<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 31, 1995
----------------
FURON COMPANY
----------------------------------------------------------------------------
(Exact name of Registrant as Specified in its Charter)
California 0-8088 95-1947155
----------------------------------------------------------------------------
(State or other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
29982 Ivy Glenn Drive, Laguna Niguel, California 92677
----------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(714) 831-5350
--------------
Not applicable
- ----------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
(a) Financial statements of business acquired
-----------------------------------------
Custom Coating & Laminating Corporation:
Report of Independent Accountants 3
Balance Sheet, January 31, 1995 4
Statement of Income and Retained 5
Earnings for the twelve month
period ended January 31, 1995
Statement of Cash Flows for the 6
twelve month period ended
January 31, 1995
Notes to Financial Statements 7
(b) Pro forma financial information
-------------------------------
Pro Forma Balance Sheet as of January 28, 1995 12
Notes to Pro Forma Balance Sheet
as of January 28, 1995 14
Pro Forma Statement of Income
for the year ended January 28, 1995 15
Notes to Pro Forma Statement of Income
for the year ended January 28, 1995 16
(c) Exhibits
--------
Index to Exhibits 18
23. Consent of Independent Accountants 19
</TABLE>
2
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
March 31, 1995
To the Board of Directors and Stockholders of
Custom Coating and Laminating Corporation
In our opinion, the accompanying balance sheet and the related statements of
income and retained earnings and of cash flows present fairly, in all material
respects, the financial position of Custom Coating and Laminating Corporation
at January 31, 1995, and the results of its operations and its cash flows for
the twelve month period then ended in conformity with generally accepted
accounting principles. These financial statements are the responsibility of
the company's management; our responsibility is to express an opinion on these
financial statements based on our audit. We conducted our audit of these
statements in accordance with generally accepted auditing standards which
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, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.
PRICE WATERHOUSE LLP
3
<PAGE> 4
CUSTOM COATING AND LAMINATING CORPORATION
BALANCE SHEET
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
January 31,
1995
<S> <C>
Assets
Current assets:
Cash and cash equivalents $ 237,000
Accounts receivable, net of allowance for doubtful
accounts of $110,000 2,050,000
Inventories 2,980,000
Prepaid expenses 52,000
Deferred income taxes 27,000
----------
Total current assets 5,346,000
Property, plant and equipment, net 2,392,000
----------
$7,738,000
==========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses $1,889,000
Accrued payroll and employee benefits 385,000
Current portion of long-term debt 87,000
Income taxes payable 167,000
----------
Total current liabilities 2,528,000
----------
Long-term debt 369,000
----------
Deferred income taxes 22,000
----------
Commitments and contingencies (Notes 9 and 10)
Stockholders' equity:
Class A Common Stock, voting, no par value;
3,750 shares authorized; 1,200 shares issued and
outstanding 15,000
Class B Common Stock, non-voting, no par value;
3,750 shares authorized; 1,200 shares issued and
outstanding 15,000
Retained earnings 4,789,000
----------
Total stockholders' equity 4,819,000
----------
$7,738,000
==========
</TABLE>
The accompanying notes are an integral part
of these financial statements.
4
<PAGE> 5
CUSTOM COATING AND LAMINATING CORPORATION
STATEMENT OF INCOME AND RETAINED EARNINGS
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the twelve
month period ended
January 31, 1995
<S> <C>
Net sales $24,017,000
Cost of goods sold 17,629,000
-----------
Gross profit 6,388,000
Sales and marketing expenses 1,280,000
General and administrative expenses 1,551,000
Research and development expenses 275,000
-----------
Income from operations 3,282,000
Interest income 87,000
Interest and other expenses (128,000)
-----------
Income before provision for state
income taxes 3,241,000
Provision for state income taxes 182,000
-----------
Net income 3,059,000
Retained earnings, January 31, 1994 5,471,000
Distributions to stockholders (3,741,000)
-----------
Retained earnings, January 31, 1995 $ 4,789,000
===========
</TABLE>
The accompanying notes are an integral part
of these financial statements.
5
<PAGE> 6
CUSTOM COATING AND LAMINATING CORPORATION
STATEMENT OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the twelve
month period ended
January 31, 1995
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $3,059,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation of property, plant and equipment 305,000
Writedown of net book value of property, plant
and equipment 15,000
Changes in operating assets and liabilities:
Decrease in accounts receivable 163,000
Increase in inventories (423,000)
Decrease in prepaid expenses and other assets 29,000
Decrease in refundable income taxes 42,000
Increase in income taxes payable 167,000
Increase in deferred income taxes (5,000)
Increase in accounts payable and accrued expenses 370,000
Increase in accrued payroll and employee benefits 91,000
----------
Net cash provided by operating activities 3,813,000
----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (412,000)
----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of revolving line of credit (1,000,000)
Principal payments on long-term debt (87,000)
Distributions to stockholders (3,741,000)
----------
Net cash used for financing activities (4,828,000)
----------
Decrease in cash and cash equivalents (1,427,000)
Cash and cash equivalents at January 31, 1994 1,664,000
----------
Cash and cash equivalents at January 31, 1995 $ 237,000
==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest $ 92,000
Cash refunds received for income taxes $ 22,000
</TABLE>
The accompanying notes are an integral part
of these financial statements.
6
<PAGE> 7
CUSTOM COATING AND LAMINATING CORPORATION
NOTES TO FINANCIAL STATEMENTS
- -----------------------------------------------------------------------------
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS
Custom Coating and Laminating Corporation (the "Company") was organized
under the laws of the Commonwealth of Massachusetts and is engaged in
the coating, laminating and conversion of plastics and other products.
REVENUE RECOGNITION
Revenue is recognized when goods are shipped.
RESEARCH AND DEVELOPMENT
Research, engineering and product development costs are expensed as
incurred.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid debt instruments purchased with
a maturity of three months or less to be cash equivalents.
INVENTORIES
Inventories are stated at the lower of cost or market, cost being
determined on the first-in, first-out ("FIFO") basis.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost and depreciated using
the straight-line method over their estimated useful lives.
INCOME TAXES
For income tax purposes, the Company reports income and expenses on the
accrual method of accounting. Since the Company is an S Corporation,
the stockholders are required to report their respective shares of the
Company's taxable income or loss in their individual federal income tax
returns and are personally liable for any related taxes thereon.
Accordingly, no provision for federal income taxes is made in the
financial statements of the Company.
The Company accounts for Massachusetts state income taxes in accordance
with Statement of Financial Accounting Standards No. 109 (FAS 109),
"Accounting for Income Taxes". The asset and liability approach of FAS
109 requires the recognition of deferred tax liabilities and assets for
the expected future tax consequences attributable to differences
between the financial statement carrying amounts and the tax bases of
existing assets and liabilities. Under FAS 109, the benefit associated
with future deductible temporary differences and operating loss or
credit carryforwards is recognized if it is more likely than not that a
benefit will be realized. Deferred tax expense (benefit) represents
the change in the net deferred tax asset or liability balance.
7
<PAGE> 8
CUSTOM COATING AND LAMINATING CORPORATION
NOTES TO FINANCIAL STATEMENTS
- -----------------------------------------------------------------------------
CONCENTRATION OF CREDIT RISK
One individual customer accounted for greater than 10% of sales during
the twelve month period ended January 31, 1995. Net trade receivables
due from this customer amounted to $111,000 at January 31, 1995.
Management believes its credit policies are prudent and reflect normal
industry terms and business risks, and that the Company is not subject
to any unusual risks other than the normal credit risk attendant to
operating its business. The Company's net trade receivables are
considered to be recorded at fair market value at January 31, 1995, as
are its trade accounts payable and accrued expenses.
2. INVENTORIES
Inventories are summarized as follows:
<TABLE>
<CAPTION>
January 31,
1995
<S> <C>
Raw materials $1,174,000
Work-in-process 494,000
Finished goods 1,312,000
----------
$2,980,000
==========
</TABLE>
3. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are summarized as follows:
<TABLE>
<CAPTION>
USEFUL LIFE JANUARY 31,
IN YEARS 1995
<S> <C> <C>
Land --- $ 140,000
Building and improvements 25-40 1,450,000
Leasehold improvements 25-40 140,000
Manufacturing equipment 5-15 2,289,000
Computer equipment 3-5 219,000
Office equipment 5-10 408,000
----------
4,646,000
Less - accumulated depreciation 2,254,000
----------
$2,392,000
==========
</TABLE>
8
<PAGE> 9
CUSTOM COATING AND LAMINATING CORPORATION
NOTES TO FINANCIAL STATEMENTS
- -----------------------------------------------------------------------------
4. REVOLVING LINE OF CREDIT
The Company has an unsecured revolving line of credit agreement with a
bank, expiring during May 1995, under which it can borrow up to
$1,500,000, including letters of credit. Borrowings bear interest at
the bank's prime rate (8.5% at January 31, 1995) with interest payable
monthly. An additional annual loan fee of 1.25% is charged on letters
of credit.
Under the terms of the line of credit agreement, the Company is
required to comply with certain covenant requirements and to maintain
certain financial ratios, including maintaining a tangible net worth of
$5,250,000. The Company is in violation of this tangible net worth
covenant at January 31, 1995. However, there are no amounts
outstanding under this agreement at January 31, 1995.
5. LONG-TERM DEBT
Long-term debt consists of the following:
<TABLE>
<CAPTION>
January 31,
1995
<S> <C>
Mortgage note payable $456,000
Less - current portion 87,000
--------
$369,000
========
</TABLE>
The mortgage note is payable to a bank at 0.5% below the bank's
Corporate Base Rate (effective rate of 8% at January 31, 1995). The
principal is payable in monthly installments of $7,222, plus interest,
through February 1996, at which time the remaining principal plus
accrued interest is payable in one final installment. The note is
collateralized by a mortgage on real estate and other assets of the
Company and is subject to a cross guarantee agreement with an affiliate
(Note 9). Under the terms of the note agreement, the Company is
required to comply with certain covenants and to maintain a net worth
of $2,000,000. The note agreement also requires that the Company
maintains a demand deposit account with the bank equivalent to 5% of
the principal balance outstanding. In the event that the Company fails
to maintain the demand deposit account, the interest rate on the note
will revert to the bank's Corporate Base Rate.
This mortgage note was repaid in conjunction with the acquisition of
the Company by Furon Company (see Note 11).
9
<PAGE> 10
CUSTOM COATING AND LAMINATING CORPORATION
NOTES TO FINANCIAL STATEMENTS
- -----------------------------------------------------------------------------
6. COMMON STOCK
The Company and its stockholders are parties to a stock purchase
agreement which is effective upon death or disability of a stockholder.
The terms of the agreement require the Company to buy from the
stockholder or the stockholder's estate, all of the shares owned by the
stockholder at that time. The purchase price per share is the greater
of the net book value per share, as defined in the agreement, or five
times the average net income per share for the five fiscal years
preceding the purchase.
7. INCOME TAXES
The provision (benefit) for state income taxes is summarized as follows:
<TABLE>
<CAPTION>
FOR THE TWELVE
MONTH PERIOD ENDED
JANUARY 31, 1995
<S> <C>
Current $187,000
Deferred (5,000)
--------
$182,000
========
</TABLE>
The Company has gross deferred tax assets and liabilities of $27,000
and $22,000, respectively, at January 31, 1995. The principal
components of the deferred tax balances are temporary differences
resulting from certain transactions recognized in different periods for
financial reporting and tax purposes. These temporary differences
relate primarily to depreciation, inventory valuation and reserves.
The Company's effective tax rate differs from the statutory tax rate
for an S Corporation in Massachusetts primarily due to excise taxes on
tangible property.
8. INCENTIVE COMPENSATION PLAN AND PROFIT SHARING PLAN
The Company had an Incentive Compensation Plan, based on the Company's
results, and a Profit Sharing Plan, both of which were discretionary.
Accrued liabilities of $90,000 under the Profit Sharing Plan were
recorded in the balance sheet at January 31, 1995. No further
contributions accrued to these plans subsequent to December 31, 1994.
During the twelve month period ended January 31, 1995, the Company also
paid special bonuses totaling approximately $551,000 to certain
management personnel.
10
<PAGE> 11
CUSTOM COATING AND LAMINATING CORPORATION
NOTES TO FINANCIAL STATEMENTS
- -----------------------------------------------------------------------------
9. RELATED PARTIES
The Company leases certain office and production facilities from an
affiliate. During the twelve month period ended January 31, 1995, the
Company paid the affiliate $293,000 for rental of these facilities.
The affiliate financed the purchase of these facilities through a
mortgage with a bank. Under the terms of a cross guarantee agreement
with the affiliate, the Company was jointly and severally liable with
the affiliate for the repayment of amounts due to the bank. This
mortgage was repaid in full during the twelve month period ended
January 31, 1995.
This lease agreement was terminated in conjunction with the acquisition
of the Company by Furon Company (see Note 11).
Certain Company-owned property is located, free of charge, on land
owned by the affiliate.
10. COMMITMENTS AND CONTINGENCIES
LITIGATION
The Company has been named as a participant in the clean-up of a
solvent recovery and disposal site designated as a "Superfund" location
by the Environmental Protection Agency. The Company was a relatively
small contributor to this site, and the clean-up also involves 255
other entities. The clean-up process is anticipated to occur over
several years. As such, the Company's exposure to loss cannot be
reasonably determined at January 31, 1995.
The Company is also a defendant in various other legal actions in the
normal course of business. In the opinion of the Company's management
(based in part on the advice of outside counsel), the resolution of
these actions will not have a material adverse effect on the Company's
financial position or results of operations and cash flows.
11. SUBSEQUENT EVENT
Effective on the close of business on January 31, 1995, all of the
assets and liabilities of the Company, together with those of the
affiliate (see Note 9), were acquired by Furon Company. In conjunction
with this acquisition, the Company's mortgage note (see Note 6) was
repaid and the lease with the affiliate was terminated.
11
<PAGE> 12
FURON COMPANY AND CUSTOM COATING & LAMINATING CORPORATION
PRO FORMA BALANCE SHEET
AS OF JANUARY 28, 1995
(IN THOUSANDS)
The following unaudited pro forma balance sheet reflects the purchase of
certain assets of Custom Coating & Laminating Corporation ("CC&L") effective
January 31, 1995 by Furon Company. The statement combines the audited
consolidated balance sheet of Furon Company at January 28, 1995, and the
audited balance sheet of CC&L at January 31, 1995 as if the business
combination, which was accounted for as a purchase, was completed as of January
28, 1995.
<TABLE>
<CAPTION>
Furon Company CC&L
January 28, January 31, Adjustments
1995 1995 Debit (Credit) Pro forma
------------ ----------- -------------- ---------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash $ 6,475 $ 237 $(6,000) B $ 712
Accounts receivable 48,955 2,050 51,005
Inventories 31,197 2,980 34,177
(142) C
Other current assets 15,058 79 (27) A 14,968
-------- ------ -------- --------
Total current assets 101,685 5,346 (6,169) 100,862
Property, plant and equipment:
Land 456 140 400 B 996
Buildings and leasehold improvements 13,868 1,590 3,000 B 18,458
Machinery and equipment 99,718 2,916 102,634
-------- ------ ------- --------
114,042 4,646 3,400 122,088
Less: accumulated depreciation (61,981) (2,254) 2,254 B (61,981)
-------- ------ ------- --------
Net property, plant and equipment 52,061 2,392 5,654 60,107
142 C
Intangible assets 17,953 - 12,909 B 31,004
Other assets 8,174 - 8,174
-------- ------ ------- --------
Total assets $179,873 $7,738 $12,536 $200,147
======== ====== ======= ========
</TABLE>
See accompanying notes to pro forma balance sheet.
12
<PAGE> 13
FURON COMPANY AND CUSTOM COATING & LAMINATING CORPORATION
PRO FORMA BALANCE SHEET (CONTINUED)
AS OF JANUARY 28, 1995
(IN THOUSANDS)
<TABLE>
<CAPTION>
Furon Company CC&L
January 28, January 31, Adjustments
1995 1995 Debit (Credit) Pro forma
------------- ----------- -------------- ---------
<S> <C> <C> <C> <C>
LIABILITIES AND STOCKHOLDERS'
EQUITY:
Current liabilities:
Accounts payable $ 19,093 $1,889 $ $ 20,982
Salaries, wages and benefits payable 10,508 385 10,893
Current portion of long-term debt 8,004 87 87 A 8,004
Other current liabilities 9,355 167 167 A 9,355
-------- ------ -------- --------
Total current liabilities 46,960 2,528 254 49,234
369 A
Long-term debt 12,752 369 (18,000) B 30,752
Other noncurrent liabilities 28,562 22 22 A 28,562
Stockholders' equity:
Common stock 36,280 30 30 B 36,280
Foreign currency translation 419 - 419
Unearned ESOP shares (3,112) - (3,112)
Unearned compensation (885) - (885)
Additional pension liability (379) - (379)
(618) A
Retained earnings 59,276 4,789 5,407 B 59,276
-------- ------ -------- --------
Total stockholders' equity 91,599 4,819 4,819 91,599
-------- ------ -------- --------
Total liabilities and stockholders'
equity $179,873 $7,738 $(12,536) $200,147
======== ====== ======== ========
</TABLE>
See accompanying notes to pro forma balance sheet.
13
<PAGE> 14
FURON COMPANY AND CUSTOM COATING & LAMINATING CORPORATION
NOTES TO PRO FORMA BALANCE SHEET
AS OF JANUARY 28, 1995
The pro forma balance sheet adjustments assume that the $24 million purchase
price was paid with $18 million of proceeds financed from long-term bank
borrowings and $6 million of available cash on hand. The purchase price
includes $1.4 million held in escrow to satisfy any claims for indemnification
as defined in the Asset Purchase Agreement. Contingent earn-out payments
aggregating up to $4 million which may be made to CC&L over the next three
fiscal years have not been reflected in the pro forma balance sheet.
A. Elimination of assets not purchased and liabilities not assumed by Furon
Company including a mortgage note payable, deferred income tax assets,
deferred income tax liabilities, and income taxes payable.
B. Allocation of the purchase price based upon management's best estimate of
the fair market value of tangible and intangible assets.
<TABLE>
<CAPTION>
Adjustments (in thousands)
-----------------------------
Debit Credit
--------- ----------
<S> <C> <C>
Cash $ $ 6,000
Long-term debt 18,000
Land 400
Buildings and leasehold improvements 3,000
Accumulated depreciation 2,254
Intangible assets 12,909
Common stock 30
Retained earnings 5,407
</TABLE>
C. Reclassification of acquisition costs incurred by Furon.
14
<PAGE> 15
FURON COMPANY AND CUSTOM COATING & LAMINATING CORPORATION
PRO FORMA STATEMENT OF INCOME
FOR THE YEAR ENDED JANUARY 28, 1995
(IN THOUSANDS EXCEPT PER SHARE AND SHARE AMOUNTS)
The following unaudited pro forma statement of income reflects the purchase of
certain assets of Custom Coating & Laminating Corporation ("CC&L") as if the
purchase were consummated on January 29, 1994. This statement combines the
audited consolidated statement of income of Furon Company for the year ended
January 28, 1995 and the audited statement of income of CC&L for the twelve
month period ended January 31, 1995. Pro forma information is provided for
comparative purposes, is not necessarily an indication of actual results that
would have been achieved had the purchase been consummated at January 29, 1994,
and may not be indicative of future results.
<TABLE>
<CAPTION>
Furon Company CC&L
year ended year ended
January 28, January 31, Adjustments
1995 1995 Debit (Credit) Pro forma
------------- ----------- -------------- ----------
<S> <C> <C> <C>
Net sales $ 312,060 $24,017 $ $ 336,077
(568) B
Cost of sales 217,827 17,629 100 A 234,988
---------- ------- ------ ----------
Gross profit 94,233 6,388 (468) 101,089
Selling, general and administrative 522 A
expenses 77,368 3,106 (551) C 80,445
Other (income), net (3,126) (51) 267 E (2,910)
Interest expense 2,394 92 844 D 3,330
---------- ------- ------ ----------
Income before taxes 17,597 3,241 614 20,224
(182) F
Provision for income taxes 6,159 182 919 F 7,078
---------- ------- ------ ----------
Net income $ 11,438 $ 3,059 $1,351 $ 13,146
========== ======= ====== ==========
Earnings per share:
Primary $ 1.27 $ 1.46
========== ==========
Fully diluted $ 1.27 $ 1.46
========== ==========
Weighted average number of
shares outstanding:
Primary 8,992,926 8,992,926
Fully diluted 8,992,926 8,992,926
</TABLE>
See accompanying notes to pro forma statement of income.
15
<PAGE> 16
FURON COMPANY AND CUSTOM COATING & LAMINATING CORPORATION
NOTES TO PRO FORMA STATEMENT OF INCOME
FOR THE YEAR ENDED JANUARY 28, 1995
The pro forma statement of income for the year ended January 28, 1995 gives
effect to the following adjustments:
A. Net increased depreciation and amortization expenses resulting from the
step-up of tangible and intangible assets to fair market value. Based on
management's best estimate, the estimated useful lives of these assets
are as follows:
<TABLE>
<CAPTION>
Years of Life
-------------
<S> <C>
Buildings 30
Machinery and equipment 3-12
Intangible assets 25
</TABLE>
B. Elimination of $293,000 rental expense for land and buildings previously
owned by a related party of CC&L which were purchased by Furon, and
elimination of $275,000 of special bonuses paid to stockholders of CC&L.
C. Elimination of special bonuses paid by CC&L to key managers.
D. $936,000 additional interest expense based on $18 million of additional
borrowing under Furon's revolving credit facility (based on 3 month LIBOR
rates ranging from 4.05% to 6.35% during the period), net of $92,000
mortgage interest incurred by CC&L (mortgage not assumed by Furon).
E. Reduction in interest income on short-term investments based on $6
million of cash used in the acquisition at 4.45%.
F. Elimination of state income taxes payable by CC&L (an S Corporation), and
provision of income taxes payable by Furon on the pro forma adjusted
income before taxes of CC&L (at Furon's effective tax rate.)
In January 1995, two major customers discontinued purchasing certain products
from CC&L. Total sales to these customers, when combined, accounted for $11
million in sales (and $3.8 million gross profit), the majority of which related
to the discontinued products, in the twelve month period ended January 28,
1995. Since these events are unrelated to the acquisition of CC&L by Furon, no
adjustment has been made to the accompanying pro forma income statement.
16
<PAGE> 17
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 hereunto duly authorized.
FURON COMPANY,
a California corporation
Date: April 12, 1995 By: /S/ MONTY A. HOUDESHELL
------------------------
Name: Monty A. Houdeshell
Title: Vice President, Chief
Financial Officer and
Treasurer
17
<PAGE> 18
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Page
Number
------
<S> <C> <C>
23 Consent of Independent Accountants 19
</TABLE>
18
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the use in this Form 8-K of our report dated March 31,
1995, relating to the balance sheet as of January 31, 1995 of Custom Coating
and Laminating Corporation and the related statements of income and retained
earnings and cash flows for the twelve month period ended January 31, 1995
which appear in this Form 8-K.
PRICE WATERHOUSE LLP
19
