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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 18, 1998
(Date of earliest event reported)
SPURLOCK INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Virginia 000-21133 84-1019856
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
209 West Main Street 23890
Waverly, Virginia (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code:
(804) 834-8980
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Item 5. Other Events.
The press release issued by the Registrant on December 18, 1998 and
attached hereto as Exhibit 99 is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99 Press release issued by the Registrant on December 18, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
SPURLOCK INDUSTRIES, INC.
(Registrant)
Date: December 18, 1998 By: /s/ Phillip S. Sumpter
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Phillip S. Sumpter
Chairman and Chief Executive Officer
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Exhibit Index
Number Document
99 Press release issued by the Registrant on December 18, 1998.
Exhibit 99
SPURLOCK INDUSTRIES, INC.
P.O. BOX 8
WAVERLY, VIRGINIA 23890
Friday, December 18, 1998 CONTACT: Phillip S. Sumpter
FOR IMMEDIATE RELEASE (804) 834-8980
BORDEN CHEMICAL, INC. TO ACQUIRE SPURLOCK INDUSTRIES, INC.
Waverly, Virginia - Spurlock Industries, Inc. announced today that it
has entered into a definitive merger agreement to be acquired by Borden
Chemical, Inc.
The Boards of Directors of both companies have approved the agreement.
The Spurlock family, which controls approximately 55% of the stock of Spurlock
Industries, has agreed to support the acquisition and to vote all of its shares
in favor of the transaction.
The agreed purchase price is approximately $23 million (plus assumption
of approximately $13.5 million in liabilities) or $3.40 per share, subject to
downward adjustment for limited contingencies. Davenport & Company LLC has
provided the Company's Board of Directors with a fairness opinion that supports
the proposed transaction.
Spurlock Industries has manufacturing facilities located in Waverly,
Virginia, Malvern, Arkansas, and Moreau, New York, and has approximately 80
employees. The Company had announced earlier this year that it was exploring a
sale of its business, and that it had engaged Davenport & Company LLC as its
financial advisor.
"Spurlock is a strategic fit with our existing formaldehyde and forest
products businesses," said Joseph M. Saggese, Chairman, President and Chief
Executive Officer for Borden Chemical. "Their manufacturing locations will
enhance our presence on the East Coast and expand our North American
formaldehyde production network. In addition, their resins business is a nice
complement to our existing business and forest products resins."
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Phillip S. Sumpter, Chairman and Chief Executive Officer of Spurlock
Industries, said "We are pleased with the terms of the agreement and believe
that our shareholders, our customers and our employees will benefit from this
transaction."
The acquisition is subject to, among other things, the expiration and
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, the approval of Spurlock Industries
shareholders, and certain other conditions, including the conclusion of the
derivative action pending in the Federal District Court in Colorado. The
Companies said they anticipate closing to occur sometime during the first
quarter of 1999.
Separately, Spurlock Industries announced that it had reached a
settlement with plaintiffs in the derivative litigation. Such settlement is
subject to the approval of the court.
Borden Chemical, Inc., a subsidiary of privately held Borden, Inc., is
a leading global source for formaldehyde, resins, melamine, adhesives, coatings
and other specialty chemicals serving a broad range of markets, including the
forest products, foundry, automotive, construction, composites, electronics and
oilfield industries.
Spurlock Industries, Inc., through its wholly-owned subsidiary,
Spurlock Adhesives, Inc., currently develops, manufactures and markets specialty
thermal-setting resins and formaldehyde for the forest products, building
products and furniture industries.
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NOTE TO EDITORS: Borden Chemical, Inc. is privately held and not affiliated with
Borden Chemicals and Plastics Limited Partnership (NYSE:BCU).
