SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 5
Uniroyal Technology Corporation
- ----------------------------------
(NAME OF ISSUER)
Common Stock
- ----------------------------------
(TITLE OF CLASS OF SECURITIES)
Common Stock 909163107
- ----------------------------------
(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)
October 16, 1997
(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 [ ] .
Check the following box if a fee is being paid with this statement [ ].
[PAGE]
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
2,269,444 shares of Common Stock
8. SHARED VOTING POWER
- 0 -
9. SOLE DISPOSITIVE POWER
2,269,444 shares of Common Stock
10. SHARED DISPOSITIVE POWER
- 0 -
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,269,444 shares of Common 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: 17.0%
14. TYPE OF REPORTING PERSON*
IA, CO
[PAGE]
This Amendment No. 5 amends and supplements the Statement on Schedule
13D (as previously amended, the "Schedule 13D"), relating to the Common
Stock, par value $0.01, of Uniroyal Technology Corporation ("UTCI")
previously filed by Pacholder Associates, Inc. ("PAI"). Items not included
in this Amendment are either not amended or not applicable.
Item 4 of the Schedule 13D, "Purpose of Transaction," is hereby
amended in its entirety.
PAI plans to sell all or a substantial portion of the shares if
satisfactory prices can be obtained. Any such sales may be in privately
negotiated transactions or, if market conditions permit, in the open
market. There can be no assurance as to when or whether PAI will
consummate such sales. PAI will continue to monitor market conditions
and will only sell these shares if satisfactory prices can be obtained.
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.
[PAGE]
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.
October 16, 1997
Date
/s/ Thomas M. Barnhart, II
Signature
Senior Vice President and
Associate General Counsel
Title
