAL CHEMICAL COMPANY, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
First Quarter ended 1999 and 1998
(In thousands of dollars)
Increase (decrease) to cash 1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 59,203 $ 29,992
Adjustments to reconcile net earnings
to net cash provided (used) by operations:
Gain on sale of specialty ingredients (42,060) -
Extraordinary loss on early debt extinguishment - 1,951
Depreciation and amortization 18,837 20,093
Equity income (7,055) -
Changes in assets and liabilities, net (a) (82,102) (27,964)
Net cash provided (used) by operations (a) (53,177) 24,072
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of specialty ingredients 103,000 -
Capital expenditures (12,471) (8,662)
Other investing activities 1,862 298
Net cash provided (used) by investing activities 92,391 (8,364)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds (payments) on long-term borrowings 39,843 (24,016)
Proceeds (payments) on short-term borrowings (5,736) 1,639
Premium paid on early extinguishment of debt - (2,662)
Proceeds (payments) on Parent equity transactions (67,347) 8,928
Net cash used by financing activities (33,240) (16,111)
CASH
Effect of exchange rates on cash 160 (219)
Change in cash 6,134 (622)
Cash at beginning of period 12,104 10,607
Cash at end of period $ 18,238 $ 9,985
(a) 1999 includes tax payment of $48,190 relating to fourth
quarter 1998 Gustafson gain.
See accompanying notes to consolidated financial statements.
-4-
UNIROYAL CHEMICAL COMPANY, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS
Uniroyal Chemical Company, Inc., (the "Company"), a New Jersey
Corporation, is a direct wholly-owned subsidiary of Crompton &
Knowles Corporation, (the "Parent"). Effective March 26, 1999,
the Parent transferred all of its business operations at the book
value of those assets on that date, (the "Merger"). This merger
of entities under common control has been reflected here in a
manner similar to a pooling of interests; accordingly prior
period financial statements have been restated to reflect the
merger as if it were in effect for all periods presented.
The Parent is dependent on cash flow from the Company and its
subsidiaries to meet its cash requirements. Accordingly, the
consolidated financial statements of the Company set forth herein
are presented on a basis of accounting which reflects all of the
adjustments to account for the operations, assets and liabilities
of the Parent.
The information included in the foregoing consolidated financial
statements is unaudited but reflects all adjustments which, in
the opinion of management, are necessary for a fair statement of
the results for the interim periods presented.
Included in accounts receivable are allowances for doubtful
accounts of $10.1 million in 1999 and $9.8 million at December
26, 1998.
Accumulated depreciation amounted to $424.5 million in 1999 and
$434.7 million at December 26, 1998.
Accumulated amortization of cost in excess of acquired net assets
amounted to $40.3 million in 1999 and $44.6 million at December
26, 1998.
Accumulated amortization of patents, unpatented technology,
trademarks and other intangibles included in other assets
amounted to $123.7 million in 1999 and $120.9 million at December
26, 1998.
Cash payments during the quarters ended March 27, 1999 and March
28, 1998 included interest of $12.2 million and $13.8 million,
respectively, and income taxes of $50.8 million and $6.5 million,
respectively.
It is suggested that the interim consolidated financial
statements be read in conjunction with the consolidated financial
statements and notes included in the Parent's 1998 Annual Report
on Form 10-K.
INVENTORIES
Components of inventories are as follows:
March 27, Dec. 26,
(In thousands) 1999 1998
Finished goods $227,998 $226,663
Work in process 40,315 45,237
Raw materials and supplies 55,466 62,662
$323,779 $334,562
BUSINESS SEGMENT DATA
The Company evaluates a segment's performance based on several
factors, of which a primary financial measure is operating
profit. In computing operating profit, the following items have
not been deducted: interest expense, other income and income
taxes. Intersegment sales are not significant.
Quarter Ended
March 27, March 28,
(In thousands) 1999 1998
SALES
Specialty Chemicals
Performance Chemicals $ 113,514 $ 113,272
Crop Protection 65,718 107,843
Colors 50,178 61,100
Other - 24,805
229,410 307,020
Polymers & Polymer Processing
Equipment
Polymers 78,735 86,590
Polymer Processing Equipment 88,147 83,609
166,882 170,199
Total net sales $ 396,292 $ 477,219
OPERATING PROFIT
Specialty Chemicals
Performance Chemicals $ 13,002 $ 14,227
Crop Protection 22,114 28,279
Colors 4,702 6,874
Other - 2,488
39,818 51,868
Polymers & Polymer Processing
Equipment
Polymers 21,407 18,350
Polymer Processing Equipment 10,812 10,366
32,219 28,716
General corporate expense ( 6,720) ( 6,359)
Total operating profit $ 65,317 $ 74,225
Segment assets in the Specialty Chemicals-Other segment declined
$64.5 million due to the disposition of the specialty ingredients
business. There are no other material changes in total assets for
any other segments from the amounts disclosed as of year-end
1998.
COMPREHENSIVE INCOME
An analysis of the Company's comprehensive income follows:
Quarter Ended
March 27, March 28,
(In thousands) 1999 1998
Net earnings $ 59,203 $ 29,992
Other comprehensive expense:
Foreign currency translation
adjustments ( 11,904) ( 3,196)
Comprehensive income $ 47,299 $ 26,796
The balance of accumulated other comprehensive income includes
accumulated translation adjustments and minimum pension liability
in the amounts of $48.5 million and $1.0 million at March 27,
1999, and $36.6 million and $1.0 million at December 26,
1998.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FIRST QUARTER RESULTS
Overview
Consolidated net sales of $396.3 million for the first quarter
of 1999 decreased 17% from the comparable period in 1998. After
adjusting to exclude $75 million from deconsolidated joint
ventures and the sale of the specialty ingredients business, net
sales decreased 1%, primarily as a result of lower Colors sales.
International sales, including U.S. exports, were 44% of total
sales, up from 39% in the first quarter of 1998.
Net earnings increased 97% to $59.2 million, compared to $30.0 million
in the first quarter of 1998. Before after-tax special items (a $26.8
million gain from the sale of the specialty ingredients business
in 1999 and a $1.9 million extraordinary loss on early extinguishment of
debt in 1998), net earnings were $32.4 million, compared with $31.9 million
in the prior year.
Gross margin as a percentage of sales increased to 37.6% from
36.6% in the first quarter of 1998. The increase was
attributable primarily to improved product mix and lower raw
material costs partially offset by lower pricing. Consolidated
operating profit of $65.3 million declined 12%; however,
excluding the impact of deconsolidated joint ventures and the
sale of the specialty ingredients business, operating profit was
slightly ahead of last year.
Specialty Chemicals
Performance chemicals sales of $113.5 million increased slightly
from the first quarter of 1998. Rubber chemical sales were
lower by 2% primarily due to lower pricing, while specialty
additive sales were higher by 3%. Performance chemicals
operating profit of $13.0 million decreased 9% versus the first
quarter of 1998, primarily as a result of lower pricing in
rubber chemicals.
Crop protection sales of $65.7 million decreased 39% from the
prior year primarily as a result of the deconsolidation of the
seed treatment joint venture. Excluding the $39.7 million
impact of the joint venture deconsolidation, crop protection
sales decreased 4% from the prior year as certain export sales
were delayed into the second quarter because of letter of credit
issues. Operating profit of $22.1 million decreased 22% from
the prior year primarily due to the seed treatment joint
venture. Excluding the $6.6 million impact of the joint venture
deconsolidation, operating profit was 2% higher than 1998
primarily as a result of slightly higher pricing and improved
product mix.
Colors sales of $50.2 million decreased 18% from the first
quarter of 1998 primarily as a result of weakness in the U.S.
and European textile dye markets caused by low-cost Asian
imports of dyes and apparel and particularly aggressive selling
tactics by European competitors. Lower selling prices in the
quarter account for five percent of the sales decline.
Operating profit of $4.7 million was 32% lower than the first
quarter of 1998 primarily as a result of lower sales volume and
pricing.
Other sales and operating profit decreased $24.8 million and
$2.5 million, respectively, as a result of the sale of the
specialty ingredients business effective the first day of fiscal
1999.
Polymers & Polymer Processing Equipment
Polymers sales of $78.7 million decreased 9% from 1998 primarily
as a result of the deconsolidation of the nitrile rubber joint
venture announced in November 1998. Excluding the $10.5 million
impact from the joint venture deconsolidation, polymer sales
were 4% higher than the first quarter of 1998. EPDM sales
increased 7% with 5% resulting from higher selling prices.
Urethane sales were essentially unchanged from the prior year,
but reflect a significant improvement from the 6% decline in the
fourth quarter of 1998. Operating profit of $21.4 million
increased 17% over the prior year primarily as a result of
higher sales volume, improved pricing and lower raw material
costs.
Polymer processing equipment sales of $88.2 million were 5%
higher than the first quarter of 1998 despite lower pricing of
2%. Operating profit of $10.8 million was 4% higher than 1998
as lower selling prices and an unfavorable product mix
restrained operating margin growth during the quarter. The
equipment order backlog at the end of the first quarter was $118
million, unchanged from year-end 1998.
Other
Selling, general and administrative expenses of $60.6 million
decreased 10% versus the first quarter of 1998 primarily due to
the impact of the deconsolidation of the joint ventures and the
sale of the specialty ingredients business. Depreciation and
amortization (down 6%) and research and development costs (down
14%) also declined as a result of the joint venture
deconsolidations and the sale of the specialty ingredients
business. Equity income of $7.1 million in the first quarter of
1999 was primarily attributable to the seed treatment joint
venture. Interest expense of $13.2 million decreased 44%
primarily due to lower levels of indebtedness and lower interest
cost on borrowings used to redeem high cost debt in 1998. Other
income of $40.7 million includes a gain in the amount of $42.1
million from the sale of the specialty ingredients business
offset partially by $1.2 million in fees related to the accounts
receivable securitization program. The effective tax rate of
36.3% compares favorably with 37.2% in the comparable 1998
quarter.
LIQUIDITY AND CAPITAL RESOURCES
The March 27, 1999 working capital balance of $263.7 million
increased $60.3 million from the year-end 1998 balance of $203.4
million, while the current ratio increased to 1.7 from 1.5. The
increase was primarily due to a seasonal increase in accounts
receivable of the crop protection business and to a $48.2
million income tax payment relating to the 1998 Gustafson gain.
Days sales in receivables averaged 44 days in the first quarter
of 1999, versus 54 days in the same quarter of 1998, principally
due to the impact of the accounts receivable securitization
program initiated in December 1998. Inventory turnover averaged
2.9, versus 3.3 in the same quarter of 1998, primarily as a
result of the joint venture deconsolidations.
Net cash flow used by operations in the first quarter of 1999
was $53.2 million compared to cash flow provided by operations
of $24.1 million in 1998, primarily due to the tax payment on
the 1998 Gustafson gain and other working capital requirements.
Cash provided from the sale of the specialty ingredients
business and additional borrowings under the company's revolving
credit agreement were used primarily to fund the Parent's common share
repurchases, capital expenditures, the income tax payment
related to the 1998 Gustafson gain and other working capital
requirements. The Company's debt to total capital increased to
93% from 91% at year-end 1998. The Company's liquidity needs,
including debt servicing, are expected to be financed from
operations. The Company has available a revolving credit
agreement providing for borrowings of $545 million through
September 2003. Borrowings under the agreement amounted to
$328.7 million at March 27, 1999 and carried a weighted average
interest rate of 5.7%. In addition, the Company has available
an accounts receivable securitization program to sell up to $82
million of domestic accounts receivable to an agent bank. As of
March 27, 1999, $80 million of domestic accounts receivable had
been sold under this agreement.
In September 1998, the Parent announced a share repurchase
program to buy back 7.5 million shares or approximately 10% of
the common shares then outstanding. The program was completed
in early 1999 and in January 1999, the Parent announced another
share repurchase program for 6.8 million shares, or
approximately 10% of the common shares then outstanding. During
the first quarter of 1999, the Parent repurchased 3.7 million
common shares and from September 1998 to date, has repurchased
9.5 million shares at an average cost of $17.85 per share.
Capital expenditures are expected to approximate $70 million in
1999, primarily for replacement needs and improvement of
domestic and foreign facilities.
MARKET RISK
At March 27, 1999, the Company had an interest rate lock
contract ("Interest Hedge") outstanding with a major financial
institution for $230 million at a rate of 6.04%. The Interest
Hedge expires on September 1, 2000. The settlement amount will
be based on the difference between the rate of 6.04% and the 10
year Treasury rate at the expiration date. A settlement of the
fair market value of the Interest Hedge as of March 27, 1999
would require a payment of approximately $11 million, compared
to a required estimated payment of $17 million at year-end 1998.
The fair market value of long-term debt is subject to interest
rate risk. The Company's long-term debt amounted to $686.7
million at March 27, 1999. The fair market value of such debt
was $710.2 million, and with respect to notes, has been
determined based on quoted market prices.
YEAR 2000 ISSUES
The Company has assessed and continues to assess its Information
Technology ("IT") infrastructures including those systems that
are typically viewed as non-IT systems to determine and address
any potential problems that may result from Year 2000 compliance
issues. As generally known, Year 2000 compliance issues pertain
to the ability of computerized systems to recognize and process
date sensitive information beginning January 1, 2000. The
Company has performed this assessment over the last two years
and has been implementing appropriate steps to be Year 2000
compliant in both its IT and non-IT systems.
Under the Company's current environment, IT systems include
mission critical applications that directly support the
Company's operations. These IT systems also include networked
personal computers running desktop applications. Typical non-IT
systems within the Company's environment include process
controls and other microcontrollers containing imbedded computer
chips. The Company has completed its assessment of its non-IT
systems and is aggressively undertaking measures to remedy such
systems. The Company expects to complete this remediation and
testing by October 1999.
The Company employs a number of major mission critical IT
systems in its Specialty Chemicals and Polymers businesses.
These systems are currently being upgraded and tested to
address Year 2000 compliance issues and the Company expects
this to be completed by mid-1999.
The Company's Polymer Processing Equipment business is supported
by a legacy system that runs on a mid-range computer system.
This system has been reworked and tested, and the Company
believes that it is Year 2000 compliant. The Company has
assessed all other IT systems including non-IT systems in this
business segment and has undertaken necessary steps to address
any Year 2000 compliance issues. This business currently sells
equipment controls containing programs and microchips. The
Company believes that these products which are used in the
operation of extrusion machinery are Year 2000 compliant.
The Company has operations in Europe, Asia Pacific, and Latin
America supported by IT systems operating on mid-range
computers. The Company is presently upgrading these IT systems
to address Year 2000 compliance and expects to complete this
upgrade by mid-1999.
The Company is actively looking into the overall Year 2000
readiness of its major business partners including vendors,
suppliers, and service providers in order to determine that the
Company's operations will not be disrupted in the event that any
such third party failed to have Year 2000 compliant systems.
The Company has received assurances from nearly all of the major
business entities that it conducts business with that these
entities will be able to conduct business beyond January 1,
2000, without any disruption. The Company continues to provide
status information of its Year 2000 compliance effort to its
customers and assures its customers that the Company's IT
infrastructure will continue to function properly beyond
January 1, 2000.
The Company has spent approximately $5.0 million to assess and
correct Year 2000 compliance issues in its IT infrastructure
through March 27, 1999. The Company estimates that it will spend
an additional $1.4 million to complete the remediation of Year
2000 compliance issues in its IT infrastructure. The Company is
committed to allocate funds to remediate any other Year 2000
compliance issues in the course of its ongoing assessment of its
IT infrastructure. Year 2000 compliance costs are not expected
to have a material effect on the Company's results of
operations.
The Company does not expect to have any material risk exposure
emanating from its internal IT infrastructure. While it is not
expected to occur, failure of the Company's suppliers and key
customers to address Year 2000 compliance could have a material
adverse impact on the Company's operations. In particular,
failure of the Company's energy and telecommunication suppliers
to address Year 2000 compliance could have a material adverse
impact on the Company's operations. The Company is continuing to
assess its efforts to mitigate any potential risk associated
with Year 2000 compliance and is actively pursuing the
development of appropriate contingency plans when needed.
NEW ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued
Statement No. 133 "Accounting for Derivative Instruments and
Hedging Activities." On May 20, 1999, the Financial Accounting Standards Board
proposed an amendment changing the effective date of the statement to
all fiscal quarters of all fiscal years beginning after June 15, 2000.
The Company plans to adopt this statement based on the period as amended
by the Financial Accounting Standards Board.
ENVIRONMENTAL MATTERS
The Company is involved in claims, litigation, administrative
proceedings and investigations of various types in a number of
jurisdictions. A number of such matters involve claims for a
material amount of damages and relate to or allege environmental
liabilities, including clean-up costs associated with hazardous
waste disposal sites, natural resource damages, property damage
and personal injury. The Company and some of its subsidiaries
have been identified by federal, state or local governmental
agencies, and by other potentially responsible parties (each a
"PRP") under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, or
comparable state statutes, as a PRP with respect to costs
associated with waste disposal sites at various locations in the
United States. In addition, the Company is involved with
environmental remediation and compliance activities at some of
its current and former sites in the United States and abroad.
Each quarter, the Company evaluates and reviews estimates for
future remediation and other costs to determine appropriate
environmental reserve amounts. For each site, a determination
is made of the specific measures that are believed to be
required to remediate the site, the estimated total cost to
carry out the remediation plan, the portion of the total
remediation costs to be borne by the Company and the anticipated
time frame over which payments toward the remediation plan will
occur. As of March 27, 1999, the Company's accrual for
environmental remediation activities totaled $93 million. It is
reasonably possible that the Company's estimates for
environmental remediation liabilities may change in the future
should additional sites be identified, further remediation
measures be required or undertaken, the interpretation of
current laws and regulations be modified or additional
environmental laws and regulations be enacted.
The Company intends to assert all meritorious legal defenses and
all other equitable factors which are available to it with
respect to the above matters. The Company believes that the
resolution of these environmental matters will not have a
material adverse effect on the consolidated financial position
of the Company. While the Company believes it is unlikely, the
resolution of these environmental matters could have a material
adverse effect on the Company's consolidated results of
operations in any given year if a significant number of these
matters are resolved unfavorably.
FORWARD-LOOKING STATEMENTS
Certain statements made in this Form 10-Q report are forward
looking statements that involve risks and uncertainties. These
statements are based on currently available information and the
Company's actual results may differ significantly from the
results discussed. Investors are cautioned that there can be no
assurances that the actual results will not differ materially
from those suggested in such forward-looking statements.
PART II. OTHER INFORMATION:
Item 5. Other information
The Company announced certain changes in executive officer
positions which became effective May 1, 1999. Charles J. Marsden,
former Senior Vice President and Chief Financial Officer of the
Company, became its Senior Vice President, Strategy &
Development. Peter Barna, former Vice President, Finance of the
Company, became its Vice President, Finance and Chief Financial
Officer.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Number Description
27* Financial Data Schedule
(b) No reports on Form 8-K were filed during the quarter
For which this report is filed.
* A copy of this Exhibit is annexed to this report on
Form 10-Q provided to the Securities and Exchange
Commission.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
UNIROYAL CHEMICAL COMPANY, INC.
(Registrant)
May 26, 1999 By:/s/ Peter Barna
Peter Barna
Vice President, Finance and
Chief Financial Officer
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