SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Uniroyal Technology Corporation
- ----------------------------------
(NAME OF ISSUER)
Common Stock
Series B Convertible Preferred Stock
- ----------------------------------
(TITLE OF CLASS OF SECURITIES)
Common Stock 909163107
Series B Convertible Preferred Stock 909163982
- ----------------------------------
(CUSIP NUMBER)
Thomas M. Barnhart, II
Pacholder Associates, Inc.
8044 Montgomery Road, Suite 382
Cincinnati, OH 45236
(513) 985-3200
- ----------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
August 27, 1996
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ X ] .
Check the following box if a fee is being paid with this statement [ X ] .
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Pacholder Associates, Inc. 31-1251983
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Inapplicable - Investment Advisor
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Ohio
7. SOLE VOTING POWER
2,178,523 shares of Common Stock
35 shares of Series B Convertible Preferred Stock
8. SHARED VOTING POWER
- 0 -
9. SOLE DISPOSITIVE POWER
2,178,523 shares of Common Stock
35 shares of Series B Convertible Preferred Stock
10. SHARED DISPOSITIVE POWER
- 0 -
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,178,523 shares of Common Stock
35 shares of Series B Convertible Preferred Stock
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Common Stock: 16.5%
Series B Convertible Preferred Stock: 100%
14. TYPE OF REPORTING PERSON*
IA, CO
This Schedule 13-D is filed by Pacholder Associates, Inc.
("PAI"). PAI previously filed a Schedule 13-G related to this
investment on July 3, 1996.
Item 1. Security and Issuer
This Schedule 13-D relates to the Common Stock, par value $0.01,
and the Series B Convertible Preferred Stock, par value $0.01 of
Uniroyal Technology Corporation (the "Company"). The address of the
Company's principal executive offices is Two North Tamiami Trail,
Suite 900, Sarasota, Florida 34236.
Item 2. Identity and Background
(a, b, c, f) PAI is a corporation organized under the laws of
the State of Ohio. It is a registered investment advisor. Its
business address is 8044 Montgomery Road, Suite 382, Cincinnati, Ohio
45236. The names and addresses of the directors and officers of PAI
are set forth in the attached Exhibit A.
Pursuant to a contract dated April 13, 1994 between PAI and the
Pension Benefit Guaranty Corporation ("PBGC") a wholly owned United
States Government Corporation, attached as Exhibit B of a 13-D filed
on May 24, 1994 relating to Kaiser Resources, Inc., now known as
Kaiser Ventures, Inc., PAI has full and complete discretion for the
investment in the Company, as well as voting the shares. However,
under the terms of the agreement the PBGC has the ability to terminate
this contract at its discretion.
(d) During the last five years neither PAI, nor any of its
officers and directors have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five years neither PAI, nor any of its
officers and directors were a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree, or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Item 3. Source and Amounts of Funds and Other Consideration
See Item 4.
Item 4. Purpose of Transaction
Since June 2, 1996, PAI has acted as financial advisor to the
PBGC in the voting, acquisition or sale of securities of the Company.
PAI has met with management of the Company and is considering
meeting with board members or other significant shareholders. PAI, as
a result of its relationship with the PBGC, has a contractual right
arising from the Series B Convertible Preferred Stock, to a board seat
at the Company. PAI is considering acting upon this contractual
right. Any determination by PAI to take any of the actions listed in
sub (a) - (j) below will be based on various factors, including but
not limited to, the Company's financial condition, business and
prospects, other developments concerning the Company, price levels of
the Company's common stock, other opportunities, general economic,
monetary and stock market conditions, and other applicable business
and legal considerations.
As of the date of this filing, and except as set forth above, PAI
has no plans or proposals which relate to or would result in any of
the following:
(a) The acquisition of securities or the disposition of
securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
(d) Any change in the present board of directors or management
of the Company, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the Company;
(f) Any other material change in the Company's business or
corporate structure;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition or control of the issuer by any person;
(h) Causing a class of securities to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4)
of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Company
(a) Pursuant to the contract between the PBGC and PAI, PAI
beneficially owns, 2,178,523 common shares, or 16.5% of all issued and
outstanding shares.
(b) As long as the contract between the PBGC and PAI is in
effect, PAI has the power to vote and dispose of all 2,178,523 shares
held by the PBGC.
(c) None.
(d) The PBGC.
(e) Not applicable
.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Information respective to Item 6 is set forth in Item 2 above.
Item 7. Material to be Filed as Exhibits
Exhibit Number Title of Document Exhibit Page
A. Names and addresses of officers and 7
directors of PAI.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Pacholder Associates, Inc.
August 27, 1996
Date
/s/ Thomas M. Barnhart, II
Signature
Sr. Vice President & Assoc.
Gen. Counsel
Title
7
EXHIBIT A
Dr. Asher O. Pacholder
Chairman of the Board and Director
c/o ICO, Inc.
11490 Westheimer, Suite 1000
Houston, TX 77077
Mr. William J. Morgan
President and Director
Pacholder Associates, Inc.
8044 Montgomery Road, Suite 382
Cincinnati, OH 45236
Mr. James P. Shanahan, Jr.
Executive Vice President
and General Counsel
Pacholder Associates, Inc.
8044 Montgomery Road, Suite 382
Cincinnati, OH 45236
Mr. Thomas M. Barnhart II
Senior Vice President
and Associate General Counsel
Pacholder Associates, Inc.
8044 Montgomery Road, Suite 382
Cincinnati, OH 45236
Mr. Anthony L. Longi, Jr.
Executive Vice President
Pacholder Associates, Inc.
8044 Montgomery Road, Suite 382
Cincinnati, OH 45236
Mr. James E. Gibson
Senior Vice President
Pacholder Associates, Inc.
8044 Montgomery Road, Suite 382
Cincinnati, OH 45236
Ms. Robin E. Pacholder
Senior Vice President
and Associate General Counsel
Pacholder Associates, Inc.
8044 Montgomery Road, Suite 382
Cincinnati, OH 45236
Mr. Timothy T. Janszen
Senior Vice President
Pacholder Associates, Inc.
8044 Montgomery Road, Suite 382
Cincinnati, OH 45236
Mr. Robert C. Amenta
Senior Vice President
Pacholder Associates, Inc.
8044 Montgomery Road, Suite 382
Cincinnati, OH 45236
Mr. Michael J. Bennett
Vice President
Pacholder Associates, Inc.
8044 Montgomery Road, Suite 382
Cincinnati, OH 45236
Mr. Bernard M. Casey
Vice President
Pacholder Associates, Inc.
8044 Montgomery Road, Suite 382
Cincinnati, OH 45236
Ms. Virginia A. Miller
Assistant Vice President
Pacholder Associates, Inc.
8044 Montgomery Road, Suite 382
Cincinnati, OH 45236
Mr. Mark H. Prenger
Assistant Vice President
Pacholder Associates, Inc.
8044 Montgomery Road, Suite 382
Cincinnati, OH 45236
Mr. Nickolas J. Sakelos
Assistant Vice President
Pacholder Associates, Inc.
8044 Montgomery Road, Suite 382
Cincinnati, OH 45236
