UNITED STATES
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 (Date of earliest event reported) May 12, 1999
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SPURLOCK INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
Virginia 000-21133 84-1019856
(State of (Commission File Number) (I.R.S. Employer
incorporation) Identification Number)
125 Bank Street, Waverly, Virginia 23890
(Address of Registrant's principal executive office)
804-834-8980
(Registrant's telephone number)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
As previously reported in the Registrant's Current Report on Form 8-K,
dated December 18, 1998, the Registrant entered into an Agreement and Plan of
Merger, dated December 18, 1998, and amended as of January 25, 1999, with
Borden Chemical, Inc. ("Borden Chemical") and SII Acquisition Company
("Acquisition") with respect to the merger (the "Merger") of Acquisition and
the Registrant.
The shareholders of the Registrant, at a meeting held on May 10, 1999,
approved the Merger.
The Merger was consummated on May 12, 1999, at which time Acquisition
merged with and into the Registrant, and the Registrant became a wholly-owned
subsidiary of Borden Chemical. Each share of the Registrant's no par value
Common Stock outstanding immediately prior to the consummation of the Merger
will be exchanged for $3.40 in cash. Please see the press release attached
hereto as Exhibit 99.
The amount of funds used in connection with the Merger consisted of
$23,153,873 in cash. The funds used in connection with the Merger were
obtained as a loan from Borden, Inc., the parent company of Borden Chemical.
Effective as of the consummation of the Merger, each director of
the registrant resigned. Pursuant to the Merger Agreement, Michael Ducey
and James Stevning, who were previously the directors of Acquisition,
because directors of the Registrant, effective as of the consummation of the
Manager.
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ITEM 5. OTHER EVENTS
1. Following the Merger, the Common Stock of Spurlock Industries,
Inc. was removed from the NASD's over-the-counter bulletin board.
2. On May 12, 1999, in connection with the Merger, the following
persons were appointed officers and directors of the Registrant:
Name Office
Michael Ducey President, Director
James Stevning Director
John Russ Vice President
Raymond Caldwell Vice President
E. H. Inbusch Treasurer
Edward Bower Assistant Treasurer
Lawrence Dieker Secretary
Ellen Berndt Assistant Secretary
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
Exhibit Number Title
99 Press Release
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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.
SPURLOCK INDUSTRIES, INC.
By: /s/ Lawrence Dieker
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Secretary
Date: May 13, 1999
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Exhibit Index
Exhibit Number Title
99 Press Release
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Exhibit 99
FOR IMMEDIATE RELEASE Contact:
Date: May 12 Peter F. Loscocco
Borden Chemical, Inc.
614/225-4127
Borden Chemical, Inc. Acquires Spurlock Industries
COLUMBUS, OHIO - May 12 - Borden Chemical, Inc. announced today that it
has completed the acquisition of formaldehyde and resins producer Spurlock
Industries, Inc.
Through the transaction, Borden Chemical adds Spurlock's manufacturing
facilities located in Waverly, VA., Malvern, Ark., and Moreau, N.Y. to its
growing network of formaldehyde and resins plants. Spurlock's more than 70
employees also are joining Borden Chemical. Spurlock Industries generated
1998 sales of $27.7 million.
The purchase price was $23 million. In addition, Borden Chemical has
assumed approximately $12 million in debt.
"Spurlock represents a nice extension of our existing formaldehyde and
forest products business," said Michael E. Ducey president and chief
executive officer for Borden Chemical. "In addition, their plant locations
expand our growing North American network of formaldehyde and resin
production sites."
Borden Chemical, Inc., a subsidiary of privately held Borden, Inc., is a
leading global source for formaldehyde, resins, melamine, coatings and other
adhesive products serving a broad range of markets including the forest
products, foundry, automotive, construction, composites, electronics and
oilfield 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). Please
do not run under the BCU symbol.
180 East Broad Street, Columbus, Ohio 43215-3799 -Telephone 614-225-4000
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