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.
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, 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.
RETIREMENT RESERVE FUND PLAN
Financial Statements and Schedules
December 31, 1998 and 1997
(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, 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. Retirement
Reserve Fund Plan (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 Fund Information in the statements of net assets
available for plan benefits and the statements of changes in net
assets available for plan benefits is 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 fund. The supplemental schedules 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 LLP
May 27, 1999
UNIROYAL CHEMICAL COMPANY, INC.
RETIREMENT RESERVE FUND PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1998 and 1997
1998
Individually
Managed Scudder Vanguard
Fleet Investments Funds Funds Total
Assets
Short term investment funds
Guaranteed investment
contracts $ - $18,926,268 $ - $ - $ 18,926,268
investment funds 24,936,562 - - 24,936,562
Investment in registered
investment
companies - - 30,611,410 34,837,515 65,448,925
Common and collective
trust - - - 3,857,507 3,857,507
Common stock of
Crompton & Knowles
Corporation - - - 2,359,112 2,359,112
Loans receivable - - 496,912 592,983 1,089,895
Income receivable - - - - -
Contribution receivable from
Uniroyal Chemical
Company, Inc. 316,735 - - - 316,735
Contributions receivable
from plan
participants 498,799 - - - 498,799
Total assets 815,534 43,862,830 31,108,322 41,647,117 117,433,803
Liabilities
Administrative expenses
payable - 33,074 - - 33,074
Total liabilities - 33,074 - - 33,074
Net assets available
for plan
benefits $ 815,534 43,829,756 $31,108,322 $41,647,117 $117,400,729
See accompanying notes to financial statements
1997
Individually
Managed Scudder Vanguard
Investments Funds Funds Total
Assets
Short term investment funds
Guaranteed investment
contracts $ $ 8,410,612 $ - $ - $ 8,410,612
investment funds 38,538,185 - - 38,538,185
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
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, 1998 and 1997
1998
Fleet Individually
Managed Scudder Vanguard
Investments Funds Funds Total
Additions attributed to:
Investment income:
Interest and
dividends $ - $ 2,925,369 $ 2,526,921 $ 2,400,981 $ 7,853,271
Net appreciation
(depreciation) in
fair value of
investments - - (384,729) 131,224 (253,505)
- 2,925,369 2,142,192 2,532,205 7,599,766
Contributions:
Employer 316,735 - 1,274,814 2,105,759 3,697,308
Employee 498,799 - 2,358,731 3,771,757 6,629,287
815,534 - 3,633,545 5,877,516 10,326,595
Total additions 815,534 2,925,369 5,775,737 8,409,721 17,926,361
Deductions attributed to:
Benefits paid to
participants - 6,183,222 3,020,841 6,606,518 15,810,581
Administrative
expenses - 135,402 - - 135,402
Total deductions - 6,318,624 3,020,841 6,606,518 15,945,983
Inter - fund
transfers - - (282,002) 282,002 -
Net increase 815,534 (3,393,255) 2,472,894 2,085,205 1,980,378
(decrease)
Net assets available
for plan benefits
beginning of year - 47,223,011 28,635,428 39,561,912 115,420,351
Net assets available
for plan benefits
at end of year $815,534 $43,829,756 $31,108,322 $41,647,117 $117,400,729
See accompanying notes to financial statements
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 (decrease) 2,644,222 4,884,278 7,620,946 15,149,446
Net assets available
for plan benefits
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
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, 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 calendar
quarter.
Employer contributions prior to January 1, 1998 were invested in
guaranteed investment contracts and short-term pooled investment funds
maintained by the State Street Bank and Trust Company. After January 1, 1998
employer contributions follow the participant's investment selections for
voluntary contributions. The guaranteed investment contracts will be held to
maturity and will then be invested according to the employees investment
selections. 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, 1998 and 1997 benefit payments due
employees who terminated prior to year end and requested distribution of their
accounts totaled approximately $1,591,000 and $499,000, 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 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 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.
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
5.32% to 8.00% during 1998 and 4.95% to 8.00% during 1997.
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, 1998 and 1997. 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 1998 1997
Determined by Quoted Market Price:
Investments in registered investment companies:
Scudder Mutual Funds:
Scudder Large Company Value Fund $ 8,089,469 $7,381,145
Scudder Growth & Income Fund 10,001,525 9,115,077
Other (six funds) 12,520,416 11,523,491
Vanguard Mutual Funds:
Vanguard Windsor Fund 13,720,624 17,493,058
Other (seven separate funds) 21,116,891 16,236,152
Total investments in registered
investment companies 65,448,925 61,748,923
Common and collective trust 3,857,507 3,040,761
Crompton & Knowles Common Stock 2,359,112 2,055,078
Loans receivable - Plan participants 1,089,895 871,174
Investment At Contract Value
(Which Approximates Fair Value):
Value of interest in guaranteed
investment contracts and short term
pooled investment funds 43,862,830 46,948,797
Total investments $116,618,269 $114,664,733
During 1998 and 1997, investments in registered investment companies
(including investments bought, sold, as well as, held during the period)
(depreciated) appreciated in value by $(253,505) and $4,149,491, respectively.
4. Tax Status
The Internal Revenue Service has determined and has informed the Company
by a letter dated December 11, 1996 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
5. Party-In-Interest Transactions
The Chase Manhattan Bank, Aon Consulting , State Street Bank and Trust
Company, Scudder Investment Group, Vanguard Investment Group, Fleet Bank 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 1998 and 1997, 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. Subsequent Events
The Board of Directors of the Company on October 14, 1998 adopted a
resolution effective December 31, 1998 which adopted the Crompton & Knowles
Corporation Individual Retirement Plan (the "IARP") and amended the text of
the Plan effective December 31, 1998 in its entirety and substituted the text
to be substantially similar to that of the text of the IARP. Crompton &
Knowles Corporation is the sole shareholder of the Company.
Effective January 1, 1999 the Plan assets will be merged with the assets
of the IARP . The assets invested in the Scudder and Vanguard mutual funds
were liquidated and transferred on January 4, 1999 and January 5, 1999,
respectively for investment in the funds of the IARP administered by Fleet
Investment Management. Investments held in unallocated guaranteed investment
contracts with State Street Bank and Trust Company will be transferred as the
contracts mature. Short term pooled funds held by State Street Bank & Trust
Company were transferred on January 4, 1999.
8. Fund Information
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.
UNIROYAL CHEMICAL COMPANY, INC.
RETIREMENT RESERVE FUND PLAN
Statement of Net Assets Available for Plan
Benefits, Fund Information
Scudder Investment Group
December 31, 1998
U.S.
LARGE TREASURY
GNMA GLOBAL COMPANY MONEY
FUND FUND FUND FUND
ASSETS:
Investments in registered
investment
companies $ 508,027 $ 2,241,034 $ 8,089,469 $ 1,691,486
Loans receivable - - - -
Net assets available
for plan benefits $ 508,027 $ 2,241,034 $ 8,089,469 $ 1,691,486
GROWTH RETIREMENT
INCOME & INCOME SAVINGS DEVELOPMENT
FUND FUND TRUST FUND
ASSETS:
Investments in registered
investment
companies $ 1,671,900 $ 10,001,525 $ 1,991,844 $ 4,416,125
Loans receivable - - - -
Net assets available
for plan benefits $ 1,671,900 $ 10,001,525 $ 1,991,844 $ 4,416,125
LOAN
FUND TOTAL
ASSETS:
Investments in registered
investment
companies $ - $ 30,611,410
Loans receivable 496,912 496,912
Net assets available
for plan benefits$ 496,912 $ 31,108,322
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, 1998
U.S.
LARGE TREASURY
GNMA GLOBAL COMPANY MONEY
FUND FUND FUND FUND
Additions attributed to:
Investment income:
Interest and
dividends $ 23,997 $ 221,709 $ 619,944 $ 61,152
Net appreciation
(depreciation)
in fair value of
investments 2,987 48,505 88,942 -
26,984 270,214 708,886 61,152
Contributions:
Employer 27,402 132,940 283,087 61,898
Employee 48,840 265,735 539,641 98,522
76,242 398,675 822,728 160,420
Total additions 103,226 668,889 1,531,614 221,572
Deductions attributed to:
Benefits paid to
participants 53,055 296,806 727,321 145,679
Total deductions 53,055 296,806 727,321 145,679
Inter - fund transfe 107,537 (277,425) (135,852) 405,688
Net increase(decrea 157,708 94,658 668,441 481,581
Net assets available
for plan benefits at
beginning of year 350,319 2,146,376 7,421,028 1,209,905
Net assets available
for plan benefits at
end of year $ 508,027 $ 2,241,034 $ 8,089,469 $ 1,691,486
GROWTH RETIREMENT
INCOME & INCOME SAVINGS DEVELOPMENT
FUND FUND TRUST FUND
Additions attributed to:
Investment income:
Interest and
dividends $ 114,511 $ 955,661 $ 91,372 $ 404,796
Net appreciation
(depreciation)
in fair value of
investments (28,531) (429,715) - (66,917)
85,980 525,946 91,372 337,879
Contributions:
Employer 65,524 444,200 85,613 174,150
Employee 117,716 830,166 135,103 323,008
183,240 1,274,366 220,716 497,158
Total additions 269,220 1,800,312 312,088 835,037
Deductions attributed to:
Benefits paid to
participants 132,873 1,109,572 152,248 403,287
Total deductions 132,873 1,109,572 152,248 403,287
Inter - fund transfe 18,373 134,449 (2,410) (567,567)
Net increase(decrea 154,720 825,189 157,430 (135,817)
Net assets available
for plan benefits at
beginning of year 1,517,180 9,176,336 1,834,414 4,551,942
Net assets available
for plan benefits at
end of year $ 1,671,900 $ 10,001,525 $ 1,991,844 $ 4,416,125
LOAN
FUND TOTAL
Additions attributed to:
Investment income:
Interest and
dividends $ 33,779 $ 2,526,921
Net appreciation
(depreciation)
in fair value of
investments - (384,729)
33,779 2,142,192
Contributions:
Employer - 1,274,814
Employee 2,358,731
- 3,633,545
Total additions 33,779 5,775,737
Deductions attributed to:
Benefits paid to
participants - 3,020,841
Total deductions - 3,020,841
Inter - fund transfe 35,205 (282,002)
Net increase(decrea 68,984 2,472,894
Net assets available
for plan benefits at
beginning of year 427,928 28,635,428
Net assets available
for plan benefits at
end of year $ 496,912 $ 31,108,322
UNIROYAL CHEMICAL COMPANY, INC.
RETIREMENT RESERVE FUND PLAN
Statement of Net Assets Available for Plan
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 $ - $ 13,720,624 $ 1,839,518 $ 3,843,081
Common and
collective trust - - - -
Stock and other
blended funds 2,359,112 - - -
Loans receivable - - - -
Net assets available
for plan benefits $ 2,359,112 $ 13,720,624 $ 1,839,518 $ 3,843,081
LONG-TERM
CORPORATE VMMR VANGUARD VANGUARD
BOND PRIME INDEX 500 STAR
FUND PORTFOLIO PORTFOLIO PORTFOLIO
ASSETS:
Investments in registered
investment
companies $ 1,703,168 $ 2,544,635 $ 5,301,880 $ 2,930,289
Common and
collective trust - - - -
Stock and other
blended funds - - - -
Loans receivable - - - -
Net assets available
for plan benefits $ 1,703,168 $ 2,544,635 $ 5,301,880 $ 2,930,289
RETIREMENT INTERNATIONAL
SAVINGS GROWTH LOAN
TRUST PORTFOLIO FUND TOTAL
ASSETS:
Investments in registered
investment
companies $ - $ 2,954,320 $ - $ 34,837,515
Common and
collective trust 3,857,507 - - 3,857,507
Stock and other
blended funds - - - 2,359,112
Loans receivable - - 592,983 592,983
Net assets available
for plan benefits $ 3,857,507 $ 2,954,320 $ 592,983 $ 41,647,117
UNIROYAL CHEMICAL COMPANY, INC.
RETIREMENT RESERVE FUND PLAN
Statement of Changes in 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
Additions attributed to:
Investment income:
Interest and
dividends $ 5,294 $ 1,239,097 $ 16,113 $ 294,904
Net appreciation
(depreciation)
in fair value
of investments (452,389) (1,220,791) 46,626 383,098
(447,095) 18,306 62,739 678,002
Contributions:
Employer 118,076 686,415 103,276 178,193
Employee 225,137 1,346,015 204,049 345,414
343,213 2,032,430 307,325 523,607
Total additions (103,882) 2,050,736 370,064 1,201,609
Deductions attributed to:
Benefits paid to
participants 229,967 2,430,018 219,434 468,300
Total deductions 229,967 2,430,018 219,434 468,300
Inter - fund
transfers 621,421 (3,505,445) (302,847) 235,164
Net increase
(decrease) 287,572 (3,884,727) (152,217) 968,473
Net assets available
for plan benefits at
beginning of year 2,071,540 17,605,351 1,991,735 2,874,608
Net assets available
for plan benefits at
end of year $ 2,359,112 $ 13,720,624 $ 1,839,518 $ 3,843,081
LONG-TERM
CORPORATE VMMR VANGUARD VANGUARD
BOND PRIME INDEX 500 STAR
FUND PORTFOLIO PORTFOLIO PORTFOLIO
Additions attributed to:
Investment income:
Interest and
dividends $ 127,340 $ 109,469 $ 72,140 $ 240,854
Net appreciation
(depreciation)
in fair value
of investments 7,147 - 901,102 92,295
134,487 109,469 973,242 333,149
Contributions:
Employer 56,520 79,284 274,264 142,251
Employee 108,137 142,436 523,471 265,605
164,657 221,720 797,735 407,856
Total additions 299,144 331,189 1,770,977 741,005
Deductions attributed to:
Benefits paid to
participants 210,802 801,368 868,003 408,291
Total deductions 210,802 801,368 868,003 408,291
Inter - fund
transfers 307,570 902,702 1,932,213 (167,012)
Net increase
(decrease) 395,912 432,523 2,835,187 165,702
Net assets available
for plan benefits at
beginning of year 1,307,256 2,112,112 2,466,693 2,764,587
Net assets available
for plan benefits at
end of year $ 1,703,168 $ 2,544,635 $ 5,301,880 $ 2,930,289
RETIREMENT INTERNATIONAL
SAVINGS GROWTH LOAN
TRUST PORTFOLIO FUND TOTAL
Additions attributed to:
Investment income:
Interest and
dividends $ 194,229 $ 60,217 $ 41,324 $ 2,400,981
Net appreciation
(depreciation)
in fair value
of investments - 374,136 - 131,224
194,229 434,353 41,324 2,532,205
Contributions:
Employer 308,442 159,038 - 2,105,759
Employee 296,097 315,396 - 3,771,757
604,539 474,434 - 5,877,516
Total additions 798,768 908,787 41,324 8,409,721
Deductions attributed to:
Benefits paid to
participants 607,615 322,671 40,049 6,606,518
Total deductions 607,615 322,671 40,049 6,606,518
Inter - fund
transfers 601,311 (491,537) 148,462 282,002
Net increase
(decrease) 792,464 94,579 149,737 2,085,205
Net assets available
for plan benefits at
beginning of year 3,065,043 2,859,741 443,246 39,561,912
Net assets available
for plan benefits at
end of year $ 3,857,507 $ 2,954,320 $ 592,983 $ 41,647,117
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 transfe 12,032 (129,653) (410,790) (5,350)
Net increase(decrea 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 transfe 267,754 230,737 6,164 (697,124)
Net increase(decrea 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 transfe 54,775 (671,455)
Net increase(decrea 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 Schedule 1
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
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 34,027.256 $ 505,447 $ 508,027
Scudder Trust
Company Global Fund 78,139.278 2,249,046 2,241,034
Scudder Trust Large Company
Company Value Fund 294,269.529 8,056,191 8,089,469
Scudder Trust US Treasury
Company Money Fund 1,691,485.700 1,691,486 1,691,486
Scudder Trust
Company Income Fund 126,276.402 1,702,901 1,671,900
Scudder Trust Growth and
Company Income Fund 380,141.571 10,463,869 10,001,525
Scudder Trust Cash Investment
Company Trust 1,991,843.640 1,991,844 1,991,844
Scudder Trust Development
Company Fund 117,263.001 4,458,949 4,416,125
31,119,733 30,611,410
Vanguard Crompton & Knowles
Trust Co. Stock Fund 13,011.350 2,000,084 2,359,112
Vanguard
Trust Co. Windsor Fund 88,121.849 13,577,552 13,720,624
Vanguard
Trust Co. Explorer Fund 32,437.278 1,549,385 1,839,518
Vanguard
Trust Co. Morgan Growth fun 194,882.405 3,106,092 3,843,081
Vanguard Long Term Corporate
Trust Co. Bond Fund 183,333.490 1,645,200 1,703,168
Vanguard VMMR - Prime
Trust Co. Portfolio 2,544,634.500 2,544,635 2,544,635
Vanguard
Trust Co. Index 500 Portfolio 46,528.120 4,262,804 5,301,880
Vanguard
Trust Co. Star Porfolio 163,156.384 2,610,947 2,930,289
Vanguard Retirement Savings
Trust Co. Trust 3,857,506.970 3,857,507 3,857,507
Vanguard International Growth
Trust Co. Portfolio 157,395.876 2,409,019 2,954,320
37,563,225 41,054,134
State Street
Bank and State Street Bank Stable Fixed
Trust Co. Income Fund 24,936,562 24,936,562
State Street
Bank and Short term
Trust Co. Income Fund 18,926,268 18,926,268
Loans receivable
from Plan Loans earn interest at the prime
Participants rate plus 1% 1,089,895 1,089,895
$113,635,683 $116,618,269
UNIROYAL CHEMICAL COMPANY, INC.
RETIREMENT RESERVE FUND PLAN Schedule 2
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
DECEMBER 31, 1998
Net
Indentity of Description Purchase Selling Cost of Gain
Party Involved of Asset Price Price Asset (Loss)
I. Series of Transactions
State Street Stable Fixed
Bank & Trust Income fund
Company
Purchases 3,341,926 $ - $3,341,926 $ -
sales 6,427,347 (6,427,347)
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.
RETIREMENT RESERVE FUND PLAN
Date: June 30, 1999 By:/s/Peter Barna
Peter Barna
Vice President Finance &
Chief Financial Officer
