1 UNITED STATES 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, 1996 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, 1996 and 1995 2-3 Statements of Changes in Net Assets Available for Plan Benefits for the years ended April 30, 1996 and 1995 4-5 Notes to Financial Statements 6-10 Financial Statement Schedules: Assets held for investment purposes at April 30, 1996 11 Reportable transactions for the year ended April 30, 1996 12 4 REPORT OF INDEPENDENT AUDITORS The Administrative Committee Furon Company Employees' Profit- Sharing-Retirement Plan We have audited the accompanying statements of net assets available for plan benefits with fund information of the Furon Company Employees' Profit-Sharing-Retirement Plan (the Plan) as of April 30, 1996 and 1995, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan at April 30, 1996 and 1995, and the changes in net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of April 30, 1996, and reportable transactions for the year then ended, 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 financial statements. The Fund Information in the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. ERNST & YOUNG LLP Orange County, California September 4, 1996 1 5 FURON COMPANY EMPLOYEES' PROFIT-SHARING-RETIREMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS April 30, 1996 Fidelity Retirement Furon Fidelity Government Company Managed Money Common Income Fidelity Fidelity Market Stock Portfolio Magellan Puritan Portfolio Fund Fund Fund Fund Fund ------------ ------------ --------------- ------------- -------------- Assets: Investments, at fair value $5,513,375 $7,462,830 $14,381,812 $7,090,784 $5,806,085 Receivables: Employer's contributions 13,493 19,772 44,878 21,879 21,598 Participants' contributions 27,548 39,512 96,459 47,560 40,059 Dividend receivable 15,209 - - - - Loan receivable - - - - - ------------ ------------ --------------- ------------- -------------- Total receivables 56,250 59,284 141,337 69,439 61,657 ------------ ------------ --------------- ------------- -------------- Net assets available for plan benefits $5,569,625 $7,522,114 $14,523,149 $7,160,223 $5,867,742 ============ ============ =============== ============= ============== Fidelity Investment Fidelity Fidelity Grade Asset OTC Fidelity Bond Manager Portfolio Contra- Participant Fund Fund Fund Fund Loans Total --------------- ------------ ----------- ------------- ------------ ------------- Assets: Investments, at fair value $329,921 $620,527 $854,076 $2,182,343 $ - $44,241,753 Receivables: Employer's contributions 3,171 3,719 4,967 10,384 - 143,861 Participants' contributions 6,306 7,524 11,461 23,600 - 300,029 Dividend receivable - - - - - 15,209 Loan receivable - - - - 792,506 792,506 -------------- ------------ ------------ -------------- ----------- -------------- Total receivables 9,477 11,243 16,428 33,984 792,506 1,251,605 -------------- ------------ ------------ -------------- ----------- -------------- Net assets available for plan benefits $339,398 $631,770 $870,504 $2,216,327 $792,506 $45,493,358 ============== ============ ============ ============== =========== ============== See notes to financial statements. 2 6 FURON COMPANY EMPLOYEES' PROFIT-SHARING-RETIREMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS April 30, 1995 Fidelity Retirement Furon Fidelity Government Company Managed Money Common Income Fidelity Fidelity Market Stock Portfolio Magellan Puritan Portfolio 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 Receivables: Employer's contribution 17,879 24,831 44,011 22,989 22,556 Loan receivable - - - - - ------------ ------------ --------------- ------------- -------------- Total receivables 17,879 24,831 44,011 22,989 22,556 ------------ ------------ --------------- ------------- -------------- Net assets available for plan benefits $5,220,543 $7,806,436 $11,610,266 $5,678,277 $6,094,468 ============ ============ =============== ============= ============== Fidelity Investment Fidelity Fidelity Grade Asset OTC Fidelity Bond Manager Portfolio Contra- Participant Fund Fund Fund Fund Loans Total ------------- ------------ ------------ -------------- ------------ ------------- Assets: Investments, at fair value $249,562 $475,549 $290,583 $1,081,708 $ - $38,375,126 Receivables: Employer's contribution 1,555 3,053 2,323 6,970 - 146,167 Loan receivable - - - - 648,947 648,947 ------------- ------------ ------------ -------------- ----------- -------------- Total receivables 1,555 3,053 2,323 6,970 648,947 795,114 ------------- ------------ ------------ -------------- ----------- -------------- Net assets available for plan benefits $251,117 $478,602 $292,906 $1,088,678 $648,947 $39,170,240 ============= ============ ============ ============== =========== ============== See notes to financial statements. 3 7 FURON COMPANY EMPLOYEES' PROFIT-SHARING-RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS Year ended April 30, 1996 Fidelity Retirement Furon Fidelity Government Fidelity Company Managed Money Investment Common Income Fidelity Fidelity Market Grade Stock Portfolio Magellan Puritan Portfolio Bond Fund Fund Fund Fund Fund Fund ------------ ------------- ------------ ------------- -------------- ------------- Contributions: Employer $ 198,903 $ 270,603 $ 565,779 $ 279,308 $ 25,512 $ 29,452 Participants 398,848 541,073 1,186,136 590,814 527,131 56,935 Rollover contributions 19,692 72,598 61,917 16,819 28,307 13,372 ----------- ----------- ------------ ----------- ----------- --------- Total contributions 617,443 884,274 1,813,832 886,941 580,950 99,759 Net investment income: Interest 1,000 451,533 -- -- 318,236 -- Interest on loans to participants 5,620 8,465 19,544 6,907 6,317 261 Dividends 61,212 -- 816,726 343,999 -- 20,246 Net appreciation (depreciation) in fair value of investments 408,528 -- 1,899,003 726,036 -- (1,050) ----------- ----------- ------------ ----------- ----------- --------- Net investment income 476,360 459,998 2,735,273 1,076,942 324,553 19,457 ----------- ----------- ------------ ----------- ----------- --------- Total contributions and net investment income 1,093,803 1,344,272 4,549,105 1,963,883 905,503 119,216 ----------- ----------- ------------ ----------- ----------- --------- Benefits, terminations and withdrawals (547,568) (986,945) (1,530,553) (647,390) (872,245) (35,781) Fees on loans to participants -- (391) (624) (580) (1,448) (15) ----------- ----------- ------------ ----------- ----------- --------- Increase (decrease) in net assets available for plan benefits 546,235 356,936 3,017,928 1,315,913 31,810 83,420 Interfund transfers (net) (197,153) (641,258) (105,045) 166,033 (258,536) 4,861 Net assets available for plan benefits: Beginning of year 5,220,543 7,806,436 11,610,266 5,678,277 6,094,468 251,117 ----------- ----------- ------------ ----------- ----------- --------- End of year $ 5,569,625 $ 7,522,114 $ 14,523,149 $ 7,160,223 $ 5,867,742 $ 339,398 =========== =========== ============ =========== =========== ========= Fidelity Fidelity Asset OTC Fidelity Manager Portfolio Contra- Participant Fund Fund Fund Loans Total ------------ ------------ ------------- ------------- ------------- Contributions: Employer $ 44,076 $ 49,610 $ 112,005 $ -- $ 1,575,248 Participants 89,396 105,974 244,216 -- 3,740,523 Rollover contributions 14,859 9,240 20,202 -- 257,006 --------- --------- ----------- --------- ------------ Total contributions 148,331 164,824 376,423 -- 5,572,777 Net investment income: Interest -- -- -- -- 770,769 Interest on loans to participants 576 533 2,908 -- 51,131 Dividends 15,892 29,465 216,040 -- 1,503,580 Net appreciation (depreciation) in fair value of investments 58,328 119,440 225,999 -- 3,436,284 --------- --------- ----------- --------- ------------ Net investment income 74,796 149,438 444,947 -- 5,761,764 --------- --------- ----------- --------- ------------ Total contributions and net investment income 223,127 314,262 821,370 -- 11,334,541 --------- --------- ----------- --------- ------------ Benefits, terminations and withdrawals (81,925) (51,546) (156,776) (97,628) (5,008,357) Fees on loans to participants -- (8) -- -- (3,066) --------- --------- ----------- --------- ------------ Increase (decrease) in net assets available for plan benefits 141,202 262,708 664,594 (97,628) 6,323,118 Interfund transfers (net) 11,966 314,890 463,055 241,187 -- Net assets available for plan benefits: Beginning of year 478,602 292,906 1,088,678 648,947 39,170,240 --------- --------- ----------- --------- ------------ End of year $ 631,770 $ 870,504 $ 2,216,327 $ 792,506 $ 45,493,358 ========= ========= =========== ========= ============ See notes to financial statements. 4 8 FURON COMPANY EMPLOYEES' PROFIT-SHARING-RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS Year ended April 30, 1995 Fidelity Retirement Furon Fidelity Government Fidelity Company Managed Money Investment Common Income Fidelity Fidelity Market Grade Stock Portfolio Magellan Puritan Portfolio Bond Fund Fund Fund Fund Fund Fund ------------ ------------- ------------- ------------- -------------- -------------- Contributions: Employer $ 228,607 $ 319,895 $ 531,798 $ 276,079 $ 240,875 $ 18,596 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 648,839 1,065,273 1,608,994 820,258 757,663 54,288 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 1,964,972 1,510,472 2,865,655 1,251,917 1,016,863 64,499 ----------- ----------- ------------ ----------- ----------- --------- 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 1,707,301 190,457 1,855,814 871,699 625,242 52,683 Interfund transfers (net) (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 $ 5,220,543 $ 7,806,436 $ 11,610,266 $ 5,678,277 $ 6,094,468 $ 251,117 =========== =========== ============ =========== =========== ========= Fidelity Fidelity Asset OTC Fidelity Manager Portfolio Contra- Participant Fund Fund Fund Loans Total ------------ ------------ ------------ ------------- ----------- Contributions: Employer $ 40,798 $ 25,068 $ 82,908 $ -- $ 1,764,624 Participants 82,113 48,750 166,193 -- 3,421,187 Rollover contributions 15,860 -- 1,328 -- 232,522 --------- --------- ----------- --------- ------------ Total contributions 138,771 73,818 250,429 -- 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 158,340 106,728 350,133 -- 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 150,864 100,125 284,959 (57,278) 5,781,866 Interfund transfers (net) (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 $ 478,602 $ 292,906 $ 1,088,678 $ 648,947 $ 39,170,240 ========= ========= =========== ========= ============ See notes to financial statements. 5 9 FURON COMPANY Notes to Financial Statements April 30, 1996 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. Certain reclassifications have been made to prior year amounts in order to be consistent with the current year presentation. 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 Fidelity Managed Income Portfolio Fund is valued at fair value as determined in good faith by the Trustee. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Income tax status The Internal Revenue Service has issued a determination letter dated March 1, 1996, 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 action 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 April 30, 1996 2. Administration of the Plan The Plan is administered by a 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 (the 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, 1996. The Company pays all expenses for the Plan incurred in the administration of the Plan. 3. 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 and withheld from the participant's pay; (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, 1996 April 30, 1995 -------------- -------------- Company primary contribution, as a percent of compensation 1% 1% Company matching contribution, as a percent of participant compensation deferral contributions 35% 40% 7 11 FURON COMPANY Notes to Financial Statements April 30, 1996 3. Contribution and benefits (continued) Participants have nine funds in which to invest their contributions and those of the Company. These funds consist of a Fidelity Managed Income Portfolio Fund, Fidelity Retirement Government Money Market Portfolio Fund, the Fidelity Puritan Fund, the Fidelity Magellan Fund, the Furon Company 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 Company 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 participant's 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 through the end of the previous plan year. 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. 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, 1996 and 1995 were $260,004 and $66,258, respectively. Included in net assets available for plan benefits at April 30, 1996 and 1995 were $53,480 and $120,999, 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. 8 12 FURON COMPANY Notes to Financial Statements April 30, 1996 3. Contribution and benefits (continued) 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 $2,649,551 and $1,656,166 of nondistributed vested benefits related to participants who have terminated or retired from the Company at April 30, 1996 and 1995, 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%. 4. Net appreciation (depreciation) in fair value of investments Net appreciation (depreciation) in fair value of investments consists 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. 9 13 FURON COMPANY Notes to Financial Statements April 30, 1996 5. Investments Investments at April 30, 1996 and 1995 are as follows: 1996 1995 ------------------------- ------------------------- Unit, shares Unit, shares or face Fair or face Fair amount value amount value ------------ ----------- ----------- ----------- Investments at fair value: Furon Company Common Stock Fund 253,489 $ 5,513,375 258,517 $ 5,202,664 Fidelity Managed Income Portfolio Fund 7,462,830 7,462,830 7,781,606 7,781,605 Fidelity Magellan Fund 163,281 14,381,812 152,569 11,566,255 Fidelity Puritan Fund 401,744 7,090,784 359,522 5,655,288 Fidelity Retirement Government Money Market Portfolio Fund 5,806,085 5,806,085 6,071,912 6,071,912 Fidelity Investment Grade Bond Fund 46,797 329,921 35,601 249,562 Fidelity Asset Manager Fund 38,447 620,527 33,139 475,549 Fidelity OTC Portfolio Fund 25,594 854,076 11,040 290,583 Fidelity Contrafund 55,502 2,182,343 32,222 1,081,708 ----------- ----------- Total investments at fair value $44,241,753 $38,375,126 =========== =========== 10 14 SCHEDULE I FURON COMPANY EMPLOYEES' PROFIT-SHARING-RETIREMENT PLAN ITEM 27a SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES April 30, 1996 Description Units, shares Fair Identity of issue of investment or face amount Cost value ----------------- ------------- -------------- ---- ----- Furon Company Common Stock Fund * Common Stock 253,489 $ 3,862,493 $ 5,513,375 Fidelity Managed Income Portfolio Fund * Commingled Pension Fund 7,462,830 7,462,830 7,462,830 Fidelity Magellan Fund * Mutual Fund 163,281 11,417,812 14,381,812 Fidelity Puritan Fund * Mutual Fund 401,744 6,159,506 7,090,784 Fidelity Retirement Government Money Market Portfolio Fund * Mutual Fund 5,806,085 5,806,085 5,806,085 Fidelity Investment Grade Bond Fund * Mutual Fund 46,797 347,407 329,921 Fidelity Asset Manager Fund * Mutual Fund 38,447 575,501 620,527 Fidelity OTC Portfolio Fund * Mutual Fund 25,594 725,571 854,076 Fidelity Contrafund * Mutual Fund 55,502 1,916,962 2,182,343 ----------- ---------- Total investments in securities $38,274,167 $44,241,753 =========== =========== *Party-in-interest 11 15 SCHEDULE II FURON COMPANY EMPLOYEES' PROFIT-SHARING-RETIREMENT PLAN ITEM 27d SCHEDULE OF REPORTABLE TRANSACTIONS Year ended April 30, 1996 Expense Identity of Purchase Selling incurred with Cost of party involved Description of asset price price transaction asset sold - ----------------- -------------------- ------------- ------------ --------------- ---------- Category (iii) -- Series of transactions in excess of 5 percent of plan assets. Furon Company Common Stock Fund $1,046,590 $ - $ - $ - Furon Company Common Stock Fund - 1,144,407 - 913,716 Fidelity Managed Income Investments Portfolio Fund 1,776,470 - - - Fidelity Managed Income Investments Portfolio Fund - 2,095,246 - 2,095,246 Fidelity Investments Fidelity Puritan Fund 2,504,728 - - - Fidelity Investments Fidelity Puritan Fund - 1,795,269 - 1,667,597 Fidelity Investments Fidelity Magellan Fund 4,491,415 - - - Fidelity Investments Fidelity Magellan Fund - 3,574,860 - 3,106,491 Fidelity Investments Fidelity Contrafund 1,486,102 - - - Fidelity Investments Fidelity Contrafund - 611,466 - 570,017 Fidelity Retirement Government Investments Money Market Portfolio 3,452,523 - - - Fidelity Retirement Government Investments Money Market Portfolio - 3,718,349 - 3,718,349 Current value at Identity of transaction party involved date Net gain - ----------------- ------------ ---------- Category (iii) -- Series of transactions in excess of 5 percent of plan assets. Furon Company $1,046,590 $ - Furon Company 1,144,407 230,691 Fidelity Investments 1,776,470 - Fidelity Investments 2,095,246 - Fidelity Investments 2,504,728 - Fidelity Investments 1,795,269 127,672 Fidelity Investments 4,491,415 - Fidelity Investments 3,574,860 468,369 Fidelity Investments 1,486,102 - Fidelity Investments 611,466 41,449 Fidelity Investments 3,452,523 - Fidelity Investments 3,718,349 - 12 16 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 15, 1996 13