===============================================================================




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           --------------------------



                                    FORM 8-K




                Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934



                                October 13, 1998
                Date of Report (Date of earliest event reported)




                              SYBRON CHEMICALS INC.
               (Exact name of Registrant Specified in its Charter)




      Delaware                            0-19983              51-0301280
 (State or other Jurisdiction       (Commission File No.)    (I.R.S. Employer
       of Incorporation)                                 Identification Number)





               Birmingham Road, P.O. Box 66, Birmingham, NJ 08011
               (Address of principal executive offices) (Zip Code)


                                 (609) 893-1100
              (Registrant's telephone number, including area code)




===============================================================================


<PAGE>



Item 2.  Acquisition or Disposition of Assets

     The information  provided in this Current Report on Form 8-K is intended to
supplement the information  previously  provided in the Company's Report on Form
10-Q filed with the Securities and Exchange Commission on August 17, 1998.

         Acquisition

     On July 31, 1998, the Company acquired all of the outstanding capital stock
of Ruco Polymer  Corporation ("Ruco NY"), and all of the outstanding  membership
interests of Ruco Polymer Company of Georgia,  LLC ("Ruco GA," and together with
Ruco NY, "Ruco") pursuant to the Capital Stock and Membership  Interest Purchase
Agreement,  dated  July 30,  1998,  effective  July 31,  1998,  by and among the
Company,  Louis T. Camilleri,  Anthony F. Forgione,  Joseph Mitola and Joseph A.
Ruffing,  a copy of which  has  been  filed  previously  by the  Company  and is
incorporated  herein by  reference.  Messrs.  Camilleri,  Forgione,  Mitola  and
Ruffing  hereinafter  are referred to as the "Sellers."  Ruco is a leading North
American  polymer   intermediates   company  that  produces  polyester  polyols,
polyester  powder coating resins,  polyurethane  latexes and specialty  polymers
which are intermediate  chemical products used in the formulation and production
of coatings and plastics.  The  aggregate  purchase  price for the  acquisition,
determined  through  arms-length  negotiations  between  the  parties,  was $110
million,  including the repayment of bank debt owed by Ruco.  The purchase price
is subject to certain post-closing  adjustments.  The acquisition was pursued as
part of the Company's strategic  initiative to develop a "third leg" business to
complement its existing Textile Chemical Specialties and Environmental  Products
and Services segments.  The Company intends to continue the business of Ruco and
the use of Ruco's  facilities,  equipment and physical property obtained through
the acquisition.

     In connection  with the  acquisition of Ruco,  each of the Sellers  entered
into five-year non-compete agreements with the Company. In addition, the Company
entered into an agreement  with Anthony F.  Forgione,  the  President  and Chief
Executive  Officer  of Ruco  prior to the  acquisition,  pursuant  to which  Mr.
Forgione will serve as President of Ruco. The employment agreement anticipates a
minimum  term of two years and will  continue  in full  force and  effect  until
terminated by either party.

         Financing

     On July 31, 1998, the Company  obtained from  Donaldson,  Lufkin & Jenrette
Securities  Corporation,  Morgan Guaranty Trust Company of New York Incorporated
and Mellon  Bank,  N.A. a $185  million  senior  secured  credit  facility.  The
facility  consists of a $145 million term  facility and a $40 million  revolving
facility.  Proceeds of the term  facility  were used to refinance  the Company's
outstanding  indebtedness,  to pay the cash consideration for the acquisition of
Ruco and to pay certain related fees and expenses.  The revolving  facility will
be available to fund the working capital requirements of the Company.





<PAGE>




     The following financial statements related to the Company and to certain of
the transactions described above are included herein:

     (a) Financial  statements of Ruco Polymer  Corporation  and affiliate as of
September  30, 1996 and 1997 and for the three years ended  September  30, 1997,
and as of June 30, 1998  (unaudited)  and for the nine month  periods ended June
30, 1997 and 1998 (unaudited).

     (b) Unaudited pro forma combined financial  statements of the Company as of
June 30,  1998 and for the year ended  December  31, 1997 and for the six months
ended June 30, 1998.

Item 7.  Financial Statements, Pro Forma Financial Information

          (a) Financial  Statements of Ruco Polymer  Corporation  and Affiliate,
the Business Acquired:

                  Combined Balance Sheets as of September 30, 1996, 1997 and
                  June 30, 1998 (unaudited).

                  Combined Statements of Earnings for the years ended September
                  30, 1995, 1996 and 1997 and for the nine months ended June 30,
                  1997 and 1998 (unaudited).

                  Combined Statement of Ownership for the period October 1, 1995
                  to June 30, 1998.

                  Combined Statements of Cash Flows for the years ended
                  September 30, 1995, 1996 and 1997 and for the nine months
                  ended June 30, 1997 and 1998 (unaudited).

                  Notes to Combined Financial Statements.

                  Report of Independent Public Accountants.

          (b)     Pro Forma Financial Information:

                  Unaudited Pro Forma Combined Income Statement for the year
                  ended December 31, 1997 and related notes.

                  Unaudited Pro Forma Combined Income Statement for the six
                  months ended June 30, 1998 and related notes.

                  Unaudited Pro Forma Balance Sheet as of June 30, 1998 and
                  related notes.

                                       -2-



<PAGE>



          (c)     Exhibits

Exhibit  Description

2.1      Capital Stock and Membership Interest Purchase Agreement, effective as
         of July 31, 1998, by and among Sybron Chemicals Inc., Louis T.
         Camilleri, Anthony F. Forgione, Joseph Mitola, and Joseph A. Ruffing,
         with exhibits:

          A.       Non-Competition Agreement, effective as of July 31, 1998, by
                   and among Sybron Chemicals Inc., Ruco NY, Ruco GA and Anthony
                   Forgione (substantially similar agreements with Messrs.
                   Mitola, Camilleri and Mitola not included).

          B.       Employment Agreement by and among Ruco Polymer Corp., Ruco
                   Polymer Company of Georgia, LLC, Sybron Chemicals Inc. and
                   Anthony F. Forgione, dated as of July 31, 1998, with exhibits
                   (attached as Exhibit 10.1).

          C.       Form Opinion of Jacobson, Mermelstein & Squire, dated as of
                   July 31, 1998.

          D.       Amendment to Employment Agreement of Michael J. McCann and
                   Waiver of Certain Rights Thereunder, dated as of July 31,
                   1998.

10.1      Employment Agreement by and among Ruco Polymer Corp., Ruco Polymer
          Company of Georgia LLC, Sybron Chemicals Inc. and Anthony F. Forgione,
          dated as of July 31, 1998, with material exhibits:

          C.       Bonus Incentive Plan for Mr. Forgione.

10.2      Credit Agreement, dated as of July 31, 1998, by and among Sybron
          Chemicals Inc., DLJ Capital Funding, Inc., Morgan Guaranty Trust
          Company of New York and Mellon Bank, N.A.

10.3      Promissory Notes, dated as of July 31, 1998, by Sybron Chemicals Inc.
          in favor of DLJ Capital Funding, Inc., Morgan Guaranty Trust Company
          of New York and Mellon Bank, N.A.

10.4      Security Agreement, dated as of July 31, 1998, among Sybron Chemicals
          Inc. and Mellon Bank, N.A.

10.5      Trademark Security Agreement, dated as of July 31, 1998, among Sybron
          Chemicals Inc., the Subsidiary Guarantors to the Credit Agreement, and
          Mellon Bank, N.A. re: Sybron Chemicals Inc.'s trademarks and licenses.

                                       -3-


<PAGE>



10.6      Trademark Security Agreement, dated as of July 31, 1998, among Sybron
          Chemicals Inc., the Subsidiary Guarantors to the Credit Agreement, and
          Mellon Bank, N.A. re: Ruco NY's trademarks and licenses.

10.7      Trademark Security Agreement, dated as of July 31, 1998, among Sybron
          Chemicals Inc., the Subsidiary Guarantors to the Credit Agreement, and
          Mellon Bank, N.A. re: Ruco GA's trademarks and licenses.

10.8      Patent Security Agreement, dated as of July 31, 1998, among Sybron
          Chemicals Inc., the Subsidiary Guarantors to the Credit Agreement, and
          Mellon Bank, N.A. re: Sybron Chemicals Inc.'s patents and licenses.

10.9      Patent Security Agreement, dated as of July 31, 1998, among Sybron
          Chemicals Inc., the Subsidiary Guarantors to the Credit Agreement, and
          Mellon Bank, N.A. re: Ruco NY's patents and licenses.

10.10     Patent Security Agreement, dated as of July 31, 1998, among Sybron
          Chemicals Inc., the Subsidiary Guarantors to the Credit Agreement, and
          Mellon Bank, N.A. re: Ruco GA's patents and licenses.

10.11     Subsidiary Guaranty Agreement, dated as of July 31, 1998, by and among
          Sybron Chemical Holdings Inc., Ruco NY, Ruco GA and DLJ Capital
          Funding, Inc., Morgan Guaranty Trust Co. of New York and Mellon Bank,
          N.A.

10.12     Subordination Agreement, dated as of July 31, 1998 by Sybron Chemie
          Nederland B.V.

10.13     Subordination Agreement, dated as of July 31, 1998 by Sybron Chemical
          Industries Nederland B.V.

20.1      Press Release dated July 31, 1998
          Re: The Company's Purchase of Ruco.

23.1      Consent of Independent Public Accountants of the Company.

23.2      Consent of Independent Public Accountants of Ruco.

99        Financial statements of the Company, filed with the Company's Annual
          Report on Form 10-K for the year ended December 31, 1997.





                                       -4-


<PAGE>




                                  EXHIBIT INDEX


Exhibit                                                        Method of Filing

2.1       Capital Stock and Membership Interest Purchase              (1)
          Agreement, effective as of July 31, 1998, by
          and among Sybron Chemicals Inc., Louis T.
          Camilleri, Anthony F. Forgione, Joseph
          Mitola, and Joseph A. Ruffing, with exhibits:

                  A.       Non-Competition Agreement, effective
                           as of July 31, 1998, by and among
                           Sybron Chemicals Inc., Ruco NY,
                           Ruco GA and Anthony Forgione
                           (substantially similar agreements with
                           Messrs. Mitola, Camilleri and Mitola
                           not included).

                  B.       Employment Agreement by and among
                           Ruco Polymer Corp., Ruco Polymer
                           Company of Georgia, LLC, Sybron
                           Chemicals Inc. and Anthony F. Forgione,
                           dated as of July 31, 1998, with exhibits
                           (attached as Exhibit 10.1).

                  C.       Form Opinion of Jacobson, Mermelstein
                           & Squire, dated as of July 31, 1998.

                  D.       Amendment to Employment Agreement
                           of Michael J. McCann and Waiver of
                           Certain Rights Thereunder, dated as
                           of July 31, 1998.

10.1      Employment Agreement by and among Ruco                      (1)
          Polymer Corp., Ruco Polymer Company of
          Georgia LLC, Sybron Chemicals Inc. and
          Anthony F. Forgione, dated as of July 31,
          1998, with material exhibits:

                  C.       Bonus Incentive Plan for Mr. Forgione.




                                       -5-


<PAGE>




Exhibit                                                         Method of Filing

10.2      Credit Agreement, dated as of July 31, 1998, by             (1)
          and among Sybron Chemicals Inc., DLJ
          Capital Funding, Inc., Morgan Guaranty Trust
          Company of New York and Mellon Bank, N.A.

10.3      Promissory Notes, dated as of July 31, 1998, by             (1)
          Sybron Chemicals Inc. in favor of DLJ Capital
          Funding, Inc., Morgan Guaranty Trust Company
          of New York and Mellon Bank, N.A.

10.4      Security Agreement, dated as of July 31, 1998,              (1)
          among Sybron Chemicals Inc. and Mellon
          Bank, N.A.

10.5      Trademark Security Agreement, dated as of                   (1)
          July 31, 1998, among Sybron Chemicals Inc., the
          Subsidiary Guarantors to the Credit Agreement,
          and Mellon Bank, N.A. re: Sybron Chemicals
          Inc.'s trademarks and licenses.

10.6      Trademark Security Agreement, dated as of                   (1)
          July 31, 1998, among Sybron Chemicals Inc.,
          the Subsidiary Guarantors to the Credit
          Agreement, and Mellon Bank, N.A.
          re: Ruco NY's trademarks and licenses.

10.7      Trademark Security Agreement, dated as of                   (1)
          July 31, 1998, among Sybron Chemicals Inc.,
          the Subsidiary Guarantors to the Credit
          Agreement, and Mellon Bank, N.A.
          re: Ruco GA's trademarks and licenses.

10.8      Patent Security Agreement, dated as of                      (1)
          July 31, 1998, among Sybron Chemicals Inc.,
          the Subsidiary Guarantors to the Credit
          Agreement, and Mellon Bank, N.A. re: Sybron
          Chemicals Inc.'s patents and licenses.

10.9      Patent Security Agreement, dated as of                      (1)
          July 31, 1998, among Sybron Chemicals Inc.,
          the Subsidiary Guarantors to the Credit
          Agreement, and Mellon Bank, N.A.
          re: Ruco NY's patents and licenses.
                                       -6-


<PAGE>




Exhibit                                                         Method of Filing

10.10     Patent Security Agreement, dated as of                      (1)
          July 31, 1998, among Sybron Chemicals Inc.,
          the Subsidiary Guarantors to the Credit
          Agreement, and Mellon Bank, N.A.
          re: Ruco GA's patents and licenses.

10.11     Subsidiary Guaranty Agreement, dated as of                  (1)
          July 31, 1998, by and among Sybron Chemical
          Holdings Inc., Ruco NY, Ruco GA and DLJ
          Capital Funding, Inc., Morgan Guaranty Trust
          Co. of New York and Mellon Bank, N.A.

10.12     Subordination Agreement, dated as of                        (1)
          July 31, 1998 by Sybron Chemie Nederland B.V.

10.13     Subordination Agreement, dated as of July 31,               (1)
          1998 by Sybron Chemical Industries Nederland B.V.

20.1      Press Release dated July 31, 1998                           (1)
          Re: The Company's Purchase of Ruco.

23.1      Consent of Independent Public Accountants                    *
          of the Company

23.2      Consent of Independent Public Accountants                    *
          of Ruco

99        Financial statements of the Company, filed with             (2)
          the Company's Annual Report on Form 10-K for the
          year ended December 31, 1997



*         Filed electronically herewith.


(1)       Previously filed as an Exhibit to the Registrant's Quarterly Report on
          Form 10-Q for the quarter ended June 30, 1998 and incorporated herein
          by reference.

(2)       Previously filed with the Company's Annual Report on Form 10-K for
          year ended December 31, 1997 and incorporated herein by reference.



                                       -7-


<PAGE>



                                    SIGNATURE




         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto authorized, on October 13, 1998.



                                        SYBRON CHEMICALS INC.



                                        /s/  Steven F. Ladin
                                        --------------------
                                             Steven F. Ladin
                                             Vice President, Finance and
                                             Chief Financial Officer


























                                       -8-


<PAGE>



                          Independent Auditors' Report



The Board of Directors and Members
Ruco Polymer Corporation and Affiliate
Hicksville, New York

     We have audited the  accompanying  combined  balance sheets of Ruco Polymer
Corporation  and  Affiliate as of September  30, 1996 and 1997,  and the related
combined statements of earnings,  ownership and cash flows for each of the three
years  ended   September  30,  1997.   These   financial   statements   are  the
responsibility of the Company'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  combined  financial  position of Ruco  Polymer
Corporation  and Affiliate as of September 30, 1996 and 1997, and the results of
their  operations  and  their  cash  flows  for each of the  three  years  ended
September 30, 1997 in conformity with generally accepted accounting principles.




                                                 HOLTZ RUBENSTEIN & CO., LLP


Melville, New York
December 2, 1997






<PAGE>



                     RUCO POLYMER CORPORATION AND AFFILIATE

                             COMBINED BALANCE SHEETS
                                 (in thousands)



                                                September 30,           June 30,
                                                -------------           --------
       ASSETS                                 1996         1997          1998
       ------                                 ----         ----          ----
                                                                     (Unaudited)
CURRENT ASSETS:
   Cash and cash equivalents            $      816    $      842    $     155
   Accounts receivable, less allowance
     for doubtful accounts of $100          10,365        10,386        9,659
   Inventories (Note 3)                      6,877         8,315        8,366
   Prepaid expenses and other current
     assets (Note 8)                           272           340          670
                                               ---           ---          ---
       Total current assets                 18,330        19,883       18,850

PROPERTY, PLANT AND EQUIPMENT,
   net (Notes 4 and 5)                      19,897        20,662       19,430
OTHER ASSETS                                   504           537           58
                                               ---           ---           --

                                           $38,731       $41,082      $38,338
                                           =======       =======      =======

     LIABILITIES AND OWNERSHIP

CURRENT LIABILITIES:
   Current portion of long-term debt       $ 1,746       $ 1,807      $ 1,807
     (Note 5)
   Accounts payable                          5,942         6,850        5,884
   Accrued wages                               853           912          821
   Accrued dividends                         1,553         2,704          764
   Accrued expenses                          1,039           946          695
                                             -----           ---          ---
       Total current liabilities            11,133        13,219        9,971
                                            ------        ------        -----

LONG-TERM DEBT (Note 5)                     16,556        15,725       15,383
                                            ------        ------       ------

COMMITMENTS AND CONTINGENCIES (Notes 6 and 8)

OWNERSHIP:
   Common stock, $.01 par value; authorized
     950,000 shares, 428,640 shares issued       4             4            4
   Additional paid-in capital                   86            86           86
   Retained earnings                         9,904         9,143        7,697
   Members' equity                           1,048         2,905        5,197
                                             -----         -----        -----

                                            11,042        12,138       12,984
                                            ------        ------       ------

                                           $38,731       $41,082      $38,338
                                           =======       =======      =======


                   See notes to combined financial statements


<PAGE>



                     RUCO POLYMER CORPORATION AND AFFILIATE

                         COMBINED STATEMENTS OF EARNINGS
            (in thousands except shares and pro forma per share data)

<TABLE>
<CAPTION>





                                                  Years Ended                    Nine Months Ended
                                                  September 30,                       June 30,
                                      --------------------------------     ----------------------
                                        1995        1996        1997         1997        1998
                                        ----        ----        ----         ----        ----
                                                                          (Unaudited)  (Unaudited)
<S>                                 <C>         <C>          <C>         <C>          <C>        
NET SALES                           $  63,508   $  74,998    $ 80,789    $  61,244    $ 60,624

COST OF PRODUCTS SOLD                  53,355      62,603      66,347       49,745      48,661
                                       ------      ------      ------       ------      ------

GROSS PROFIT                           10,153      12,395      14,442       11,499      11,963
                                       ------      ------      ------       ------      ------
OPERATING EXPENSES:
   Selling (Note 6)                     1,286       1,282       1,561        1,150       1,193
   General and administrative
     (Notes 6 and 8)                    3,622       4,380       4,106        3,114       3,035
                                        -----       -----       -----        -----       -----
                                        4,908       5,662       5,667        4,264       4,228
                                        -----       -----       -----        -----       -----

EARNINGS FROM OPERATIONS                5,245       6,733       8,775        7,235       7,735
                                        -----       -----       -----        -----       -----

OTHER INCOME (EXPENSE):
   Interest income                          3           4           5           -            4
   Interest expense                    (1,696)     (1,609)     (1,382)      (1,026)     (1,062)
   Miscellaneous, net                      90           1          19            6           6
                                           --          --          --            -           -
                                       (1,603)     (1,604)     (1,358)      (1,020)     (1,052)
                                       ------      ------      ------       ------      ------

EARNINGS BEFORE INCOME TAXES            3,642       5,129       7,417        6,215       6,683

STATE INCOME TAX PROVISION
   (Note 7)                               230          76         117           95         273
                                          ---          --         ---           --         ---

NET EARNINGS                          $ 3,412     $ 5,053     $ 7,300      $ 6,120     $ 6,410
                                      =======     =======     =======      =======     =======

PRO FORMA INFORMATION (Note 9):
   Historical earnings before income
     taxes                            $ 3,642     $ 5,129     $ 7,417      $ 6,215     $ 6,683
   Pro forma income taxes               1,396       1,898       2,716        2,257       2,573
                                        -----       -----     -------      -------     -------

   Pro forma net earnings             $ 2,246     $ 3,231     $ 4,701      $ 3,958     $ 4,110
                                      =======     =======     =======      =======     =======

   Pro forma net earnings per share   $  4.25     $  6.11     $  8.89      $  7.49     $  7.77
                                      =======     =======     ========     =======     =======

</TABLE>








                   See notes to combined financial statements



<PAGE>



                     RUCO POLYMER CORPORATION AND AFFILIATE

                         COMBINED STATEMENT OF OWNERSHIP
                          (in thousands except shares)






<TABLE>
<CAPTION>

                                                                                                     Ruco
                                                                                                    Polymer
                                                                                                  of Georgia,
                                                         Ruco Polymer Corp.                           LLC
                                        ---------------------------------------------------       -----------
                                               Common Stock          Additional                    Members'
                                          Shares                       Paid-in     Retained         Equity
                                        Outstanding     Amount        Capital       Earnings       (Deficit)       Total
                                        -----------     ------        -------       --------       ---------       -----
<S>                                        <C>             <C>          <C>        <C>            <C>           <C>      
BALANCE, October 1, 1995                   428,640         $4           $ 86       $  9,968       $    (93)     $  9,965

NET EARNINGS                                    --         --             --          4,008           (596)        3,412

DIVIDENDS                                       --         --             --         (3,180)            --        (3,180)
                                                --         --             --        -------           ----        ------

BALANCE, September 30, 1995                428,640          4             86         10,796           (689)       10,197

NET EARNINGS                                    --         --             --          3,316          1,737         5,053

DIVIDENDS                                       --         --             --         (4,208)            --        (4,208)
                                                --         --             --         ------             --        ------

BALANCE, September 30, 1996                428,640          4             86          9,904          1,048        11,042

NET EARNINGS                                    --         --             --          5,443          1,857         7,300

DIVIDENDS                                       --         --             --         (6,204)            --        (6,204)
                                                --         --             --          ------            --        ------

BALANCE, September 30, 1997                428,640          4             86          9,143          2,905        12,138

NET EARNINGS                                    --         --             --          4,118          2,292         6,410

DIVIDENDS                                       --         --             --         (5,564)            --        (5,564)
                                                --         --             --         ------             --        ------

BALANCE, June 30, 1998                     428,640         $4           $ 86        $ 7,697         $5,197       $12,984
                                           =======         ==           ====       ========       =======        =======


</TABLE>










                   See notes to combined financial statements



<PAGE>



                     RUCO POLYMER CORPORATION AND AFFILIATE

                        COMBINED STATEMENTS OF CASH FLOWS
                                 (in thousands)


<TABLE>
<CAPTION>

                                                                   Years Ended                       Nine Months Ended
                                                                  September 30,                          June 30,
                                                       -----------------------------------       -------------------------
                                                         1995         1996         1997            1997           1998
                                                         ----         ----         ----            ----           ----
                                                                                                (Unaudited)    (Unaudited)
<S>                                                   <C>          <C>           <C>            <C>            <C>        
OPERATING ACTIVITIES:
   Net earnings                                       $   3,412    $   5,053     $  7,300       $   6,120      $   6,410
                                                      -   -----    -   ------    -  ------      -   ------     -   -----
   Adjustments to reconcile net earnings to net
     cash provided by operating activities:
       Depreciation and amortization                      2,274        2,345        2,548           1,984          1,999
       Loss on disposal of fixed assets                      63            8            7               -              3
       Changes in operating assets and liabilities:
         (Increase) decrease in assets:
           Accounts receivable                           (1,614)      (1,918)         (21)          1,262            727
           Inventories                                   (1,269)        (980)      (1,438)         (2,733)           (51)
           Prepaid expenses                                 126           (8)         (68)           (183)          (330)
           Other assets                                      58          216          (63)            (94)           456
         Increase (decrease) in liabilities:
           Accounts payable                                (218)         617          908           1,363           (966)
           Accrued wages                                   (439)         443           59             157            (91)
           Accrued expenses                                  25         (109)         (92)           (403)          (251)
                                                            ---         ----          ---            ----           ----
       Total adjustments                                   (994)         614        1,840           1,353          1,496
                                                           ----         ----       ------          ------          -----
       Net cash provided by operating activities          2,418        5,667        9,140           7,473          7,906
                                                         ------       ------       ------          ------          -----

INVESTING ACTIVITIES:
   Purchase of property, plant and equipment             (1,611)        (921)      (3,290)         (2,818)          (747)
                                                         ------         ----       ------          ------           ----
       Net cash used in investing activities             (1,611)        (921)      (3,290)         (2,818)          (747)
                                                         ------         ----       ------          ------           ----

FINANCING ACTIVITIES:
   Increase in other assets                                 (23)          -            -               -              -
   Proceeds from line of credit                          39,356       42,103       43,476          33,925         33,531
   Repayments of line of credit                         (36,790)     (44,823)     (42,553)        (34,376)       (35,044)
   Proceeds from term loan                                3,990        2,000            -               -          2,500
   Repayments of term loan                               (4,240)      (1,538)      (1,694)         (1,256)        (1,329)
   Distributions to stockholders                         (3,180)      (2,655)      (5,053)         (3,253)        (7,504)
                                                         ------       ------       ------          ------         ------
       Net cash used in financing activities               (887)      (4,913)      (5,824)         (4,960)        (7,846)
                                                           ----       ------       ------          ------         ------

Increase (decrease) in cash and cash equivalents            (80)        (167)          26            (305)          (687)

Cash and cash equivalents
   at beginning of period                                 1,063          983          816             816            842
                                                         ------          ----         ----            ----           ---

Cash and cash equivalents
   at end of period                                   $     983    $     816     $    842       $     511      $     155
                                                      =     ====   =     ====    =    ====      =     ====     =     ===

SUPPLEMENTAL DISCLOSURE:
   Income taxes paid                                  $     129    $      48     $    153       $     129      $     201
                                                      =     ====   =      ===    =    ====      =     ====     =     ===
   Interest paid                                      $   1,789    $   1,784     $  1,382       $   1,030      $   1,037
                                                      =   ======   =   ======    =  ======      =   ======     =   =====

</TABLE>



                   See notes to combined financial statements



<PAGE>



                     RUCO POLYMER CORPORATION AND AFFILIATE

                     NOTES TO COMBINED FINANCIAL STATEMENTS


        (Information with respect to the nine months ended June 30, 1997
                and 1998 is unaudited) (dollars in thousands except
                      shares and pro forma per share data)



1.     Nature of Operations:

     The  Company is  engaged in the  manufacturing  of various  polyesters  and
polyurethanes  which  are sold to  manufacturers  for  further  processing.  The
majority of sales are  domestic  and  geographically  dispersed  throughout  the
United States.

2.     Summary of Significant Accounting Policies:

       a. Principles of combination

     The accompanying  financial statements include the accounts of Ruco Polymer
Corporation  ("Ruco NY") and its  affiliate,  Ruco  Polymer  Company of Georgia,
L.L.C. ("Ruco Georgia"),  collectively the "Company."  Significant  intercompany
accounts and transactions have been eliminated.

       b. Cash and cash equivalents

     For purposes of the  statement  of cash flows,  the Company  considers  all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents.

       c. Inventories

     Inventories  are  valued at the lower of cost  (last-in,  first-out  (LIFO)
method) or market.

       d. Property, plant and equipment

     Property and equipment are recorded at cost. The carrying  amount of assets
and related  accumulated  depreciation  and  amortization  are removed  from the
accounts  when such assets are  disposed of, and the  resulting  gain or loss is
included in operations.  Depreciation  is computed by the  straight-line  method
over the estimated useful lives of the assets.

       e. Environmental expenditures

     The Company capitalizes  environmental  expenditures that increase the life
or efficiency of property or that reduce or prevent environmental contamination.
The  Company  expenses   environmental   expenditures  resulting  from  existing
conditions  that  relate to past  operations  when the costs  are  probable  and
reasonably estimable.

       f. Pension plans

     The Company maintains a defined benefit pension plan covering substantially
all union personnel and a 401(a) profit sharing plan covering  substantially all
non-union personnel. The Company's policy is to fund pension costs as accrued.



<PAGE>



2.     Summary of Significant Accounting Policies:  (Cont'd)

       g. Income taxes

     The  shareholders  of Ruco NY  elected  to be taxed  as a  "Small  Business
Corporation," for federal income tax purposes. As a result of this election, the
income of the Company  will be taxed  directly to the  individual  shareholders.
Accordingly,  no provision for federal income taxes is included in the financial
statements of the Company.

     For  New  York  State  tax  purposes,   investment  tax  and  research  and
development  credits are  recorded as a reduction  of the  provision  for income
taxes  by use  of the  flow-through  method.  Effective  January  1,  1998,  the
shareholders of Ruco NY elected to be taxed as a "Small  Business  Corporation,"
for New York State tax purposes.

     Ruco Georgia reports income, deductions and credits as a partnership and as
such is not subject to federal,  state or local income  taxes and,  accordingly,
makes no provision  for income taxes in its  financial  statements.  The limited
liability  corporation's income or loss is reportable for income tax purposes by
the partners.

       h. Concentrations of credit

     Financial   instruments   which   potentially   subject   the   Company  to
concentrations of credit risk consist  principally of temporary cash investments
and trade  receivables.  The Company places its temporary cash  investments with
high credit quality financial  institutions.  Concentrations of credit risk with
respect to trade  receivables  are limited  due to the quality of the  Company's
customer base and their dispersion across many industries.

       i. Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the reported  amounts of assets and  liabilities at the
date of the  financial  statements  and the  reported  amount  of  revenues  and
expenses  during the reporting  period.  Actual  results could differ from these
estimates.

       j. Interim financial statements

     The  unaudited  financial  statements  as of June 30, 1998 and for the nine
months ended June 30, 1997 and 1998 reflect all adjustments,  consisting only of
normal recurring  accruals,  which are, in the opinion of management,  necessary
for a fair  statement of the results for the period.  The results of  operations
are not necessarily indicative of the results expected for the fiscal year.

       k. New accounting standards

     In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 130,  "Reporting  Comprehensive  Income,"  which  establishes  standards for
reporting and display of  comprehensive  income,  its components and accumulated
balances.  Comprehensive  income is  defined to  include  all  changes in equity
except those  resulting from  investments by owners and  distribution to owners.
Among other disclosures,  SFAS No. 130 requires that all items that are required
to  be  recognized   under  current   accounting   standards  as  components  of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements.


<PAGE>



2.     Summary of Significant Accounting Policies:  (Cont'd)

       k. New accounting standards  (Cont'd)

     In addition, in June 1997, the FASB issued SFAS No. 131, "Disclosures About
Segments of an Enterprise and Related  Information," which establishes standards
for  reporting   information  about  operating  segments.  It  also  establishes
standards for disclosures regarding products and services,  geographic areas and
major customers.

     In February  1998,  the FASB issued  SFAS No. 132,  "Employers'  Disclosure
About Pensions and Other Post Retirement  Benefits," which establishes standards
for the  standardization  of  disclosure  pertaining  to pensions and other post
retirement  benefits.  It provides for a  reconciliation  of  projected  benefit
obligation  and the fair value of plan assets for the reported  period.  It also
provides for reduced disclosure for non-public entities.

     These new standards are effective for periods  beginning after December 15,
1997 and require comparative  information for earlier years to be restated.  The
implementation  of these new standards will not affect the Company's  results of
operations and financial  position,  but may have an impact on future  financial
statement disclosures.

3.     Inventories:

       Inventories consist of:
                                                  September 30,         June 30,
                                              --------------------      --------
                                                1996         1997         1998
                                                ----         ----         ----

       Finished goods                       $   5,721    $   6,724    $  6,722
       Raw materials and supplies               2,180        2,129       1,940
                                                -----        -----       -----
                                                7,901        8,853       8,662
       Allowance to value inventory
         at cost on the LIFO method            (1,024)        (538)       (296)
                                               ------         ----        ----

                                            $   6,877    $   8,315    $  8,366
                                            =   =====    =   =====    =  =====

     Inventories  are stated at the lower of cost  determined by the LIFO method
or market. If the first-in, first-out method had been used, net income for years
ended September 30, 1995, 1996, 1997 and the nine months ended June 30, 1997 and
1998 would have been $3,598, $4,728, $6,814, $5,756 and $6,148, respectively.

4.      Property, Plant and Equipment:

        Property, plant and equipment, at cost, is summarized as follows:

                                                    September 30,       June 30,
                                                -------------------     -------
                                                1996         1997        1998
                                                ----         ----        ----

       Land                                 $     980    $     980    $    980
       Buildings and building improvements      7,263        7,447       7,489
       Machinery and equipment                 26,377       29,404      29,688
       Construction in progress                    97           77         489
                                                   --           --         ---
                                               34,717       37,908      38,646
       Less accumulated depreciation
         and amortization                      14,820       17,246      19,216
                                               ------       ------      ------

                                           $   19,897   $   20,662   $  19,430
                                           =   ======   =   ======   =  ======


<PAGE>



4.      Property, Plant and Equipment:  (Cont'd)

     Depreciation  expense for the years ended September 30, 1995, 1996 and 1997
amounted to $2,264, $2,315 and $2,518,  respectively.  Depreciation for the nine
months ended June 30, 1997 and 1998 amounted to $1,961 and $1,976, respectively.

5.     Long-Term Debt:

       Long-term debt consists of the following:
                                                  September 30,         June 30,
                                              --------------------      --------
                                                1996         1997         1998
                                                ----         ----         ----

       Revolving credit line                 $  4,222     $  5,146    $  3,633
       Term loan - Ruco NY                      3,961        3,447       3,024
       Term loan - Ruco Georgia                 4,085        3,870       3,709
       Equipment loan - Ruco Georgia            6,034        5,069       6,824
                                                -----        -----       -----
                                               18,302       17,532      17,190
       Less current portion                     1,746        1,807       1,807
                                                -----        -----       -----

       Long-term debt                        $ 16,556     $ 15,725    $ 15,383
                                             = ======     = ======    = ======

     Pursuant to Ruco NY's credit facility,  as amended,  the Company may borrow
up to $8,000  under a revolving  credit  facility  and $3,961 under a seven year
term loan. The revolving line of credit bears interest at the bank's prime rate,
payable  monthly  and  matures on  October 1, 1999.  The term loan is payable in
quarterly  installments  of $141  through  July  2003,  at which time the entire
unpaid  balance is due.  Interest is payable at the bank's prime rate plus 1/4%,
payable monthly, through July 1, 2003.

     Ruco Georgia  entered into a loan and security  agreement  with three banks
which, as amended,  provides borrowings up to $8,534 under an equipment loan and
$4,085 under a term loan facility. The equipment loan bears interest at the lead
bank's prime rate plus 1/4% and is payable in quarterly  principal  installments
of $241 through  March 31, 1998,  at which time the payment will be $262 through
January 1, 2005. The term loan bears interest at the lead bank's prime rate plus
3/4%,  payable  monthly.  Principal is payable in quarterly  installments of $54
through July 1, 2000, at which time the entire unpaid balance is due.

     The prime rate at September 30, 1997 and June 30, 1998 was 8.5%.

     Borrowings   under  the  above   financing   agreements   are   secured  by
substantially  all assets of the Company and require,  among other  things,  the
maintenance of a stated current ratio,  minimum tangible net worth, minimum cash
flows,  minimum  aggregate  net  earnings  and stated debt to equity  ratio on a
combined basis.

       Current maturities are as follows:

           Year Ending
          September 30,
          -------------

                1998                      $    1,807
                1999                           1,828
                2000                           6,973
                2001                           1,828
                2002                           1,683
                Thereafter                     3,413
                                               -----

                                          $   17,532
                                          ==========


<PAGE>



6.     Commitments and Contingencies:

       a. Environmental costs

     The Company is subject to a variety of environmental  and pollution control
regulations  in  the  jurisdictions  in  which  it  operates.   These  laws  and
regulations  require the Company to make  expenditures for capital  improvements
and  operating  environmental  protection  equipment.  Future  developments  and
changes in environmental  regulations may require the Company to make additional
environmental expenditures.

     The  Company's  New  York  facility  is  located  on a  superfund  site  as
designated  by  the  Comprehensive  Environmental  Response,  Compensation,  and
Liability Act of 1980.  The Company has received full  indemnification  from its
prior  owners  and any  costs  incurred  to date  have been  funded  under  this
indemnification  agreement.  In the opinion of  management,  future costs to the
Company will be minimal and not material to the Company's  financial position or
results of operation.

       b. Litigation

     The Company is subject to several  lawsuits and claims with respect to such
matters as personal injury,  product  liability and other actions arising out of
the normal course of business. The Company intends to defend its position on all
actions. In the opinion of management,  the ultimate  liabilities,  if any, from
these lawsuits and claims will not materially  affect the financial  position of
the Company.  Nevertheless,  due to the  uncertainty of the settlement  process,
management's view of the outcome may be modified in the future.

       c. Incentive awards

     The Company has  established an incentive  award to certain key individuals
effective  in the  event  the  Company  is sold or  effects  an  initial  public
offering. In the event of a qualifying transaction, the individuals will receive
an amount equal to 5.75% of the net proceeds received in excess of $30,000.  The
expense of this award will be  recognized  immediately  preceding the closing of
the transaction.

       d. Employment agreements

     The Company has employment and consulting  agreements with certain officers
and/or stockholders which provided for aggregate minimum payments as follows:

           Year Ending
          September 30,
          -------------

                1998                       $   432
                1999                           682
                2000                           421
                2001                            69
                                                --

                                            $1,604
                                            ======

       e. Operating leases

     The Company leases warehouse equipment,  trailers,  autos, office equipment
and computer  equipment under operating  lease  agreements  which expire through
September 30, 1999.  Lease expense amounted to $238, $206 and $114 for the years
ended September 30, 1995 through 1997,  respectively.  Lease expense amounted to
$86 and $80 for the nine months ended June 30, 1997 and 1998, respectively.


<PAGE>



6.     Commitments and Contingencies:  (Cont'd)

       e. Operating leases  (Cont'd)

          Minimum rental commitments for the terms of the leases are as follows:

           Year Ending
          September 30,
          -------------

                1998                        $   88
                1999                            55
                2000                            34
                2001                             9
                2002                             5
                                             -----

                                              $191
                                              ====

7.     Income Taxes:

     The  provision  for state income taxes has been fully  reduced by available
investment tax credits.  The Company was subject to the alternative  minimum tax
for the years ended September 30, 1997 and 1996.

8.     Benefit Plans:

       a. Retirement benefits

     The  Company  maintains  a 401(a)  profit  sharing  plan for all  non-union
employees.  Contributions  are  discretionary  as  determined  by the  Board  of
Directors.  All full time  non-union  employees are eligible to 100% of the Plan
benefits  provided  that they have  completed one full year of employment at the
Plan's  year end.  Contributions  of $255,  $323 and $366 were made for the Plan
years ended 1995 through 1997, respectively.

     Ruco NY continues its  non-contributory  defined benefit Employees' Pension
Plan for union  personnel.  The  benefits  are based on years of service and the
employee's compensation during the last five years of employment.  Contributions
to the Plan reflect benefits  attributed to employees' services to date, as well
as services  expected to be earned in the  future.  Plan assets are  invested in
fixed rate group insurance contracts.

     With respect to the non-contributory defined benefit union employee pension
plan, pension expense includes the following components: September 30, 1995 1996
1997

     Service cost                                   $  113    $  101    $  106
     Interest cost on projected benefit obligation      79        84        97
     Expected return on assets held in Plan            (99)     (104)     (133)
     Amortization of prior service cost,
        transition liability and net gain               11        15         5
                                                       ---       ---       ---

     Net periodic pension cost                      $  104    $   96    $   75
                                                    =  ====   =   ===   =   ==


<PAGE>



8.     Benefit Plans:  (Cont'd)

       a. Retirement benefits  (Cont'd)

     The following sets forth the funded status of the non-contributory  defined
benefit union  employee  pension plan and the amounts shown in the  accompanying
balance sheet:

                                                          September 30,
                                                          -------------
                                                     1995     1996     1997
                                                     ----     ----     ----
          Actuarial present value of benefit
          obligation:
             Vested benefit obligation            $  970    $1,186    $1,357
             Non-vested benefit obligation            61        69        49
                                                      --       ---        --
             Accumulated benefit obligation        1,031     1,255     1,406
             Effect of future salary increases       292       127       183
                                                     ---      ----       ---
             Projected benefit obligation          1,323     1,382     1,589
             Plan assets at fair value             1,201     1,257     1,608
                                                   -----     -----     -----
             Plan assets in excess (less than)
               benefit obligation                    122      (125)       19
             Unrecognized net loss                   248       255       152
             Unrecognized transition amount           41        37        34
                                                      --       ---        --

             Prepaid pension costs                $  167    $  167    $  205
                                                  =  ===    =  ===    =  ===

     The discount rate used to measure the projected  benefit  obligation is 7%,
the rate of  increase  in future  compensation  levels is 4%,  and the  expected
long-term  rate of return on assets is 9%. The  Company  uses the  straight-line
method of amortization for prior service cost and unrecognized gains and losses.

       b. Post-employment benefits

     In addition to providing  pension  benefits,  the Company  provides certain
health care benefits to union  retirees  which are funded as costs are incurred.
These  benefits  are  provided  through  the  union's  welfare  fund.   Retirees
contribute a percentage of the benefit costs in accordance  with the  collective
bargaining  agreement.  This expense  amounted to $22, $19 and $17 for the years
ended September 30, 1995, 1996 and 1997, respectively.  The expense for the nine
months ended June 30, 1997 and 1998 amounted to $13 and $10, respectively.

9.     Pro Forma Information (Unaudited):

       a. Pro forma tax expense

     Pursuant to an  acquisition  of Ruco Polymer  Corporation's  stock and Ruco
Polymer of Georgia  L.L.C.'s  members  interest,  these  entities  would  become
taxable  corporations  for federal tax purposes.  The objective of the pro forma
financial  information is to show what the significant effects on the historical
financial information might have been had the entity been subject to federal tax
as of October 1, 1994 and during the three  years ended  September  30, 1997 and
nine months ended June 30, 1997 and 1998.


<PAGE>



9.     Pro Forma Information (Unaudited):  (Cont'd)

       b. Pro forma earnings per share

     Earnings  per share were  computed  by dividing  earnings  by the  weighted
average number of shares (units) of common stock outstanding  during each period
presented. The weighted average number of shares was computed as follows:
<TABLE>
<CAPTION>

                                                                Years Ended                  Nine Months Ended
                                                               September 30,                     June 30,
                                                     ---------------------------------     -----------------------
                                                       1995         1996         1997         1997         1998
                                                       ----         ----         ----         ----         ----
                                                                                          (Unaudited)  (Unaudited)
<S>                                                  <C>          <C>          <C>          <C>          <C>      
          Ruco Polymer Corporation
             Weighted shares outstanding             428,640      428,640      428,640      428,640      428,640
          Ruco Polymer of Georgia LLC
             Weighted units outstanding              100,000      100,000      100,000      100,000      100,000
                                                     -------      -------      -------      -------      -------

          Pro forma weighted shares
             outstanding                             528,640      528,640      528,640      528,640      528,640
                                                     =======      =======      =======      =======      =======


</TABLE>







































<PAGE>



                 UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL DATA

     The following  unaudited pro forma  financial data of the Company (the "Pro
Forma  Financial  Data")  have  been  derived  by the  application  of pro forma
adjustments to the historical Consolidated Financial Statements of Sybron, which
have been previously filed and which are incorporated  herein by reference,  and
of Ruco  included  elsewhere in this  report.  Pro Forma  Financial  Data of the
Company are adjusted to give effect to the  acquisition of Ruco, the refinancing
of certain  indebtedness  of Sybron,  the Senior Secured Credit Facility and the
Company's July 29, 1997  acquisition of IVAX  Industries,  Inc., IVAX Industries
Canada,  Inc.  and IVAX  Industries  U.K.  Ltd.  (collectively,  the "Pro  Forma
Transactions").  The  following  unaudited pro forma  consolidated  statement of
operations  data for the year ended  December  31, 1997 and the six months ended
June 30,  1998 give effect to the Pro Forma  Transactions  as if such events had
occurred at the beginning of each period presented.  The following unaudited pro
forma  consolidated  balance  sheet data at June 30, 1998 give effect to the Pro
Forma  Transactions  as if such events had occurred as of June 30, 1998. The Pro
Forma  Financial Data reflect  adjustments  based on  preliminary  estimates and
certain   assumptions   that   management   believes  are   reasonable   in  the
circumstances.  The Pro Forma  Financial Data do not purport to be indicative of
the Company's  financial  position or results of operations  that would actually
have been obtained had the Pro Forma Transactions been completed as of the dates
assumed, or to project the Company's financial position or results of operations
at any future date.  The Pro Forma  Financial Data should be read in conjunction
with the historical financial statements and notes thereto of the Company, which
have been previously filed and which are incorporated  herein by reference,  and
of Ruco included elsewhere in this report.




































<PAGE>




                        UNAUDITED PRO FORMA BALANCE SHEET

                               As of June 30, 1998
<TABLE>
<CAPTION>

                                            Actual
                                     ------------------
                                      Sybron      Ruco    Adjustments     Pro Forma
                                                 (dollars in thousands)
                   Assets
<S>                                  <C>        <C>       <C>             <C>      
Current assets
  Cash and cash equivalents          $  6,597   $   155   $  7,215 (1)    $ 13,967
  Accounts receivable, net             41,084     9,659         --          50,743
  Inventories, net                     27,360     8,366        500 (2)      36,226
  Prepaid and other current assets      2,973       670         --           3,643
  Deferred income taxes                   108        --         --             108
                                     --------   -------   ---------       --------
       Total current assets            78,122    18,850      7,715         104,687
  Property, plant and equipment, net   36,848    19,430      7,916 (3)      64,194
  Intangible assets, net               23,497        --     73,146 (4)      96,643
  Other assets                            845        58         --             903
                                     --------   -------   --------        --------
       Total assets                  $139,312   $38,338    $88,777        $266,427
                                     ========   =======    =======        ========

     Liabilities and Stockholders' Equity
Current liabilities
  Notes payable                      $  2,181   $    --    $    --        $  2,181
  Current portion of long-term debt     2,429     1,807     (4,236)(5)          --
  Accounts payable                     18,727     5,884         --          24,611
  Accrued liabilities                  14,209     2,280       (764)(6)      15,725
  Income taxes payable                  2,261        --         --           2,261
  Deferred income taxes                    14        --         --              14
                                     --------   -------    -------        --------
       Total current liabilities       39,821     9,971     (5,000)         44,792
                                     --------   -------    -------        --------

Long-term debt                         22,856    15,383    (38,239)(5)          --
Senior Secured Credit Facility             --        --    145,000 (7)     145,000
Deferred income taxes                   2,401        --         --           2,401
Postretirement benefits                 3,879        --         --           3,879
Other liabilities                       2,169        --         --           2,169
                                     --------   -------   --------        --------
       Total liabilities               71,126    25,354    101,761         198,241

Commitments and contingencies
Stockholders' equity
  Preferred stock, $.01 par value          --        --         --              --
  Common stock - $.01 par value            59         4         (4)(8)          59
  Additional paid-in capital           23,905        86        (86)(8)      23,905
  Retained earnings                    58,264     7,697     (7,697)(8)      58,264
  Accumulated other comprehensive
    losses                             (9,525)       --         --          (9,525)
  Treasury stock                       (4,517)       --         --          (4,517)
  Members' equity                          --     5,197     (5,197)(8)          --
                                     --------   -------   --------        --------
       Total stockholders' equity      68,186    12,984    (12,984)         68,186
                                     --------   -------   --------        --------
       Total liabilities and
         stockholders' equity        $139,312   $38,338   $ 88,777        $266,427
                                     ========   =======   ========        ========


</TABLE>







                          (see notes on following page)


<PAGE>



                   NOTES TO UNAUDITED PRO FORMA BALANCE SHEET

                               As of June 30, 1998
                             (dollars in thousands)



(1)    Cash added to working capital after receipt of the proceeds of borrowings
       under the bank financing, net of payment of the purchase price,
       refinancing of certain Sybron indebtedness and related acquisition costs.

(2)    Reflects the step-up of Ruco inventory purchased to fair value in
       accordance with the purchase method of accounting.

(3)    Reflects the step-up of Ruco acquired property, plant and equipment to
       fair value.

(4)    Reflects the following purchased Ruco identifiable intangible assets and
       the excess costs over the fair value of the net assets acquired:

          Excess cost over the fair value of net assets acquired      $67,946
          Non-compete agreement                                         1,200
          Customer lists                                                1,500
          Fees for acquisition services                                 2,500
                                                                      -------
          Total                                                       $73,146
                                                                      =======

(5)    Represents the repayment of certain existing debt obligations.

(6)    Represents the payment of Ruco accrued dividends prior to the closing of
       the Ruco Acquisition.

(7)    Debt incurred under the bank financing in connection with the Ruco
       Acquisition and repayment of certain Sybron indebtedness.

(8)    Elimination of Ruco's historical equity capitalization in accordance with
       the purchase method of accounting.


























<PAGE>



                  UNAUDITED PRO FORMA COMBINED INCOME STATEMENT

                          Year Ended December 31, 1997
<TABLE>
<CAPTION>

                                                                                         Adjustments
                                                                       -----------------------------------------------
                                                     Actual                IVAX            Ruco
                                          ------------------------
                                          Sybron(6)       Ruco(14)     Acquisition(1)   Acquisition(2)       Pro Forma
                                          ---------       --------     --------------   --------------       ---------
                                                                        (dollars in thousands)
<S>     <C>    <C>    <C>    <C>    <C>    <C>
 Net sales:
  Environmental Products and Services     $ 55,362       $              $               $    --              $ 55,362
  Textile Chemical Specialties             133,452             --        11,010              --               144,462
  Intermediate Polymers                         --         80,789           --               --                80,789
                                          --------       --------       -------         -------              --------
Net Sales                                  188,814         80,789        11,010              --               280,613
                                          --------       --------       -------         -------              --------

Cost of sales                              115,180         66,347         7,886             1,225  (7)        190,638
Selling                                     35,148          1,561         2,529               774  (8)         40,012
General and administrative                  11,340          4,106            --            (2,286) (9)         13,160
Research and development                     3,710             --           490               112  (8)          4,312
                                           -------       --------         ------           ------            --------
Operating income                            23,436          8,775           105               175              32,491
                                           -------        -------         ------           ------            --------

Other income (expense):
  Interest income                              497              5           --               --                   502
  Interest expense                          (1,968)        (1,382)         (510)(3)       (7,859)(10)        (11,719)
  Amortization of intangible assets         (1,585)            --          (338)(4)       (2,239)(11)         (4,162)
  Terminated merger costs                   (1,270)            --            --              --               (1,270)
  Other, net                                (1,048)            19           124              --                  (905)
                                            -------      ---------       -------        --------             --------
                                            (5,374)        (1,358)         (724)         (10,098)             (17,554)
                                            -------      ---------       -------        --------              --------

Income before income taxes and
  extraordinary item                        18,062          7,417          (619)          (9,923)              14,937

Provision for income taxes                   7,422            117          (109)(5)         (777)(12)           6,653
                                           -------       --------        -------        --------               ------

Income before extraordinary item(13)      $ 10,640        $ 7,300       $  (510)         $(9,146)             $ 8,284
                                          ========       ========       ========        ========              =======


</TABLE>

















                          (see notes on following page)






<PAGE>



             NOTES TO UNAUDITED PRO FORMA COMBINED INCOME STATEMENT
                          Year Ended December 31, 1997
                             (dollars in thousands)

(1)    Reflects the pro forma results of the IVAX Acquisition for the period
       from January 1, 1997 to July 28, 1997, which is the period before the
       acquisition of such business by Sybron.

(2)    Reflects the effect of the Ruco Acquisition purchase accounting and the
       indebtedness incurred to finance the acquisition and certain of Sybron's
       indebtedness, as if the acquisition and financing had been completed on
       January 1, 1997.

(3)    Reflects incremental interest expense of $510 as a result of borrowings
       made to complete the IVAX Acquisition as if the debt had been outstanding
       for the entire period. A 1/4% change in the interest rate would change
       this adjustment by $35.

(4)    Reflects the amortization of intangibles purchased in connection with the
       IVAX Acquisition, including patents (estimated life of 10 years),
       customer lists (estimated life of 10 years) and goodwill (estimated life
       of 30 years).

(5)    Reflects the provision for income taxes on the IVAX Acquisition including
       the effect of pro forma adjustments at a 34% statutory rate.

(6)    Includes the operating results of the IVAX Acquisition from July 29,
       1997, the date of acquisition.

(7)    Reflects the following:

       (a)  Expensing of step-up fair market value of inventory acquired
            in the Ruco Acquisition..................................... $  500
       (b)  Additional depreciation expense with respect to the
            properties, plant and equipment purchased in connection with
            the Ruco Acquisition using the straight-line method over
            seven years................................................. $  725
                                                                         ------
                 Total.................................................. $1,225

(8)    Reflects reclassification of certain general and administrative costs
       related to technical support to selling and to research and development
       expenses.

(9)    Reflects elimination of $1,400 of expenses related to salaries of prior
       owners of the Ruco business.  Also reflects the reclassification
       described in (8) above.

(10)   Reflects incremental interest expense of $7,859 related to the senior
       secured credit facility with an assumed interest rate of 8% as if the
       debt had been outstanding for the entire period. Each 1/4% change in the
       interest rate would change this adjustment by $353.

(11)   Reflects the amortization of intangible assets purchased in connection
       with the Ruco Acquisition, including a noncompete agreement (estimated
       life of 5 years), customer lists (estimated life of 10 years) and
       goodwill (estimated life of 40 years).

(12)   Reflects the provision for income taxes on the Ruco pro forma adjustments
       described in (7) - (11) above. In addition, because Ruco NY is a
       subchapter S corporation and Ruco GA is a limited liability company that
       is taxed as a partnership, the historical results of Ruco for the year
       ended September 30, 1997 were attributed directly to Ruco's shareholders
       for federal income tax purposes and the pro forma adjustments include a
       provision for federal income taxes for that period.

(13)   In connection with the senior secured credit facility, certain debt was
       retired at July 31, 1998 resulting in an extraordinary loss of $313, net
       of taxes, which will be recognized in the third quarter of 1998.

(14)   Represents the historical consolidated financial statements of Ruco for
       the year ended September 30, 1997.





<PAGE>




                      UNAUDITED PRO FORMA INCOME STATEMENT

                         Six Months Ended June 30, 1998

<TABLE>
<CAPTION>

                                                           Adjustments
                                              Actual        for Ruco
                                       -----------------
                                        Sybron     Ruco    Acquisition(1)   Pro Forma
                                        ------     ----    --------------   ---------
                                                                            (dollars in thousands)

<S>                                    <C>       <C>          <C>          <C>       
Net sales:
  Environmental Products and Services  $25,173    $    --     $   --       $ 25,173
  Textile Chemical Specialties          72,382         --         --         72,382
  Intermediate Polymers                     --     41,669         --         41,669
                                       -------    -------      -----       --------
Net sales                               97,555     41,669         --        139,224
                                       -------    -------      -----       --------

Cost of sales                           58,754     33,214        863 (2)     92,831

Selling                                 18,481        773        411 (3)     19,665
General and administrative               5,626      2,053     (1,170)(4)      6,509
Research and development                 1,986         --         59 (3)      2,045
                                       -------    -------     ------        -------

Other income (loss)                     12,708      5,629       (163)        18,174
                                       -------    -------     ------        -------

Other income (expense):
  Interest income                          111          3         --            114
  Interest expense                        (838)      (693)    (4,329)(5)     (5,860)
  Amortization of intangible assets     (1,035)        --     (1,120)(6)     (2,155)
  Other, net                              (278)         6         --           (272)
                                       -------    -------     ------        -------
                                        (2,040)      (684)    (5,449)        (8,173)

Income before income taxes and
  extraordinary item                    10,668      4,945     (5,612)        10,001
Provision for income taxes               4,393        128       (132)(7)      4,389
                                       -------      -----     ------         ------

Income before extraordinary item (8)   $ 6,275    $ 4,817    $(5,480)       $ 5,612
                                       =======    =======    ========       =======


</TABLE>

















                          (see notes on following page)




<PAGE>


             NOTES TO UNAUDITED PRO FORMA COMBINED INCOME STATEMENT
                         Six Months Ended June 30, 1998
                             (dollars in thousands)


(1)    Reflects the effect of the Ruco Acquisition purchase accounting, and
       indebtedness incurred to finance the acquisition and certain of Sybron's
       indebtedness, as if the acquisition and financing had been completed on
       January 1, 1998.

(2)    Reflects the following:

       (a)  Expensing of step-up to fair value of inventory acquired in
            the Ruco Acquisition........................................  $500

       (b)  Additional depreciation expense with respect to the
            properties, plant and equipment purchased in connection with
            the Ruco Acquisition using the straight-line method over
            seven years.................................................   363
             Total......................................................  $863

(3)    Reflects reclassification of certain general and administrative costs
       related to technical support to selling and to research and development
       expenses.

(4)    Reflects elimination of $700 of expenses related to salaries of prior
       owners of the Ruco business. Also reflects the reclassification described
       in (3) above.

(5)    Reflects incremental interest expense of $4,329 related to the senior
       secured credit facility with an assumed interest rate of 8% as if the
       debt had been outstanding for the entire period. Each 1/4% change in the
       interest rate would change this adjustment by $181.

(6)    Reflects the amortization of intangibles purchased in connection with the
       Ruco Acquisition, including a noncompete agreement (estimated life of 5
       years), customer lists (estimated life of 10 years) and goodwill
       (estimated life of 40 years).

(7)    Reflects the provision for income taxes on the Ruco pro forma adjustments
       described in (2) - (6) above. In addition, because Ruco NY is a
       subchapter S corporation and Ruco GA is a limited liability company that
       is taxed as a partnership, the historical results of Ruco for the six
       months ended June 30, 1998 were attributed directly to Ruco's
       shareholders for federal income tax purposes, the pro forma adjustments
       include a provision for federal income taxes for that period.

(8)    In connection with the senior secured credit facility, certain debt was
       retired at July 31, 1998 resulting in an extraordinary loss of $313, net
       of taxes which will be recognized in the 1998 third quarter results.






<PAGE>
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===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           --------------------------

                                    FORM 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                                October 13, 1998
                Date of Report (Date of earliest event reported)

                              SYBRON CHEMICALS INC.
               (Exact name of Registrant Specified in its Charter)

      Delaware                            0-19983              51-0301280
 (State or other Jurisdiction       (Commission File No.)    (I.R.S. Employer
       of Incorporation)                                 Identification Number)

               Birmingham Road, P.O. Box 66, Birmingham, NJ 08011
               (Address of principal executive offices) (Zip Code)

                                 (609) 893-1100
              (Registrant's telephone number, including area code)

===============================================================================
Item 2.  Acquisition or Disposition of Assets

     The information  provided in this Current Report on Form 8-K is intended to
supplement the information  previously  provided in the Company's Report on Form
10-Q filed with the Securities and Exchange Commission on August 17, 1998.

         Acquisition

     On July 31, 1998, the Company acquired all of the outstanding capital stock
of Ruco Polymer  Corporation ("Ruco NY"), and all of the outstanding  membership
interests of Ruco Polymer Company of Georgia,  LLC ("Ruco GA," and together with
Ruco NY, "Ruco") pursuant to the Capital Stock and Membership  Interest Purchase
Agreement,  dated  July 30,  1998,  effective  July 31,  1998,  by and among the
Company,  Louis T. Camilleri,  Anthony F. Forgione,  Joseph Mitola and Joseph A.
Ruffing,  a copy of which  has  been  filed  previously  by the  Company  and is
incorporated  herein by  reference.  Messrs.  Camilleri,  Forgione,  Mitola  and
Ruffing  hereinafter  are referred to as the "Sellers."  Ruco is a leading North
American  polymer   intermediates   company  that  produces  polyester  polyols,
polyester  powder coating resins,  polyurethane  latexes and specialty  polymers
which are intermediate  chemical products used in the formulation and production
of coatings and plastics.  The  aggregate  purchase  price for the  acquisition,
determined  through  arms-length  negotiations  between  the  parties,  was $110
million,  including the repayment of bank debt owed by Ruco.  The purchase price
is subject to certain post-closing  adjustments.  The acquisition was pursued as
part of the Company's strategic  initiative to develop a "third leg" business to
complement its existing Textile Chemical Specialties and Environmental  Products
and Services segments.  The Company intends to continue the business of Ruco and
the use of Ruco's  facilities,  equipment and physical property obtained through
the acquisition.

     In connection  with the  acquisition of Ruco,  each of the Sellers  entered
into five-year non-compete agreements with the Company. In addition, the Company
entered into an agreement  with Anthony F.  Forgione,  the  President  and Chief
Executive  Officer  of Ruco  prior to the  acquisition,  pursuant  to which  Mr.
Forgione will serve as President of Ruco. The employment agreement anticipates a
minimum  term of two years and will  continue  in full  force and  effect  until
terminated by either party.

         Financing

     On July 31, 1998, the Company  obtained from  Donaldson,  Lufkin & Jenrette
Securities  Corporation,  Morgan Guaranty Trust Company of New York Incorporated
and Mellon  Bank,  N.A. a $185  million  senior  secured  credit  facility.  The
facility  consists of a $145 million term  facility and a $40 million  revolving
facility.  Proceeds of the term  facility  were used to refinance  the Company's
outstanding  indebtedness,  to pay the cash consideration for the acquisition of
Ruco and to pay certain related fees and expenses.  The revolving  facility will
be available to fund the working capital requirements of the Company.
The following financial statements related to the Company and to certain of
the transactions described above are included herein:

     (a) Financial  statements of Ruco Polymer  Corporation  and affiliate as of
September  30, 1996 and 1997 and for the three years ended  September  30, 1997,
and as of June 30, 1998  (unaudited)  and for the nine month  periods ended June
30, 1997 and 1998 (unaudited).

     (b) Unaudited pro forma combined financial  statements of the Company as of
June 30,  1998 and for the year ended  December  31, 1997 and for the six months
ended June 30, 1998.

Item 7.  Financial Statements, Pro Forma Financial Information

          (a) Financial  Statements of Ruco Polymer  Corporation  and Affiliate,
the Business Acquired:

                  Combined Balance Sheets as of September 30, 1996, 1997 and
                  June 30, 1998 (unaudited).

                  Combined Statements of Earnings for the years ended September
                  30, 1995, 1996 and 1997 and for the nine months ended June 30,
                  1997 and 1998 (unaudited).

                  Combined Statement of Ownership for the period October 1, 1995
                  to June 30, 1998.

                  Combined Statements of Cash Flows for the years ended
                  September 30, 1995, 1996 and 1997 and for the nine months
                  ended June 30, 1997 and 1998 (unaudited).

                  Notes to Combined Financial Statements.

                  Report of Independent Public Accountants.

          (b)     Pro Forma Financial Information:

                  Unaudited Pro Forma Combined Income Statement for the year
                  ended December 31, 1997 and related notes.

                  Unaudited Pro Forma Combined Income Statement for the six
                  months ended June 30, 1998 and related notes.

                  Unaudited Pro Forma Balance Sheet as of June 30, 1998 and
                  related notes.

                                       -2-
(c)     Exhibits

Exhibit  Description

2.1      Capital Stock and Membership Interest Purchase Agreement, effective as
         of July 31, 1998, by and among Sybron Chemicals Inc., Louis T.
         Camilleri, Anthony F. Forgione, Joseph Mitola, and Joseph A. Ruffing,
         with exhibits:

          A.       Non-Competition Agreement, effective as of July 31, 1998, by
                   and among Sybron Chemicals Inc., Ruco NY, Ruco GA and Anthony
                   Forgione (substantially similar agreements with Messrs.
                   Mitola, Camilleri and Mitola not included).

          B.       Employment Agreement by and among Ruco Polymer Corp., Ruco
                   Polymer Company of Georgia, LLC, Sybron Chemicals Inc. and
                   Anthony F. Forgione, dated as of July 31, 1998, with exhibits
                   (attached as Exhibit 10.1).

          C.       Form Opinion of Jacobson, Mermelstein & Squire, dated as of
                   July 31, 1998.

          D.       Amendment to Employment Agreement of Michael J. McCann and
                   Waiver of Certain Rights Thereunder, dated as of July 31,
                   1998.

10.1      Employment Agreement by and among Ruco Polymer Corp., Ruco Polymer
          Company of Georgia LLC, Sybron Chemicals Inc. and Anthony F. Forgione,
          dated as of July 31, 1998, with material exhibits:

          C.       Bonus Incentive Plan for Mr. Forgione.

10.2      Credit Agreement, dated as of July 31, 1998, by and among Sybron
          Chemicals Inc., DLJ Capital Funding, Inc., Morgan Guaranty Trust
          Company of New York and Mellon Bank, N.A.

10.3      Promissory Notes, dated as of July 31, 1998, by Sybron Chemicals Inc.
          in favor of DLJ Capital Funding, Inc., Morgan Guaranty Trust Company
          of New York and Mellon Bank, N.A.

10.4      Security Agreement, dated as of July 31, 1998, among Sybron Chemicals
          Inc. and Mellon Bank, N.A.

10.5      Trademark Security Agreement, dated as of July 31, 1998, among Sybron
          Chemicals Inc., the Subsidiary Guarantors to the Credit Agreement, and
          Mellon Bank, N.A. re: Sybron Chemicals Inc.'s trademarks and licenses.

                                       -3-
10.6      Trademark Security Agreement, dated as of July 31, 1998, among Sybron
          Chemicals Inc., the Subsidiary Guarantors to the Credit Agreement, and
          Mellon Bank, N.A. re: Ruco NY's trademarks and licenses.

10.7      Trademark Security Agreement, dated as of July 31, 1998, among Sybron
          Chemicals Inc., the Subsidiary Guarantors to the Credit Agreement, and
          Mellon Bank, N.A. re: Ruco GA's trademarks and licenses.

10.8      Patent Security Agreement, dated as of July 31, 1998, among Sybron
          Chemicals Inc., the Subsidiary Guarantors to the Credit Agreement, and
          Mellon Bank, N.A. re: Sybron Chemicals Inc.'s patents and licenses.

10.9      Patent Security Agreement, dated as of July 31, 1998, among Sybron
          Chemicals Inc., the Subsidiary Guarantors to the Credit Agreement, and
          Mellon Bank, N.A. re: Ruco NY's patents and licenses.

10.10     Patent Security Agreement, dated as of July 31, 1998, among Sybron
          Chemicals Inc., the Subsidiary Guarantors to the Credit Agreement, and
          Mellon Bank, N.A. re: Ruco GA's patents and licenses.

10.11     Subsidiary Guaranty Agreement, dated as of July 31, 1998, by and among
          Sybron Chemical Holdings Inc., Ruco NY, Ruco GA and DLJ Capital
          Funding, Inc., Morgan Guaranty Trust Co. of New York and Mellon Bank,
          N.A.

10.12     Subordination Agreement, dated as of July 31, 1998 by Sybron Chemie
          Nederland B.V.

10.13     Subordination Agreement, dated as of July 31, 1998 by Sybron Chemical
          Industries Nederland B.V.

20.1      Press Release dated July 31, 1998
          Re: The Company's Purchase of Ruco.

23.1      Consent of Independent Public Accountants of the Company.

23.2      Consent of Independent Public Accountants of Ruco.

99        Financial statements of the Company, filed with the Company's Annual
          Report on Form 10-K for the year ended December 31, 1997.

                                       -4-
EXHIBIT INDEX

Exhibit                                                        Method of Filing

2.1       Capital Stock and Membership Interest Purchase              (1)
          Agreement, effective as of July 31, 1998, by
          and among Sybron Chemicals Inc., Louis T.
          Camilleri, Anthony F. Forgione, Joseph
          Mitola, and Joseph A. Ruffing, with exhibits:

                  A.       Non-Competition Agreement, effective
                           as of July 31, 1998, by and among
                           Sybron Chemicals Inc., Ruco NY,
                           Ruco GA and Anthony Forgione
                           (substantially similar agreements with
                           Messrs. Mitola, Camilleri and Mitola
                           not included).

                  B.       Employment Agreement by and among
                           Ruco Polymer Corp., Ruco Polymer
                           Company of Georgia, LLC, Sybron
                           Chemicals Inc. and Anthony F. Forgione,
                           dated as of July 31, 1998, with exhibits
                           (attached as Exhibit 10.1).

                  C.       Form Opinion of Jacobson, Mermelstein
                           & Squire, dated as of July 31, 1998.

                  D.       Amendment to Employment Agreement
                           of Michael J. McCann and Waiver of
                           Certain Rights Thereunder, dated as
                           of July 31, 1998.

10.1      Employment Agreement by and among Ruco                      (1)
          Polymer Corp., Ruco Polymer Company of
          Georgia LLC, Sybron Chemicals Inc. and
          Anthony F. Forgione, dated as of July 31,
          1998, with material exhibits:

                  C.       Bonus Incentive Plan for Mr. Forgione.

                                       -5-
Exhibit                                                         Method of Filing

10.2      Credit Agreement, dated as of July 31, 1998, by             (1)
          and among Sybron Chemicals Inc., DLJ
          Capital Funding, Inc., Morgan Guaranty Trust
          Company of New York and Mellon Bank, N.A.

10.3      Promissory Notes, dated as of July 31, 1998, by             (1)
          Sybron Chemicals Inc. in favor of DLJ Capital
          Funding, Inc., Morgan Guaranty Trust Company
          of New York and Mellon Bank, N.A.

10.4      Security Agreement, dated as of July 31, 1998,              (1)
          among Sybron Chemicals Inc. and Mellon
          Bank, N.A.

10.5      Trademark Security Agreement, dated as of                   (1)
          July 31, 1998, among Sybron Chemicals Inc., the
          Subsidiary Guarantors to the Credit Agreement,
          and Mellon Bank, N.A. re: Sybron Chemicals
          Inc.'s trademarks and licenses.

10.6      Trademark Security Agreement, dated as of                   (1)
          July 31, 1998, among Sybron Chemicals Inc.,
          the Subsidiary Guarantors to the Credit
          Agreement, and Mellon Bank, N.A.
          re: Ruco NY's trademarks and licenses.

10.7      Trademark Security Agreement, dated as of                   (1)
          July 31, 1998, among Sybron Chemicals Inc.,
          the Subsidiary Guarantors to the Credit
          Agreement, and Mellon Bank, N.A.
          re: Ruco GA's trademarks and licenses.

10.8      Patent Security Agreement, dated as of                      (1)
          July 31, 1998, among Sybron Chemicals Inc.,
          the Subsidiary Guarantors to the Credit
          Agreement, and Mellon Bank, N.A. re: Sybron
          Chemicals Inc.'s patents and licenses.

10.9      Patent Security Agreement, dated as of                      (1)
          July 31, 1998, among Sybron Chemicals Inc.,
          the Subsidiary Guarantors to the Credit
          Agreement, and Mellon Bank, N.A.
          re: Ruco NY's patents and licenses.
                                       -6-
Exhibit                                                         Method of Filing

10.10     Patent Security Agreement, dated as of                      (1)
          July 31, 1998, among Sybron Chemicals Inc.,
          the Subsidiary Guarantors to the Credit
          Agreement, and Mellon Bank, N.A.
          re: Ruco GA's patents and licenses.

10.11     Subsidiary Guaranty Agreement, dated as of                  (1)
          July 31, 1998, by and among Sybron Chemical
          Holdings Inc., Ruco NY, Ruco GA and DLJ
          Capital Funding, Inc., Morgan Guaranty Trust
          Co. of New York and Mellon Bank, N.A.

10.12     Subordination Agreement, dated as of                        (1)
          July 31, 1998 by Sybron Chemie Nederland B.V.

10.13     Subordination Agreement, dated as of July 31,               (1)
          1998 by Sybron Chemical Industries Nederland B.V.

20.1      Press Release dated July 31, 1998                           (1)
          Re: The Company's Purchase of Ruco.

23.1      Consent of Independent Public Accountants                    *
          of the Company

23.2      Consent of Independent Public Accountants                    *
          of Ruco

99        Financial statements of the Company, filed with             (2)
          the Company's Annual Report on Form 10-K for the
          year ended December 31, 1997

*         Filed electronically herewith.

(1)       Previously filed as an Exhibit to the Registrant's Quarterly Report on
          Form 10-Q for the quarter ended June 30, 1998 and incorporated herein
          by reference.

(2)       Previously filed with the Company's Annual Report on Form 10-K for
          year ended December 31, 1997 and incorporated herein by reference.

                                       -7-
SIGNATURE

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto authorized, on October 13, 1998.

                                        SYBRON CHEMICALS INC.

                                        /s/  Steven F. Ladin
                                        --------------------
                                             Steven F. Ladin
                                             Vice President, Finance and
                                             Chief Financial Officer

                                       -8-
Independent Auditors' Report

The Board of Directors and Members
Ruco Polymer Corporation and Affiliate
Hicksville, New York

     We have audited the  accompanying  combined  balance sheets of Ruco Polymer
Corporation  and  Affiliate as of September  30, 1996 and 1997,  and the related
combined statements of earnings,  ownership and cash flows for each of the three
years  ended   September  30,  1997.   These   financial   statements   are  the
responsibility of the Company'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  combined  financial  position of Ruco  Polymer
Corporation  and Affiliate as of September 30, 1996 and 1997, and the results of
their  operations  and  their  cash  flows  for each of the  three  years  ended
September 30, 1997 in conformity with generally accepted accounting principles.

                                                 HOLTZ RUBENSTEIN & CO., LLP

Melville, New York
December 2, 1997
RUCO POLYMER CORPORATION AND AFFILIATE

                             COMBINED BALANCE SHEETS
                                 (in thousands)

                                                September 30,           June 30,
                                                -------------           --------
       ASSETS                                 1996         1997          1998
       ------                                 ----         ----          ----
                                                                     (Unaudited)
CURRENT ASSETS:
   Cash and cash equivalents            $      816    $      842    $     155
   Accounts receivable, less allowance
     for doubtful accounts of $100          10,365        10,386        9,659
   Inventories (Note 3)                      6,877         8,315        8,366
   Prepaid expenses and other current
     assets (Note 8)                           272           340          670
                                               ---           ---          ---
       Total current assets                 18,330        19,883       18,850

PROPERTY, PLANT AND EQUIPMENT,
   net (Notes 4 and 5)                      19,897        20,662       19,430
OTHER ASSETS                                   504           537           58
                                               ---           ---           --

                                           $38,731       $41,082      $38,338
                                           =======       =======      =======

     LIABILITIES AND OWNERSHIP

CURRENT LIABILITIES:
   Current portion of long-term debt       $ 1,746       $ 1,807      $ 1,807
     (Note 5)
   Accounts payable                          5,942         6,850        5,884
   Accrued wages                               853           912          821
   Accrued dividends                         1,553         2,704          764
   Accrued expenses                          1,039           946          695
                                             -----           ---          ---
       Total current liabilities            11,133        13,219        9,971
                                            ------        ------        -----

LONG-TERM DEBT (Note 5)                     16,556        15,725       15,383
                                            ------        ------       ------

COMMITMENTS AND CONTINGENCIES (Notes 6 and 8)

OWNERSHIP:
   Common stock, $.01 par value; authorized
     950,000 shares, 428,640 shares issued       4             4            4
   Additional paid-in capital                   86            86           86
   Retained earnings                         9,904         9,143        7,697
   Members' equity                           1,048         2,905        5,197
                                             -----         -----        -----

                                            11,042        12,138       12,984
                                            ------        ------       ------

                                           $38,731       $41,082      $38,338
                                           =======       =======      =======

                   See notes to combined financial statements
RUCO POLYMER CORPORATION AND AFFILIATE

                         COMBINED STATEMENTS OF EARNINGS
            (in thousands except shares and pro forma per share data)
Years Ended                    Nine Months Ended
                                                  September 30,                       June 30,
                                      --------------------------------     ----------------------
                                        1995        1996        1997         1997        1998
                                        ----        ----        ----         ----        ----
                                                                          (Unaudited)  (Unaudited)
NET SALES                           $  63,508   $  74,998    $ 80,789    $  61,244    $ 60,624

COST OF PRODUCTS SOLD                  53,355      62,603      66,347       49,745      48,661
                                       ------      ------      ------       ------      ------

GROSS PROFIT                           10,153      12,395      14,442       11,499      11,963
                                       ------      ------      ------       ------      ------
OPERATING EXPENSES:
   Selling (Note 6)                     1,286       1,282       1,561        1,150       1,193
   General and administrative
     (Notes 6 and 8)                    3,622       4,380       4,106        3,114       3,035
                                        -----       -----       -----        -----       -----
                                        4,908       5,662       5,667        4,264       4,228
                                        -----       -----       -----        -----       -----

EARNINGS FROM OPERATIONS                5,245       6,733       8,775        7,235       7,735
                                        -----       -----       -----        -----       -----

OTHER INCOME (EXPENSE):
   Interest income                          3           4           5           -            4
   Interest expense                    (1,696)     (1,609)     (1,382)      (1,026)     (1,062)
   Miscellaneous, net                      90           1          19            6           6
                                           --          --          --            -           -
                                       (1,603)     (1,604)     (1,358)      (1,020)     (1,052)
                                       ------      ------      ------       ------      ------

EARNINGS BEFORE INCOME TAXES            3,642       5,129       7,417        6,215       6,683

STATE INCOME TAX PROVISION
   (Note 7)                               230          76         117           95         273
                                          ---          --         ---           --         ---

NET EARNINGS                          $ 3,412     $ 5,053     $ 7,300      $ 6,120     $ 6,410
                                      =======     =======     =======      =======     =======

PRO FORMA INFORMATION (Note 9):
   Historical earnings before income
     taxes                            $ 3,642     $ 5,129     $ 7,417      $ 6,215     $ 6,683
   Pro forma income taxes               1,396       1,898       2,716        2,257       2,573
                                        -----       -----     -------      -------     -------

   Pro forma net earnings             $ 2,246     $ 3,231     $ 4,701      $ 3,958     $ 4,110
                                      =======     =======     =======      =======     =======

   Pro forma net earnings per share   $  4.25     $  6.11     $  8.89      $  7.49     $  7.77
                                      =======     =======     ========     =======     =======
See notes to combined financial statements
RUCO POLYMER CORPORATION AND AFFILIATE

                         COMBINED STATEMENT OF OWNERSHIP
                          (in thousands except shares)
Ruco
                                                                                                    Polymer
                                                                                                  of Georgia,
                                                         Ruco Polymer Corp.                           LLC
                                        ---------------------------------------------------       -----------
                                               Common Stock          Additional                    Members'
                                          Shares                       Paid-in     Retained         Equity
                                        Outstanding     Amount        Capital       Earnings       (Deficit)       Total
                                        -----------     ------        -------       --------       ---------       -----
BALANCE, October 1, 1995                   428,640         $4           $ 86       $  9,968       $    (93)     $  9,965

NET EARNINGS                                    --         --             --          4,008           (596)        3,412

DIVIDENDS                                       --         --             --         (3,180)            --        (3,180)
                                                --         --             --        -------           ----        ------

BALANCE, September 30, 1995                428,640          4             86         10,796           (689)       10,197

NET EARNINGS                                    --         --             --          3,316          1,737         5,053

DIVIDENDS                                       --         --             --         (4,208)            --        (4,208)
                                                --         --             --         ------             --        ------

BALANCE, September 30, 1996                428,640          4             86          9,904          1,048        11,042

NET EARNINGS                                    --         --             --          5,443          1,857         7,300

DIVIDENDS                                       --         --             --         (6,204)            --        (6,204)
                                                --         --             --          ------            --        ------

BALANCE, September 30, 1997                428,640          4             86          9,143          2,905        12,138

NET EARNINGS                                    --         --             --          4,118          2,292         6,410

DIVIDENDS                                       --         --             --         (5,564)            --        (5,564)
                                                --         --             --         ------             --        ------

BALANCE, June 30, 1998                     428,640         $4           $ 86        $ 7,697         $5,197       $12,984
                                           =======         ==           ====       ========       =======        =======
See notes to combined financial statements
RUCO POLYMER CORPORATION AND AFFILIATE

                        COMBINED STATEMENTS OF CASH FLOWS
                                 (in thousands)
Years Ended                       Nine Months Ended
                                                                  September 30,                          June 30,
                                                       -----------------------------------       -------------------------
                                                         1995         1996         1997            1997           1998
                                                         ----         ----         ----            ----           ----
                                                                                                (Unaudited)    (Unaudited)
OPERATING ACTIVITIES:
   Net earnings                                       $   3,412    $   5,053     $  7,300       $   6,120      $   6,410
                                                      -   -----    -   ------    -  ------      -   ------     -   -----
   Adjustments to reconcile net earnings to net
     cash provided by operating activities:
       Depreciation and amortization                      2,274        2,345        2,548           1,984          1,999
       Loss on disposal of fixed assets                      63            8            7               -              3
       Changes in operating assets and liabilities:
         (Increase) decrease in assets:
           Accounts receivable                           (1,614)      (1,918)         (21)          1,262            727
           Inventories                                   (1,269)        (980)      (1,438)         (2,733)           (51)
           Prepaid expenses                                 126           (8)         (68)           (183)          (330)
           Other assets                                      58          216          (63)            (94)           456
         Increase (decrease) in liabilities:
           Accounts payable                                (218)         617          908           1,363           (966)
           Accrued wages                                   (439)         443           59             157            (91)
           Accrued expenses                                  25         (109)         (92)           (403)          (251)
                                                            ---         ----          ---            ----           ----
       Total adjustments                                   (994)         614        1,840           1,353          1,496
                                                           ----         ----       ------          ------          -----
       Net cash provided by operating activities          2,418        5,667        9,140           7,473          7,906
                                                         ------       ------       ------          ------          -----

INVESTING ACTIVITIES:
   Purchase of property, plant and equipment             (1,611)        (921)      (3,290)         (2,818)          (747)
                                                         ------         ----       ------          ------           ----
       Net cash used in investing activities             (1,611)        (921)      (3,290)         (2,818)          (747)
                                                         ------         ----       ------          ------           ----

FINANCING ACTIVITIES:
   Increase in other assets                                 (23)          -            -               -              -
   Proceeds from line of credit                          39,356       42,103       43,476          33,925         33,531
   Repayments of line of credit                         (36,790)     (44,823)     (42,553)        (34,376)       (35,044)
   Proceeds from term loan                                3,990        2,000            -               -          2,500
   Repayments of term loan                               (4,240)      (1,538)      (1,694)         (1,256)        (1,329)
   Distributions to stockholders                         (3,180)      (2,655)      (5,053)         (3,253)        (7,504)
                                                         ------       ------       ------          ------         ------
       Net cash used in financing activities               (887)      (4,913)      (5,824)         (4,960)        (7,846)
                                                           ----       ------       ------          ------         ------

Increase (decrease) in cash and cash equivalents            (80)        (167)          26            (305)          (687)

Cash and cash equivalents
   at beginning of period                                 1,063          983          816             816            842
                                                         ------          ----         ----            ----           ---

Cash and cash equivalents
   at end of period                                   $     983    $     816     $    842       $     511      $     155
                                                      =     ====   =     ====    =    ====      =     ====     =     ===

SUPPLEMENTAL DISCLOSURE:
   Income taxes paid                                  $     129    $      48     $    153       $     129      $     201
                                                      =     ====   =      ===    =    ====      =     ====     =     ===
   Interest paid                                      $   1,789    $   1,784     $  1,382       $   1,030      $   1,037
                                                      =   ======   =   ======    =  ======      =   ======     =   =====
See notes to combined financial statements
RUCO POLYMER CORPORATION AND AFFILIATE

                     NOTES TO COMBINED FINANCIAL STATEMENTS

        (Information with respect to the nine months ended June 30, 1997
                and 1998 is unaudited) (dollars in thousands except
                      shares and pro forma per share data)

1.     Nature of Operations:

     The  Company is  engaged in the  manufacturing  of various  polyesters  and
polyurethanes  which  are sold to  manufacturers  for  further  processing.  The
majority of sales are  domestic  and  geographically  dispersed  throughout  the
United States.

2.     Summary of Significant Accounting Policies:

       a. Principles of combination

     The accompanying  financial statements include the accounts of Ruco Polymer
Corporation  ("Ruco NY") and its  affiliate,  Ruco  Polymer  Company of Georgia,
L.L.C. ("Ruco Georgia"),  collectively the "Company."  Significant  intercompany
accounts and transactions have been eliminated.

       b. Cash and cash equivalents

     For purposes of the  statement  of cash flows,  the Company  considers  all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents.

       c. Inventories

     Inventories  are  valued at the lower of cost  (last-in,  first-out  (LIFO)
method) or market.

       d. Property, plant and equipment

     Property and equipment are recorded at cost. The carrying  amount of assets
and related  accumulated  depreciation  and  amortization  are removed  from the
accounts  when such assets are  disposed of, and the  resulting  gain or loss is
included in operations.  Depreciation  is computed by the  straight-line  method
over the estimated useful lives of the assets.

       e. Environmental expenditures

     The Company capitalizes  environmental  expenditures that increase the life
or efficiency of property or that reduce or prevent environmental contamination.
The  Company  expenses   environmental   expenditures  resulting  from  existing
conditions  that  relate to past  operations  when the costs  are  probable  and
reasonably estimable.

       f. Pension plans

     The Company maintains a defined benefit pension plan covering substantially
all union personnel and a 401(a) profit sharing plan covering  substantially all
non-union personnel. The Company's policy is to fund pension costs as accrued.
2.     Summary of Significant Accounting Policies:  (Cont'd)

       g. Income taxes

     The  shareholders  of Ruco NY  elected  to be taxed  as a  "Small  Business
Corporation," for federal income tax purposes. As a result of this election, the
income of the Company  will be taxed  directly to the  individual  shareholders.
Accordingly,  no provision for federal income taxes is included in the financial
statements of the Company.

     For  New  York  State  tax  purposes,   investment  tax  and  research  and
development  credits are  recorded as a reduction  of the  provision  for income
taxes  by use  of the  flow-through  method.  Effective  January  1,  1998,  the
shareholders of Ruco NY elected to be taxed as a "Small  Business  Corporation,"
for New York State tax purposes.

     Ruco Georgia reports income, deductions and credits as a partnership and as
such is not subject to federal,  state or local income  taxes and,  accordingly,
makes no provision  for income taxes in its  financial  statements.  The limited
liability  corporation's income or loss is reportable for income tax purposes by
the partners.

       h. Concentrations of credit

     Financial   instruments   which   potentially   subject   the   Company  to
concentrations of credit risk consist  principally of temporary cash investments
and trade  receivables.  The Company places its temporary cash  investments with
high credit quality financial  institutions.  Concentrations of credit risk with
respect to trade  receivables  are limited  due to the quality of the  Company's
customer base and their dispersion across many industries.

       i. Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the reported  amounts of assets and  liabilities at the
date of the  financial  statements  and the  reported  amount  of  revenues  and
expenses  during the reporting  period.  Actual  results could differ from these
estimates.

       j. Interim financial statements

     The  unaudited  financial  statements  as of June 30, 1998 and for the nine
months ended June 30, 1997 and 1998 reflect all adjustments,  consisting only of
normal recurring  accruals,  which are, in the opinion of management,  necessary
for a fair  statement of the results for the period.  The results of  operations
are not necessarily indicative of the results expected for the fiscal year.

       k. New accounting standards

     In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 130,  "Reporting  Comprehensive  Income,"  which  establishes  standards for
reporting and display of  comprehensive  income,  its components and accumulated
balances.  Comprehensive  income is  defined to  include  all  changes in equity
except those  resulting from  investments by owners and  distribution to owners.
Among other disclosures,  SFAS No. 130 requires that all items that are required
to  be  recognized   under  current   accounting   standards  as  components  of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements.
2.     Summary of Significant Accounting Policies:  (Cont'd)

       k. New accounting standards  (Cont'd)

     In addition, in June 1997, the FASB issued SFAS No. 131, "Disclosures About
Segments of an Enterprise and Related  Information," which establishes standards
for  reporting   information  about  operating  segments.  It  also  establishes
standards for disclosures regarding products and services,  geographic areas and
major customers.

     In February  1998,  the FASB issued  SFAS No. 132,  "Employers'  Disclosure
About Pensions and Other Post Retirement  Benefits," which establishes standards
for the  standardization  of  disclosure  pertaining  to pensions and other post
retirement  benefits.  It provides for a  reconciliation  of  projected  benefit
obligation  and the fair value of plan assets for the reported  period.  It also
provides for reduced disclosure for non-public entities.

     These new standards are effective for periods  beginning after December 15,
1997 and require comparative  information for earlier years to be restated.  The
implementation  of these new standards will not affect the Company's  results of
operations and financial  position,  but may have an impact on future  financial
statement disclosures.

3.     Inventories:

       Inventories consist of:
                                                  September 30,         June 30,
                                              --------------------      --------
                                                1996         1997         1998
                                                ----         ----         ----

       Finished goods                       $   5,721    $   6,724    $  6,722
       Raw materials and supplies               2,180        2,129       1,940
                                                -----        -----       -----
                                                7,901        8,853       8,662
       Allowance to value inventory
         at cost on the LIFO method            (1,024)        (538)       (296)
                                               ------         ----        ----

                                            $   6,877    $   8,315    $  8,366
                                            =   =====    =   =====    =  =====

     Inventories  are stated at the lower of cost  determined by the LIFO method
or market. If the first-in, first-out method had been used, net income for years
ended September 30, 1995, 1996, 1997 and the nine months ended June 30, 1997 and
1998 would have been $3,598, $4,728, $6,814, $5,756 and $6,148, respectively.

4.      Property, Plant and Equipment:

        Property, plant and equipment, at cost, is summarized as follows:

                                                    September 30,       June 30,
                                                -------------------     -------
                                                1996         1997        1998
                                                ----         ----        ----

       Land                                 $     980    $     980    $    980
       Buildings and building improvements      7,263        7,447       7,489
       Machinery and equipment                 26,377       29,404      29,688
       Construction in progress                    97           77         489
                                                   --           --         ---
                                               34,717       37,908      38,646
       Less accumulated depreciation
         and amortization                      14,820       17,246      19,216
                                               ------       ------      ------

                                           $   19,897   $   20,662   $  19,430
                                           =   ======   =   ======   =  ======
4.      Property, Plant and Equipment:  (Cont'd)

     Depreciation  expense for the years ended September 30, 1995, 1996 and 1997
amounted to $2,264, $2,315 and $2,518,  respectively.  Depreciation for the nine
months ended June 30, 1997 and 1998 amounted to $1,961 and $1,976, respectively.

5.     Long-Term Debt:

       Long-term debt consists of the following:
                                                  September 30,         June 30,
                                              --------------------      --------
                                                1996         1997         1998
                                                ----         ----         ----

       Revolving credit line                 $  4,222     $  5,146    $  3,633
       Term loan - Ruco NY                      3,961        3,447       3,024
       Term loan - Ruco Georgia                 4,085        3,870       3,709
       Equipment loan - Ruco Georgia            6,034        5,069       6,824
                                                -----        -----       -----
                                               18,302       17,532      17,190
       Less current portion                     1,746        1,807       1,807
                                                -----        -----       -----

       Long-term debt                        $ 16,556     $ 15,725    $ 15,383
                                             = ======     = ======    = ======

     Pursuant to Ruco NY's credit facility,  as amended,  the Company may borrow
up to $8,000  under a revolving  credit  facility  and $3,961 under a seven year
term loan. The revolving line of credit bears interest at the bank's prime rate,
payable  monthly  and  matures on  October 1, 1999.  The term loan is payable in
quarterly  installments  of $141  through  July  2003,  at which time the entire
unpaid  balance is due.  Interest is payable at the bank's prime rate plus 1/4%,
payable monthly, through July 1, 2003.

     Ruco Georgia  entered into a loan and security  agreement  with three banks
which, as amended,  provides borrowings up to $8,534 under an equipment loan and
$4,085 under a term loan facility. The equipment loan bears interest at the lead
bank's prime rate plus 1/4% and is payable in quarterly  principal  installments
of $241 through  March 31, 1998,  at which time the payment will be $262 through
January 1, 2005. The term loan bears interest at the lead bank's prime rate plus
3/4%,  payable  monthly.  Principal is payable in quarterly  installments of $54
through July 1, 2000, at which time the entire unpaid balance is due.

     The prime rate at September 30, 1997 and June 30, 1998 was 8.5%.

     Borrowings   under  the  above   financing   agreements   are   secured  by
substantially  all assets of the Company and require,  among other  things,  the
maintenance of a stated current ratio,  minimum tangible net worth, minimum cash
flows,  minimum  aggregate  net  earnings  and stated debt to equity  ratio on a
combined basis.

       Current maturities are as follows:

           Year Ending
          September 30,
          -------------

                1998                      $    1,807
                1999                           1,828
                2000                           6,973
                2001                           1,828
                2002                           1,683
                Thereafter                     3,413
                                               -----

                                          $   17,532
                                          ==========
6.     Commitments and Contingencies:

       a. Environmental costs

     The Company is subject to a variety of environmental  and pollution control
regulations  in  the  jurisdictions  in  which  it  operates.   These  laws  and
regulations  require the Company to make  expenditures for capital  improvements
and  operating  environmental  protection  equipment.  Future  developments  and
changes in environmental  regulations may require the Company to make additional
environmental expenditures.

     The  Company's  New  York  facility  is  located  on a  superfund  site  as
designated  by  the  Comprehensive  Environmental  Response,  Compensation,  and
Liability Act of 1980.  The Company has received full  indemnification  from its
prior  owners  and any  costs  incurred  to date  have been  funded  under  this
indemnification  agreement.  In the opinion of  management,  future costs to the
Company will be minimal and not material to the Company's  financial position or
results of operation.

       b. Litigation

     The Company is subject to several  lawsuits and claims with respect to such
matters as personal injury,  product  liability and other actions arising out of
the normal course of business. The Company intends to defend its position on all
actions. In the opinion of management,  the ultimate  liabilities,  if any, from
these lawsuits and claims will not materially  affect the financial  position of
the Company.  Nevertheless,  due to the  uncertainty of the settlement  process,
management's view of the outcome may be modified in the future.

       c. Incentive awards

     The Company has  established an incentive  award to certain key individuals
effective  in the  event  the  Company  is sold or  effects  an  initial  public
offering. In the event of a qualifying transaction, the individuals will receive
an amount equal to 5.75% of the net proceeds received in excess of $30,000.  The
expense of this award will be  recognized  immediately  preceding the closing of
the transaction.

       d. Employment agreements

     The Company has employment and consulting  agreements with certain officers
and/or stockholders which provided for aggregate minimum payments as follows:

           Year Ending
          September 30,
          -------------

                1998                       $   432
                1999                           682
                2000                           421
                2001                            69
                                                --

                                            $1,604
                                            ======

       e. Operating leases

     The Company leases warehouse equipment,  trailers,  autos, office equipment
and computer  equipment under operating  lease  agreements  which expire through
September 30, 1999.  Lease expense amounted to $238, $206 and $114 for the years
ended September 30, 1995 through 1997,  respectively.  Lease expense amounted to
$86 and $80 for the nine months ended June 30, 1997 and 1998, respectively.
6.     Commitments and Contingencies:  (Cont'd)

       e. Operating leases  (Cont'd)

          Minimum rental commitments for the terms of the leases are as follows:

           Year Ending
          September 30,
          -------------

                1998                        $   88
                1999                            55
                2000                            34
                2001                             9
                2002                             5
                                             -----

                                              $191
                                              ====

7.     Income Taxes:

     The  provision  for state income taxes has been fully  reduced by available
investment tax credits.  The Company was subject to the alternative  minimum tax
for the years ended September 30, 1997 and 1996.

8.     Benefit Plans:

       a. Retirement benefits

     The  Company  maintains  a 401(a)  profit  sharing  plan for all  non-union
employees.  Contributions  are  discretionary  as  determined  by the  Board  of
Directors.  All full time  non-union  employees are eligible to 100% of the Plan
benefits  provided  that they have  completed one full year of employment at the
Plan's  year end.  Contributions  of $255,  $323 and $366 were made for the Plan
years ended 1995 through 1997, respectively.

     Ruco NY continues its  non-contributory  defined benefit Employees' Pension
Plan for union  personnel.  The  benefits  are based on years of service and the
employee's compensation during the last five years of employment.  Contributions
to the Plan reflect benefits  attributed to employees' services to date, as well
as services  expected to be earned in the  future.  Plan assets are  invested in
fixed rate group insurance contracts.

     With respect to the non-contributory defined benefit union employee pension
plan, pension expense includes the following components: September 30, 1995 1996
1997

     Service cost                                   $  113    $  101    $  106
     Interest cost on projected benefit obligation      79        84        97
     Expected return on assets held in Plan            (99)     (104)     (133)
     Amortization of prior service cost,
        transition liability and net gain               11        15         5
                                                       ---       ---       ---

     Net periodic pension cost                      $  104    $   96    $   75
                                                    =  ====   =   ===   =   ==
8.     Benefit Plans:  (Cont'd)

       a. Retirement benefits  (Cont'd)

     The following sets forth the funded status of the non-contributory  defined
benefit union  employee  pension plan and the amounts shown in the  accompanying
balance sheet:

                                                          September 30,
                                                          -------------
                                                     1995     1996     1997
                                                     ----     ----     ----
          Actuarial present value of benefit
          obligation:
             Vested benefit obligation            $  970    $1,186    $1,357
             Non-vested benefit obligation            61        69        49
                                                      --       ---        --
             Accumulated benefit obligation        1,031     1,255     1,406
             Effect of future salary increases       292       127       183
                                                     ---      ----       ---
             Projected benefit obligation          1,323     1,382     1,589
             Plan assets at fair value             1,201     1,257     1,608
                                                   -----     -----     -----
             Plan assets in excess (less than)
               benefit obligation                    122      (125)       19
             Unrecognized net loss                   248       255       152
             Unrecognized transition amount           41        37        34
                                                      --       ---        --

             Prepaid pension costs                $  167    $  167    $  205
                                                  =  ===    =  ===    =  ===

     The discount rate used to measure the projected  benefit  obligation is 7%,
the rate of  increase  in future  compensation  levels is 4%,  and the  expected
long-term  rate of return on assets is 9%. The  Company  uses the  straight-line
method of amortization for prior service cost and unrecognized gains and losses.

       b. Post-employment benefits

     In addition to providing  pension  benefits,  the Company  provides certain
health care benefits to union  retirees  which are funded as costs are incurred.
These  benefits  are  provided  through  the  union's  welfare  fund.   Retirees
contribute a percentage of the benefit costs in accordance  with the  collective
bargaining  agreement.  This expense  amounted to $22, $19 and $17 for the years
ended September 30, 1995, 1996 and 1997, respectively.  The expense for the nine
months ended June 30, 1997 and 1998 amounted to $13 and $10, respectively.

9.     Pro Forma Information (Unaudited):

       a. Pro forma tax expense

     Pursuant to an  acquisition  of Ruco Polymer  Corporation's  stock and Ruco
Polymer of Georgia  L.L.C.'s  members  interest,  these  entities  would  become
taxable  corporations  for federal tax purposes.  The objective of the pro forma
financial  information is to show what the significant effects on the historical
financial information might have been had the entity been subject to federal tax
as of October 1, 1994 and during the three  years ended  September  30, 1997 and
nine months ended June 30, 1997 and 1998.
9.     Pro Forma Information (Unaudited):  (Cont'd)

       b. Pro forma earnings per share

     Earnings  per share were  computed  by dividing  earnings  by the  weighted
average number of shares (units) of common stock outstanding  during each period
presented. The weighted average number of shares was computed as follows:
Years Ended                  Nine Months Ended
                                                               September 30,                     June 30,
                                                     ---------------------------------     -----------------------
                                                       1995         1996         1997         1997         1998
                                                       ----         ----         ----         ----         ----
                                                                                          (Unaudited)  (Unaudited)
Ruco Polymer Corporation
             Weighted shares outstanding             428,640      428,640      428,640      428,640      428,640
          Ruco Polymer of Georgia LLC
             Weighted units outstanding              100,000      100,000      100,000      100,000      100,000
                                                     -------      -------      -------      -------      -------

          Pro forma weighted shares
             outstanding                             528,640      528,640      528,640      528,640      528,640
                                                     =======      =======      =======      =======      =======
UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL DATA

     The following  unaudited pro forma  financial data of the Company (the "Pro
Forma  Financial  Data")  have  been  derived  by the  application  of pro forma
adjustments to the historical Consolidated Financial Statements of Sybron, which
have been previously filed and which are incorporated  herein by reference,  and
of Ruco  included  elsewhere in this  report.  Pro Forma  Financial  Data of the
Company are adjusted to give effect to the  acquisition of Ruco, the refinancing
of certain  indebtedness  of Sybron,  the Senior Secured Credit Facility and the
Company's July 29, 1997  acquisition of IVAX  Industries,  Inc., IVAX Industries
Canada,  Inc.  and IVAX  Industries  U.K.  Ltd.  (collectively,  the "Pro  Forma
Transactions").  The  following  unaudited pro forma  consolidated  statement of
operations  data for the year ended  December  31, 1997 and the six months ended
June 30,  1998 give effect to the Pro Forma  Transactions  as if such events had
occurred at the beginning of each period presented.  The following unaudited pro
forma  consolidated  balance  sheet data at June 30, 1998 give effect to the Pro
Forma  Transactions  as if such events had occurred as of June 30, 1998. The Pro
Forma  Financial Data reflect  adjustments  based on  preliminary  estimates and
certain   assumptions   that   management   believes  are   reasonable   in  the
circumstances.  The Pro Forma  Financial Data do not purport to be indicative of
the Company's  financial  position or results of operations  that would actually
have been obtained had the Pro Forma Transactions been completed as of the dates
assumed, or to project the Company's financial position or results of operations
at any future date.  The Pro Forma  Financial Data should be read in conjunction
with the historical financial statements and notes thereto of the Company, which
have been previously filed and which are incorporated  herein by reference,  and
of Ruco included elsewhere in this report.
UNAUDITED PRO FORMA BALANCE SHEET

                               As of June 30, 1998
Actual
                                     ------------------
                                      Sybron      Ruco    Adjustments     Pro Forma
                                                 (dollars in thousands)
                   Assets
Current assets
  Cash and cash equivalents          $  6,597   $   155   $  7,215 (1)    $ 13,967
  Accounts receivable, net             41,084     9,659         --          50,743
  Inventories, net                     27,360     8,366        500 (2)      36,226
  Prepaid and other current assets      2,973       670         --           3,643
  Deferred income taxes                   108        --         --             108
                                     --------   -------   ---------       --------
       Total current assets            78,122    18,850      7,715         104,687
  Property, plant and equipment, net   36,848    19,430      7,916 (3)      64,194
  Intangible assets, net               23,497        --     73,146 (4)      96,643
  Other assets                            845        58         --             903
                                     --------   -------   --------        --------
       Total assets                  $139,312   $38,338    $88,777        $266,427
                                     ========   =======    =======        ========

     Liabilities and Stockholders' Equity
Current liabilities
  Notes payable                      $  2,181   $    --    $    --        $  2,181
  Current portion of long-term debt     2,429     1,807     (4,236)(5)          --
  Accounts payable                     18,727     5,884         --          24,611
  Accrued liabilities                  14,209     2,280       (764)(6)      15,725
  Income taxes payable                  2,261        --         --           2,261
  Deferred income taxes                    14        --         --              14
                                     --------   -------    -------        --------
       Total current liabilities       39,821     9,971     (5,000)         44,792
                                     --------   -------    -------        --------

Long-term debt                         22,856    15,383    (38,239)(5)          --
Senior Secured Credit Facility             --        --    145,000 (7)     145,000
Deferred income taxes                   2,401        --         --           2,401
Postretirement benefits                 3,879        --         --           3,879
Other liabilities                       2,169        --         --           2,169
                                     --------   -------   --------        --------
       Total liabilities               71,126    25,354    101,761         198,241

Commitments and contingencies
Stockholders' equity
  Preferred stock, $.01 par value          --        --         --              --
  Common stock - $.01 par value            59         4         (4)(8)          59
  Additional paid-in capital           23,905        86        (86)(8)      23,905
  Retained earnings                    58,264     7,697     (7,697)(8)      58,264
  Accumulated other comprehensive
    losses                             (9,525)       --         --          (9,525)
  Treasury stock                       (4,517)       --         --          (4,517)
  Members' equity                          --     5,197     (5,197)(8)          --
                                     --------   -------   --------        --------
       Total stockholders' equity      68,186    12,984    (12,984)         68,186
                                     --------   -------   --------        --------
       Total liabilities and
         stockholders' equity        $139,312   $38,338   $ 88,777        $266,427
                                     ========   =======   ========        ========
(see notes on following page)
NOTES TO UNAUDITED PRO FORMA BALANCE SHEET

                               As of June 30, 1998
                             (dollars in thousands)

(1)    Cash added to working capital after receipt of the proceeds of borrowings
       under the bank financing, net of payment of the purchase price,
       refinancing of certain Sybron indebtedness and related acquisition costs.

(2)    Reflects the step-up of Ruco inventory purchased to fair value in
       accordance with the purchase method of accounting.

(3)    Reflects the step-up of Ruco acquired property, plant and equipment to
       fair value.

(4)    Reflects the following purchased Ruco identifiable intangible assets and
       the excess costs over the fair value of the net assets acquired:

          Excess cost over the fair value of net assets acquired      $67,946
          Non-compete agreement                                         1,200
          Customer lists                                                1,500
          Fees for acquisition services                                 2,500
                                                                      -------
          Total                                                       $73,146
                                                                      =======

(5)    Represents the repayment of certain existing debt obligations.

(6)    Represents the payment of Ruco accrued dividends prior to the closing of
       the Ruco Acquisition.

(7)    Debt incurred under the bank financing in connection with the Ruco
       Acquisition and repayment of certain Sybron indebtedness.

(8)    Elimination of Ruco's historical equity capitalization in accordance with
       the purchase method of accounting.
UNAUDITED PRO FORMA COMBINED INCOME STATEMENT

                          Year Ended December 31, 1997
Adjustments
                                                                       -----------------------------------------------
                                                     Actual                IVAX            Ruco
                                          ------------------------
                                          Sybron(6)       Ruco(14)     Acquisition(1)   Acquisition(2)       Pro Forma
                                          ---------       --------     --------------   --------------       ---------
                                                                        (dollars in thousands)
Net sales:
  Environmental Products and Services     $ 55,362       $              $               $    --              $ 55,362
  Textile Chemical Specialties             133,452             --        11,010              --               144,462
  Intermediate Polymers                         --         80,789           --               --                80,789
                                          --------       --------       -------         -------              --------
Net Sales                                  188,814         80,789        11,010              --               280,613
                                          --------       --------       -------         -------              --------

Cost of sales                              115,180         66,347         7,886             1,225  (7)        190,638
Selling                                     35,148          1,561         2,529               774  (8)         40,012
General and administrative                  11,340          4,106            --            (2,286) (9)         13,160
Research and development                     3,710             --           490               112  (8)          4,312
                                           -------       --------         ------           ------            --------
Operating income                            23,436          8,775           105               175              32,491
                                           -------        -------         ------           ------            --------

Other income (expense):
  Interest income                              497              5           --               --                   502
  Interest expense                          (1,968)        (1,382)         (510)(3)       (7,859)(10)        (11,719)
  Amortization of intangible assets         (1,585)            --          (338)(4)       (2,239)(11)         (4,162)
  Terminated merger costs                   (1,270)            --            --              --               (1,270)
  Other, net                                (1,048)            19           124              --                  (905)
                                            -------      ---------       -------        --------             --------
                                            (5,374)        (1,358)         (724)         (10,098)             (17,554)
                                            -------      ---------       -------        --------              --------

Income before income taxes and
  extraordinary item                        18,062          7,417          (619)          (9,923)              14,937

Provision for income taxes                   7,422            117          (109)(5)         (777)(12)           6,653
                                           -------       --------        -------        --------               ------

Income before extraordinary item(13)      $ 10,640        $ 7,300       $  (510)         $(9,146)             $ 8,284
                                          ========       ========       ========        ========              =======
(see notes on following page)
NOTES TO UNAUDITED PRO FORMA COMBINED INCOME STATEMENT
                          Year Ended December 31, 1997
                             (dollars in thousands)

(1)    Reflects the pro forma results of the IVAX Acquisition for the period
       from January 1, 1997 to July 28, 1997, which is the period before the
       acquisition of such business by Sybron.

(2)    Reflects the effect of the Ruco Acquisition purchase accounting and the
       indebtedness incurred to finance the acquisition and certain of Sybron's
       indebtedness, as if the acquisition and financing had been completed on
       January 1, 1997.

(3)    Reflects incremental interest expense of $510 as a result of borrowings
       made to complete the IVAX Acquisition as if the debt had been outstanding
       for the entire period. A 1/4% change in the interest rate would change
       this adjustment by $35.

(4)    Reflects the amortization of intangibles purchased in connection with the
       IVAX Acquisition, including patents (estimated life of 10 years),
       customer lists (estimated life of 10 years) and goodwill (estimated life
       of 30 years).

(5)    Reflects the provision for income taxes on the IVAX Acquisition including
       the effect of pro forma adjustments at a 34% statutory rate.

(6)    Includes the operating results of the IVAX Acquisition from July 29,
       1997, the date of acquisition.

(7)    Reflects the following:

       (a)  Expensing of step-up fair market value of inventory acquired
            in the Ruco Acquisition..................................... $  500
       (b)  Additional depreciation expense with respect to the
            properties, plant and equipment purchased in connection with
            the Ruco Acquisition using the straight-line method over
            seven years................................................. $  725
                                                                         ------
                 Total.................................................. $1,225

(8)    Reflects reclassification of certain general and administrative costs
       related to technical support to selling and to research and development
       expenses.

(9)    Reflects elimination of $1,400 of expenses related to salaries of prior
       owners of the Ruco business.  Also reflects the reclassification
       described in (8) above.

(10)   Reflects incremental interest expense of $7,859 related to the senior
       secured credit facility with an assumed interest rate of 8% as if the
       debt had been outstanding for the entire period. Each 1/4% change in the
       interest rate would change this adjustment by $353.

(11)   Reflects the amortization of intangible assets purchased in connection
       with the Ruco Acquisition, including a noncompete agreement (estimated
       life of 5 years), customer lists (estimated life of 10 years) and
       goodwill (estimated life of 40 years).

(12)   Reflects the provision for income taxes on the Ruco pro forma adjustments
       described in (7) - (11) above. In addition, because Ruco NY is a
       subchapter S corporation and Ruco GA is a limited liability company that
       is taxed as a partnership, the historical results of Ruco for the year
       ended September 30, 1997 were attributed directly to Ruco's shareholders
       for federal income tax purposes and the pro forma adjustments include a
       provision for federal income taxes for that period.

(13)   In connection with the senior secured credit facility, certain debt was
       retired at July 31, 1998 resulting in an extraordinary loss of $313, net
       of taxes, which will be recognized in the third quarter of 1998.

(14)   Represents the historical consolidated financial statements of Ruco for
       the year ended September 30, 1997.
UNAUDITED PRO FORMA INCOME STATEMENT

                         Six Months Ended June 30, 1998
Adjustments
                                              Actual        for Ruco
                                       -----------------
                                        Sybron     Ruco    Acquisition(1)   Pro Forma
                                        ------     ----    --------------   ---------
                                                                            (dollars in thousands)
Net sales:
  Environmental Products and Services  $25,173    $    --     $   --       $ 25,173
  Textile Chemical Specialties          72,382         --         --         72,382
  Intermediate Polymers                     --     41,669         --         41,669
                                       -------    -------      -----       --------
Net sales                               97,555     41,669         --        139,224
                                       -------    -------      -----       --------

Cost of sales                           58,754     33,214        863 (2)     92,831

Selling                                 18,481        773        411 (3)     19,665
General and administrative               5,626      2,053     (1,170)(4)      6,509
Research and development                 1,986         --         59 (3)      2,045
                                       -------    -------     ------        -------

Other income (loss)                     12,708      5,629       (163)        18,174
                                       -------    -------     ------        -------

Other income (expense):
  Interest income                          111          3         --            114
  Interest expense                        (838)      (693)    (4,329)(5)     (5,860)
  Amortization of intangible assets     (1,035)        --     (1,120)(6)     (2,155)
  Other, net                              (278)         6         --           (272)
                                       -------    -------     ------        -------
                                        (2,040)      (684)    (5,449)        (8,173)

Income before income taxes and
  extraordinary item                    10,668      4,945     (5,612)        10,001
Provision for income taxes               4,393        128       (132)(7)      4,389
                                       -------      -----     ------         ------

Income before extraordinary item (8)   $ 6,275    $ 4,817    $(5,480)       $ 5,612
                                       =======    =======    ========       =======
(see notes on following page)
NOTES TO UNAUDITED PRO FORMA COMBINED INCOME STATEMENT
                         Six Months Ended June 30, 1998
                             (dollars in thousands)

(1)    Reflects the effect of the Ruco Acquisition purchase accounting, and
       indebtedness incurred to finance the acquisition and certain of Sybron's
       indebtedness, as if the acquisition and financing had been completed on
       January 1, 1998.

(2)    Reflects the following:

       (a)  Expensing of step-up to fair value of inventory acquired in
            the Ruco Acquisition........................................  $500

       (b)  Additional depreciation expense with respect to the
            properties, plant and equipment purchased in connection with
            the Ruco Acquisition using the straight-line method over
            seven years.................................................   363
             Total......................................................  $863

(3)    Reflects reclassification of certain general and administrative costs
       related to technical support to selling and to research and development
       expenses.

(4)    Reflects elimination of $700 of expenses related to salaries of prior
       owners of the Ruco business. Also reflects the reclassification described
       in (3) above.

(5)    Reflects incremental interest expense of $4,329 related to the senior
       secured credit facility with an assumed interest rate of 8% as if the
       debt had been outstanding for the entire period. Each 1/4% change in the
       interest rate would change this adjustment by $181.

(6)    Reflects the amortization of intangibles purchased in connection with the
       Ruco Acquisition, including a noncompete agreement (estimated life of 5
       years), customer lists (estimated life of 10 years) and goodwill
       (estimated life of 40 years).

(7)    Reflects the provision for income taxes on the Ruco pro forma adjustments
       described in (2) - (6) above. In addition, because Ruco NY is a
       subchapter S corporation and Ruco GA is a limited liability company that
       is taxed as a partnership, the historical results of Ruco for the six
       months ended June 30, 1998 were attributed directly to Ruco's
       shareholders for federal income tax purposes, the pro forma adjustments
       include a provision for federal income taxes for that period.

(8)    In connection with the senior secured credit facility, certain debt was
       retired at July 31, 1998 resulting in an extraordinary loss of $313, net
       of taxes which will be recognized in the 1998 third quarter results.