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
Date of Report (Date of earliest event reported) September 18, 1999
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FURON COMPANY
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(Exact name of registrant as specified in charter)
California 0-8088 95-1947155
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(State or other (Commission (IRS employer
jurisdiction of file number) identification
incorporation) number)
29982 Ivy Glenn Drive, Laguna Niguel, California 92677
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(Address of principal executive offices)
Registrant's telephone number, including area code:
(949) 831-5350
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Not Applicable
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(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
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(b). Information Required by Item 403(c) of Regulation S-K.
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On September 18, 1999, Furon Company, a California corporation (the
"Company"), Norton Company, a Massachusetts corporation ("Parent") which is an
indirect wholly-owned subsidiary of Compagnie de Saint-Gobain, a French
corporation ("Saint-Gobain"), and FCY Acquisition Corporation, a California
corporation and an indirect wholly-owned subsidiary of Parent ("Purchaser"),
entered into an Agreement and Plan of Merger (the "Merger Agreement"), a copy of
which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
The following summary of the Merger Agreement is qualified in its entirety by
reference to the Merger Agreement. The Merger Agreement provides, subject to
certain conditions as described therein, for the commencement of a cash tender
offer (the "Offer") to purchase all of the outstanding shares of the Company's
common stock, without par value, including the associated preferred stock
purchase rights ("Shares"), at a price of $25.50 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase and the related Letter of Transmittal filed by Saint-Gobain, Parent and
Purchaser with the Securities and Exchange Commission on September 24, 1999
(collectively, the "Offer Documents") and, together with the Company's
recommendation of the tender offer, mailed to the Company's shareholders on the
same date. The obligation of Purchaser to accept for payment and pay for Shares
tendered pursuant to the Offer is subject to at least 90% of the outstanding
Shares being validly tendered and certain other conditions that are described in
the Merger Agreement and the Offer Documents. In the event that more than 50%
and less than 90% of Shares then outstanding are tendered pursuant to the Offer
and not withdrawn, Purchaser will, under certain circumstances described in the
Merger Agreement and the Offer Documents, either exercise the Top-Up Stock
Option (as described in the Merger Agreement and the Offer Documents) or reduce
the number of Shares subject to the Offer to a number equal to 49.99% of Shares
then outstanding.
The Merger Agreement provides that, among other things, as soon as
practicable after the consummation of the Offer and the satisfaction or waiver
of the other conditions set forth in the Merger Agreement and in accordance with
the applicable provisions of the California General Corporation Law (the
"CGCL"), Purchaser will be merged with and into the Company (the "Merger"),
whereupon the separate existence of Purchaser will cease and the Company will
continue as the surviving corporation. Upon consummation of the Merger, each
outstanding Share (other than (i) each Share held by the Company as treasury
stock or each Share held by Saint Gobain, Parent or any subsidiary of Saint-
Gobain or Parent, and (ii) any Shares held by any holder who has not voted in
favor of the Merger or consented thereto in writing and who has demanded
appraisal for such Shares in accordance with Chapter 13 of the CGCL) will be
converted into and represent the right to receive $25.50 in cash or any higher
price per Share that may be paid in the Offer, without interest.
On September 19, 1999, Parent and the Company issued a joint press
release announcing the execution of the Merger Agreement. A copy of the press
release is filed herewith as Exhibit 99.1 and is incorporated herein by
reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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2.1 Agreement and Plan of Merger, dated as of September 18, 1999,
among Furon Company, a California corporation, Norton Company,
a Massachusetts corporation, and FCY Acquisition Corporation, a
California corporation and an indirect wholly-owned subsidiary of
Norton Company.
99.1 Joint Press Release, dated September 19, 1999, issued by Furon
Company and Norton Company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FURON COMPANY
/s/ MONTY HOUDESHELL
Date: September 29, 1999 _____________________________
Name: Monty Houdeshell
Title: Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Page
No. Description of Exhibit Number
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2.1 Agreement and Plan of Merger, dated as of
September 18, 1999, among Furon Company,
a California corporation, Norton Company,
a Massachusetts corporation, and FCY
Acquisition Corporation, a California corporation
and an indirect wholly-owned subsidiary of
Norton Company.
99.1 Joint Press Release, dated September 19, 1999,
issued by Furon Company and Norton Company.
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