1 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended April 30, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to --------------------- ----------------------- Commission file number 0-8088 -------------------------------------------------------- FURON COMPANY EMPLOYEES' PROFIT-SHARING-RETIREMENT PLAN (Title of the plan) FURON COMPANY 29982 Ivy Glenn Drive Laguna Niguel, California 92677 (Name and address of principal executive office of the issuer of the securities held pursuant to the plan) - -------------------------------------------------------------------------------- 2 FURON COMPANY EMPLOYEES' PROFIT-SHARING-RETIREMENT PLAN ITEM 1. Not applicable. ITEM 2. Not applicable. ITEM 3. Not applicable. ITEM 4. Financial statements and exhibits (a) Financial statements: Financial Statements and Financial Statement Schedules prepared in accordance with the financial reporting requirements of ERISA filed hereunder are listed in the Index to Financial Statements and Financial Statement Schedules, in lieu of the requirements of Items 1 through 3 above. (b) Exhibits: 23 Consent of Independent Auditors 3 FURON COMPANY EMPLOYEES' PROFIT-SHARING-RETIREMENT PLAN INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES (ITEM 4(a)) Page ---- Report of Independent Auditors 1 Financial Statements: Statements of Net Assets Available for Plan Benefits at April 30, 1995 and 1994 2-3 Statements of Changes in Net Assets Available for Plan Benefits for the years ended April 30, 1995 and 1994 4-5 Notes to Financial Statements 6-10 Financial Statement Schedules: Assets held for investment purposes at April 30, 1995 11 Reportable transactions for the year ended April 30, 1995 12 Party-in-interest transactions for the year ended April 30, 1995 13 4 REPORT OF INDEPENDENT AUDITORS The Administrative Committee Furon Company Employees' Profit- Sharing-Retirement Plan We have audited the financial statements of the Furon Company Employees' Profit-Sharing-Retirement Plan (the Plan) listed in the accompanying index to financial statements and financial statement schedules (Item 4 (a)). These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements listed in the accompanying index to financial statements and financial statement schedules present fairly, in all material respects, the net assets available for plan benefits of the Plan at April 30, 1995 and 1994, and the changes in net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying financial statement schedules are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The Fund Information in the statement of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Orange County, California July 14, 1995 5 FURON COMPANY EMPLOYEES' PROFIT-SHARING-RETIREMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS APRIL 30, 1995 Retirement Furon Government Company Managed Money Fidelity Common Income Fidelity Fidelity Market Investment Stock Portfolio Magellan Puritan Portfolio Grade Bond Fund Fund Fund Fund Fund Fund ---------- ---------- ----------- ---------- ---------- ---------- Assets: Investments, at fair value $5,202,664 $7,781,605 $11,566,255 $5,655,288 $6,071,912 $249,562 Loans receivable - - - - - - Contribution receivable - - - - - - ---------- ---------- ----------- ---------- ---------- -------- Net assets available for plan benefits $5,202,664 $7,781,605 $11,566,255 $5,655,288 $6,071,912 $249,562 ========== ========== =========== ========== ========== ======== Fidelity Fidelity Asset OTC Fidelity Manager Portfolio Contra- Participant Contribution Fund Fund Fund Loans Receivable Total -------- --------- ---------- ----------- ------------ ----------- Assets: Investments, at fair value $475,549 $290,583 $1,081,708 $ - $ - $38,375,126 Loans receivable - - - 648,947 - 648,947 Contribution receivable - - - - 146,167 146,167 -------- -------- ---------- -------- -------- ----------- Net assets available for plan benefits $475,549 $290,583 $1,081,708 $648,947 $146,167 $39,170,240 ======== ======== ========== ======== ======== =========== See accompanying notes. 2 6 FURON COMPANY EMPLOYEES' PROFIT-SHARING-RETIREMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS April 30, 1994 Retirement Furon Government Company Managed Money Fidelity Common Income Fidelity Fidelity Market Investment Stock Portfolio Magellan Puritan Portfolio Grade Bond Fund Fund Fund Fund Fund Fund ----------- ----------- ----------- ---------- ---------- ---------- Assets: Investments, at fair value $3,971,909 $7,672,384 $9,902,029 $4,898,733 $4,944,150 $176,589 Loan receivable - - - - - - ---------- ---------- ---------- ---------- ---------- -------- Net assets available for plan benefits $3,971,909 $7,672,384 $9,902,029 $4,898,733 $4,944,150 $176,589 ========== ========== ========== ========== ========== ======== Fidelity Fidelity Asset OTC Fidelity Manager Portfolio Contra- Participant Fund Fund Fund Loans Total --------- --------- --------- ----------- ----------- Assets: Investments, at fair value $455,017 $138,796 $694,097 $ - $32,853,704 Loan receivable - - - 534,670 534,670 -------- -------- -------- --------- ----------- Net assets available for plan benefits $455,017 $138,796 $694,097 $ 534,670 $33,388,374 ======== ======== ======== ========= =========== See accompanying notes. 3 7 FURON COMPANY EMPLOYEES' PROFIT-SHARING-RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS Year ended April 30, 1995 Retirement Furon Government Company Managed Money Fidelity Common Income Fidelity Fidelity Market Investment Stock Portfolio Magellan Puritan Portfolio Grade Bond Fund Fund Fund Fund Fund Fund ---------- ------------ ----------- ----------- ---------- -------- Contributions: Employer $ 210,728 $ 295,064 $ 487,787 $ 253,090 $ 218,319 $ 17,041 Participants 419,184 585,716 1,029,582 539,265 514,692 35,692 Rollover contributions 1,048 159,662 47,614 4,914 2,096 - ---------- ----------- ----------- ---------- ---------- -------- Total contributions 630,960 1,040,442 1,564,983 797,269 735,107 52,733 Net investment income: Interest 1,000 438,705 - - 252,842 - Interest on loans to participants 5,114 6,494 14,205 6,709 6,358 282 Dividends 61,930 - 388,905 402,473 - 16,272 Net appreciation (depreciation) in fair value of investments 1,248,089 - 853,551 22,477 - (6,343) ---------- ----------- ----------- ---------- ---------- -------- Net investment income 1,316,133 445,199 1,256,661 431,659 259,200 10,211 ---------- ----------- ----------- ---------- ---------- -------- Total contributions and net investment income 1,947,093 1,485,641 2,821,644 1,228,928 994,307 62,944 Benefits, terminations and withdrawals (257,671) (1,319,722) (1,009,303) (379,664) (390,321) (11,791) Fees on loans to participants - (293) (538) (554) (1,300) (25) ---------- ----------- ----------- ---------- ---------- -------- Increase (decrease) in net assets available for plan benefits 1,689,422 165,626 1,811,803 848,710 602,686 51,128 Account transfers (458,667) (56,405) (147,577) (92,155) 525,076 21,845 Net assets available for plan benefits: Beginning of year 3,971,909 7,672,384 9,902,029 4,898,733 4,944,150 176,589 ---------- ----------- ----------- ---------- ---------- -------- End of year $5,202,664 $ 7,781,605 $11,566,255 $5,655,288 $6,071,912 $249,562 ========== =========== =========== ========== ========== ======== Fidelity Fidelity Asset OTC Fidelity Manager Portfolio Contra- Participant Contribution Fund Fund Fund Loans Receivable Total ---------- ----------- ----------- ---------- ---------- ----------- Contributions: Employer $ 37,745 $ 22,745 $ 75,938 $ - $ 146,167 $ 1,764,624 Participants 82,113 48,750 166,193 - - 3,421,187 Rollover contributions 15,860 - 1,328 - - 232,522 ---------- --------- --------- ---------- --------- ----------- Total contributions 135,718 71,495 243,459 - 146,167 5,418,333 Net investment income: Interest - - - - - 692,547 Interest on loans to participants 792 257 1,592 - - 41,803 Dividends 16,159 1,618 - - - 887,357 Net appreciation (depreciation) in fair value of investments 2,618 31,035 98,112 - - 2,249,539 ---------- --------- --------- ---------- --------- ----------- Net investment income 19,569 32,910 99,704 - - 3,871,246 ---------- --------- --------- ---------- --------- ----------- Total contributions and net investment income 155,287 104,405 343,163 - 146,167 9,289,579 Benefits, terminations and withdrawals (7,476) (6,603) (65,174) (57,278) - (3,505,003) Fees on loans to participants - - - - - (2,710) ---------- --------- --------- ---------- -------- ----------- Increase (decrease) in net assets available for plan benefits 147,811 97,802 277,989 (57,278) 146,167 5,781,866 Account transfers (127,279) 53,985 109,622 171,555 - - Net assets available for plan benefits: Beginning of year 455,017 138,796 694,097 534,670 - 33,388,374 ----------- --------- ---------- ---------- --------- ----------- End of year $ 475,549 $ 290,583 $1,081,708 $ 648,947 $ 146,167 $39,170,240 =========== ========= ========== ========== ========= =========== See accompanying notes. 4 8 FURON COMPANY EMPLOYEES' PROFIT-SHARING-RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS Year ended April 30, 1994 Retirement Furon Government Company Managed Money Fidelity Common Income Fidelity Fidelity Market Investment Stock Portfolio Magellan Puritan Portfolio Grade Bond Fund Fund Fund Fund Fund Fund ---------- ---------- ---------- ---------- ---------- ---------- Contributions: Employer $ 179,760 $ 266,153 $ 357,919 $ 184,126 $ 112,812 $ 7,065 Participants 421,282 622,744 915,202 479,855 518,445 18,921 Rollover contributions 5,053 546 16,098 7,298 10,111 903 ---------- ---------- ---------- ---------- ---------- -------- Total contributions 606,095 889,443 1,289,219 671,279 641,368 26,889 Net investment income (loss): Interest - 444,592 - - 151,163 - Interest on loans to participants 2,942 4,606 7,901 4,263 7,805 267 Dividends 64,223 - 886,665 579,035 - 8,447 Net appreciation (depreciation) in fair value of investments (342,165) - 192,790 (138,268) - (11,938) ---------- ---------- ---------- ---------- ---------- -------- Net investment income (loss) (275,000) 449,198 1,087,356 445,030 158,968 (3,224) ---------- ---------- ---------- ---------- ---------- -------- Total contributions and net investment income (loss) 331,095 1,338,641 2,376,575 1,116,309 800,336 23,665 Benefits paid to participants of divested divisions (204,120) (611,369) (478,782) (295,279) (182,260) - Benefits, terminations and withdrawals (364,064) (1,061,081) (1,114,593) (792,889) (738,345) (53) Fees on loans to participants - (131) (332) (369) (1,124) - ---------- ---------- ---------- ---------- ---------- -------- Increase (decrease) in net assets available for plan benefits (237,089) (333,940) 782,868 27,772 (121,393) 23,612 Account transfers (382,210) (725,389) 477,111 1,284 (829,916) 152,977 Net assets available for plan benefits: Beginning of year 4,591,208 8,731,713 8,642,050 4,869,677 5,895,459 - ---------- ---------- ---------- ---------- ---------- -------- End of year $3,971,909 $7,672,384 $9,902,029 $4,898,733 $4,944,150 $176,589 ========== ========== ========== ========== ========== ======== Fidelity Fidelity Asset OTC Fidelity Manager Portfolio Contra- Participant Fund Fund Fund Loans Total -------- --------- -------- ----------- ----------- Contributions: Employer $ 18,345 $ 6,893 $ 34,933 $ - $ 1,168,006 Participants 56,187 18,677 98,267 - 3,149,580 Rollover contributions 1,047 3,935 15,888 - 60,879 -------- -------- -------- -------- ----------- Total contributions 75,579 29,505 149,088 - 4,378,465 Net investment income (loss): Interest - - - - 595,755 Interest on loans to participants 31 62 867 - 28,744 Dividends 23,286 9,698 37,503 - 1,608,857 Net appreciation (depreciation) in fair value of investments 2,153 (10,249) (18,203) - (325,880) -------- -------- -------- -------- ----------- Net investment income (loss) 25,470 (489) 20,167 - 1,907,476 -------- -------- -------- -------- ----------- Total contributions and net investment income (loss) 101,049 29,016 169,255 - 6,285,941 Benefits paid to participants of divested divisions - (316) (17,088) - (1,789,214) Benefits, terminations and withdrawals (2,606) (2,495) (9,298) (93,377) (4,178,801) Fees on loans to participants - - - - (1,956) -------- -------- -------- -------- ----------- Increase (decrease) in net assets available for plan benefits 98,443 26,205 142,869 (93,377) 315,970 Account transfers 356,574 112,591 551,228 285,750 - Net assets available for plan benefits: Beginning of year - - - 342,297 33,072,404 -------- -------- -------- -------- ----------- End of year $455,017 $138,796 $694,097 $534,670 $33,388,374 ======== ======== ======== ======== =========== See accompanying notes. 5 9 FURON COMPANY Notes to Financial Statements April 30, 1995 1. Summary of significant accounting policies ------------------------------------------ Basis of presentation --------------------- The accompanying financial statements of the Furon Company Employees' Profit-Sharing-Retirement Plan (the Plan) have been prepared on the accrual basis of accounting. The Plan is a defined contribution profit sharing plan and is sponsored by Furon Company (the Company). Investment valuation -------------------- The Plan values investments in marketable securities at the last reported sale price on the last business day of the Plan's year. Securities not traded on the last business day are valued at the last reported bid price. Money market funds are valued at cost, which approximates market. The Managed Income Portfolio Fund is valued at fair value as determined in good faith by the Trustee. Income tax status ----------------- The Internal Revenue Service has issued a determination letter dated August 9, 1989, indicating that the Plan qualifies in form, under Sections 401(a) of the Internal Revenue Code of 1986, as amended (the Code), and the underlying trust is, therefore, exempt from federal income taxes under Section 501(a) of the Code. The Plan is required to operate in accordance with the Code to maintain its tax qualification. The Administrative Committee (the Committee) of the Plan is not aware of any course of actions or series of events that have occurred which might adversely affect the Plan's qualified status. Contributions ------------- Company contributions are accrued in the period in which they are authorized by the Board of Directors of the Company. Contributions by participants are recorded when payroll deductions are made. Other ----- Purchases and sales of investments are reflected on the trade dates. Gains or losses on sales or distributions of investments are based on average cost. 6 10 FURON COMPANY Notes to Financial Statements (continued) April 30, 1995 2. Contributions and benefits -------------------------- Contributions to the Plan generally made on a monthly basis, can be in the form of: (1) compensation deferral contributions which are withheld from the participant's pay and are limited to 10% of total compensation or the current IRS limitation, whichever is less; (2) voluntary after-tax contributions, also limited to 10% of compensation, which can either be withheld from the participant's pay or contributed directly by the participant; (3) Company primary contributions which are a percentage of total compensation, as defined, as determined by the Board of Directors and (4) Company matching contributions which are a percentage of the participant's compensation deferral contributions as determined by the Board of Directors. Participants are also allowed to make "rollover contributions" from other qualified plans, if such contributions are made in accordance with the Plan document. The following table summarizes amounts contributed by the Company: For the year For the year ended ended April 30, 1995 April 30, 1994 -------------- -------------- Company primary contribution, as a percent of compensation 1% 1% Company matching contribution, as a percent of participant compensation deferral contributions 40% 25% Participants have nine funds in which to invest their contributions and those of the Company. These funds consist of a Managed Income Portfolio Fund, Retirement Government Money Market Portfolio Fund, the Fidelity Puritan Fund, the Fidelity Magellan Fund, the Furon Common Stock Fund, the Fidelity Investment Grade Bond Fund, the Fidelity Asset Manager Fund, the Fidelity Contrafund, and the Fidelity OTC Portfolio Fund. All of these funds except for the Fidelity Magellan Fund, the Fidelity Puritan Fund, the Fidelity Contrafund and the Furon Common Stock Fund are components of other investment trust funds managed by Fidelity. Participant balances are invested at the participant's discretion and may be allocated among all funds. The allocation between funds may be changed at the participants discretion at any time. All amounts allocated to a participant's compensation deferral account, voluntary contribution account and rollover account are fully vested at all times. The matching contribution account is vested April 30 each year. A participant's primary company contribution does not vest until the completion of five years of service at which time the contributions become fully vested. Notwithstanding the above, a participant shall become fully vested upon retirement at age 60 or older, death, permanent disability or plan termination. Participants may request a withdrawal of all or part of their voluntary contributions made prior to December 31, 1986. In addition, participants are entitled to request all or a portion of their salary deferral contributions, or all or part of their voluntary contributions made after December 31, 1987, if it is determined by the Committee that the request meets the IRS defined hardship withdrawal requirements. Such payments to participants are made in a lump sum. 7 11 FURON COMPANY Notes to Financial Statements April 30, 1995 2. Contribution and benefits (continued) ------------------------------------- Separate investment accounts are maintained for each participant and are adjusted on the transaction date as follows: (a) For a pro rata share of income, expenses, and net appreciation (depreciation) in the fair value of investments of each respective Fund on the ratio of each participant's balance to the total of the respective Fund balance as of the date of the previous allocation. (b) For a pro rata share of the Company's primary contribution determined by the percentage which the participant's qualified compensation bears to the total qualified compensation of all participants through the last day of the Plan year. (c) At the Company's discretion unvested forfeitures may be allocated to remaining participants based upon the percentage of the remaining participant's compensation to the total compensation of all participants as described in (b). The amounts forfeited by terminated employees and used to reduce Company contributions for the years ended April 30, 1995 and 1994 were $66,258 and $130,000, respectively. Included in net assets available for plan benefits at April 30, 1995 and 1994 were $120,999 and $86,323, respectively, of terminated participants' nonvested benefits which will be reallocated, at the Company's discretion, to remaining participants or used to reduce future Company contributions. In accordance with the Retirement Equity Act of 1984 (REACT), former participants who return to employment with the Company prior to incurring a five consecutive year break in service, are entitled to have their previously forfeited amounts restored to their individual account. Amounts required to restore such account balances are provided by the Company. No current income tax liability accrues to the participants in connection with the Company's contributions, interest, dividends or capital gains (losses) realized by the Plan. Amounts distributed to the participants are taxable to the participants in accordance with tax laws governing qualified plan distributions. Also included in net assets available for plan benefits were $1,656,166 and $1,783,987 of nondistributed vested benefits related to participants who have terminated or retired from the Company at April 30, 1995 and 1994, respectively. Participants may borrow from their individual accounts, subject to approval of the Committee. The maximum amount which may be borrowed is limited to the lesser of 50% of the vested portion of the participant's account, or $50,000, with a minimum loan amount of $1,000. Generally, loan terms are over a five year period with payments to be made at least quarterly. However, if the loan is for the purchase of the participant's principal residence the Committee may permit the loan to be repaid over a ten year period. The loans bear interest at a fixed rate, established by the Committee, which must be at least equal to the prime rate in effect at the date of loan approval, plus 1%. 8 12 FURON COMPANY Notes to Financial Statements April 30, 1995 3. Net appreciation (depreciation) in fair value of investments ------------------------------------------------------------ Net appreciation (depreciation) in fair value of investments consist of both realized and unrealized gains and losses. Realized gains and losses are measured as the difference between historical cost of investments sold or redeemed during the year and the proceeds received from their redemption. Unrealized gains and losses are measured as the difference in fair market value at the beginning and end of the period as compared to historical cost. 4. Administration of the Plan -------------------------- The Plan is administered by the Committee which is appointed by the Company's Board of Directors. The Trustee of the Plan is Fidelity Management Trust Company. The trust agreement requires that the Trustee hold, administer and distribute the funds of the Plan in accordance with the text of the Plan and the instructions of the Committee. While the Company has not expressed any intent to terminate the Plan, it is free to do so at any time. In the event of such termination, each participant will automatically become fully vested to the extent of the balance in his separate account. The valuation and performance of the Plan's investment funds are subject to changes in market prices and credit risk. The investments held by the Funds, excluding the Furon Company Common Stock Fund, are made at the discretion of the Fund investment managers and are subject to ERISA regulations. In the event of non-performance by other parties, the Plan's exposure to credit loss on investments is limited to the carrying value of such investments. Except for the Furon Company Common Stock Fund, the Committee believes that no significant concentration of credit risk exists within each fund at April 30, 1995. The Company pays all expenses for the Plan incurred in the administration of the Plan. 9 13 FURON COMPANY Notes to Financial Statements April 30, 1995 5. Investments Investments at April 30, 1995 and 1994 are as follows: 1995 1994 ------------------------ -------------------------- Unit, shares Unit, shares or face Fair or face Fair amount value amount value ------------ ----------- ------------ ----------- Investments at fair value: Furon Company Common stock 258,517 $ 5,202,664 260,453 $ 3,971,909 Managed Income Portfolio 7,781,606 7,781,605 7,672,384 7,672,384 Fidelity Magellan Fund 152,569 11,566,255 140,614 9,902,029 Fidelity Puritan Fund 359,522 5,655,288 312,220 4,898,733 Retirement Government Money Market Portfolio 6,071,912 6,071,912 4,944,150 4,944,150 Fidelity Investment Grade Bond Fund 35,601 249,562 24,190 176,589 Fidelity Asset Manager 33,139 475,549 31,337 455,017 Fidelity OTC Portfolio 11,040 290,583 6,061 138,796 Fidelity Contrafund 32,222 1,081,708 22,765 694,097 ----------- ----------- Total investments at fair value $38,375,126 $32,853,704 =========== =========== 10 14 SCHEDULE I FURON COMPANY EMPLOYEES' PROFIT-SHARING-RETIREMENT PLAN ITEM 27a SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES April 30, 1995 Description Units, shares Fair Identity of issue of investment or face amount Cost value ----------------- ------------- -------------- ----------- ---------- Furon Company Common Stock* Common Stock 258,517 $ 3,729,618 $ 5,202,664 Managed Income Portfolio* Commingled Pension Fund 7,781,606 7,781,606 7,781,605 Fidelity Magellan Fund* Mutual Fund 152,569 10,032,889 11,566,255 Fidelity Puritan Fund* Mutual Fund 359,522 5,322,375 5,655,288 Fidelity Retirement Government Money Market Portfolio Fund* Mutual Fund 6,071,912 6,071,912 6,071,912 Fidelity Investment Grade Bond Fund* Mutual Fund 35,601 265,700 249,562 Fidelity Asset Manager* Mutual Fund 33,139 485,302 475,549 Fidelity OTC Portfolio* Mutual Fund 11,040 268,619 290,583 Fidelity Contrafund* Mutual Fund 32,222 1,000,878 1,081,708 ----------- ----------- Total investments in securities $34,958,899 $38,375,126 =========== =========== *Party-in-interest 11 15 SCHEDULE II FURON COMPANY EMPLOYEES' PROFIT-SHARING-RETIREMENT PLAN ITEM 27d SCHEDULE OF REPORTABLE TRANSACTIONS Year ended April 30, 1995 Current Expense value at Identity of Purchase Selling incurred with Cost of transaction party involved Description of asset price price transaction asset sold date Net gain -------------- ---------------------- ---------- ---------- ------------- ---------- ----------- --------- Fidelity Managed Income Investments Portfolio Fund $2,074,287 $ - $ - $ - $2,074,287 $ - Fidelity Managed Income Investments Portfolio Fund - 1,965,065 - 1,965,065 1,965,065 - Fidelity Investments Fidelity Puritan Fund 1,838,922 - - - 1,838,922 - Fidelity Investments Fidelity Puritan Fund - 1,104,843 - 1,093,943 1,104,843 10,900 Fidelity Investments Fidelity Magellan Fund 3,548,218 - - - 3,548,218 - Fidelity Investments Fidelity Magellan Fund - 2,737,543 - 2,716,414 2,737,543 21,129 Fidelity Retirement Government Investments Money Market Portfolio 2,880,425 - - - 2,880,425 - Fidelity Retirement Government Investments Money Market Portfolio - 1,752,664 - 1,752,664 1,752,664 - The above schedule is a listing of transactions in the year ended April 30, 1995 that were greater than 5% of the net assets of the Plan at May 1, 1994. 12 16 SCHEDULE III FURON COMPANY EMPLOYEES' PROFIT-SHARING-RETIREMENT PLAN SCHEDULE OF PARTY-IN-INTEREST TRANSACTIONS Year ended April 30, 1995 A schedule of party-in-interest transactions has not been presented because there were no party-in-interest transactions which are prohibited by ERISA Section 406 and for which there is no statutory or administrative exemption. 13 17 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrative Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. FURON COMPANY EMPLOYEES' PROFIT-SHARING-RETIREMENT PLAN /s/ JOHN V. MAY ----------------------------------------- Chairman of Plan Administrative Committee October 26, 1995 14