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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
/ / Check this box if no longer
subject to Section 16. Form 4
or Form 5 obligations may
continue. See Instruction 1(b).
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(f)
of the Investment Company Act of 1940.
(Print or Type Responses)
1. Name and Address of Reporting Person*
Borden Chemical, Inc. (See Annex A)
(Last) (First) (Middle)
180 East Broad Street
(Street)
Columbus OH 43215
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Spurlock Industries, Inc. OTC BB: SKII
3. IRS or Social Security Number of Reporting Person, if an entity
(Voluntary)
4. Statement for Month/Year
12/98
5. If Amendment, Date of Original (Month/Year)
12/29/98
6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
----- -----
Officer (give title below) Other (specify below)
----- -----
---------
<PAGE>
7. Individual or Joint/Group Filing (Check Applicable Line)
-------- Form filed by One Reporting Person
x
-------- Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
Common Stock, no par value per share
2. Transaction Date (Month/Day/Year)
12/18/98
3. Transaction Code (Instr. 8)
Code J**
V
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Amount - 0
(A) or (D) - N/A
Price - N/A
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
See Annex B
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
I
7. Nature of Indirect Beneficial Ownership (Instr. 4)
See Annex B
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the form is filed by more than one reporting person,
see Instruction 4(b)(v).
** See Annex B
(Over)
SEC 1474 (7-96)
Page 1 of 4
<PAGE>
FORM 4 (continued)
Table II -- Derivative Securities Acquired,
Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options,
convertible securities)
1. Title of Derivative Security (Instr. 3)
2. Conversion or Exercise Price of Derivative Security
3. Transaction Date (Month/Day/Year)
4. Transaction Code (Instr. 8)
Code
V
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
(A)
(D)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable
Expiration Date
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
Title
Amount or Number of Shares
8. Price of Derivative Security (Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Month
(Instr. 4)
10. Ownership Form of Derivative Security:
Direct (D) or Indirect (I) (Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
<PAGE>
Explanation of Responses:
/s/ Lawrence L. Dieker 1-4-99
***Borden Chemical, Inc. Date
by: Lawrence L. Dieker
/s/ Lawrence L. Dieker 1-4-99
SII Acquisition Company Date
by: Lawrence L. Dieker
*** Intentional misstatements or omissions of facts constitute
Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB Number.
Page 2
SEC 1474 (7-96)
Page 2 of 4
Annex A
SII Acquisition Company jointly files this Form 4 with Borden
Chemical, Inc. The address of SII Acquisition Company is also 180 East Broad
Street, Columbus, Ohio 43215.
Page 3 of 4
<PAGE>
<PAGE>
Annex B
Beneficial Ownership is based solely on the provisions of a Voting
Agreement, dated as of December 18, 1998 (the "Voting Agreement"), among
Borden Chemical, Inc., a Delaware corporation, SII Acquisition Company, a
Virginia corporation, and Phillip S. Sumpter and Katherine G. Sumpter, Irvine
R. Spurlock and Harold N. Spurlock, Sr., Spurlock Family Corporation,
Spurlock Family Limited Partnership, Trustees u/a with Harold N. Spurlock,
Sr. and Trustees u/a with Irvine R. Spurlock (the "Stockholders") pursuant to
which among other things, the Stockholders have agreed to vote 3,695,800
shares of common stock of Spurlock Industries, Inc. in favor of the Merger
(as defined in the Agreement and Plan of Merger, dated as of December 18,
1998 (the "Merger Agreement"), among Borden Chemical, Inc., SII Acquisition
Company, and Spurlock Industries, Inc.) and of certain related agreements and
actions and against certain other enumerated related actions or agreements.
Subject to the terms and conditions of the Voting Agreement, the Stockholders
have also agreed, among other things, to restrictions on transfer of their
common stock of Spurlock Industries, Inc., to waive any rights of appraisal
available in the Merger and to take or refrain from taking certain other
actions. A description of the Voting Agreement is contained in the Schedule
13D filed by the Reporting Person with the Securities and Exchange Commission
on December 28, 1998, which is incorporated herein by reference.
Page 4 of 4
