<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended April 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________________to
Commission file number 0-8088
FURON COMPANY EMPLOYEES' PROFIT-SHARING-RETIREMENT PLAN
(Title of the plan)
FURON COMPANY
29982 Ivy Glenn Drive
Laguna Niguel, California 92677
(Name and address of principal executive office
of the issuer of the securities held pursuant to the plan)
<PAGE> 2
FURON COMPANY
EMPLOYEES' PROFIT-SHARING-RETIREMENT PLAN
ITEM 1. Not applicable.
ITEM 2. Not applicable.
ITEM 3. Not applicable.
ITEM 4. Financial statements and exhibits
(a) Financial statements:
Financial Statements and Financial Statement
Schedules prepared in accordance with the financial
reporting requirements of ERISA filed hereunder are
listed in the Index to Financial Statements and
Financial Statement Schedules, in lieu of the
requirements of Items 1 through 3 above.
(b) Exhibits:
23 Consent of Independent Auditors
<PAGE> 3
FURON COMPANY
EMPLOYEES' PROFIT-SHARING-RETIREMENT PLAN
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES (ITEM 4(a))
<TABLE>
<CAPTION>
Page
<S> <C>
Report of Independent Auditors 1
Financial Statements:
Statements of Net Assets Available for Plan Benefits
at April 30, 1996 and 1995 2-3
Statements of Changes in Net Assets Available for Plan Benefits for
the years ended April 30, 1996 and 1995 4-5
Notes to Financial Statements 6-10
Financial Statement Schedules:
Assets held for investment purposes at April 30, 1996 11
Reportable transactions for the year ended April 30, 1996 12
</TABLE>
<PAGE> 4
REPORT OF INDEPENDENT AUDITORS
The Administrative Committee
Furon Company Employees' Profit-
Sharing-Retirement Plan
We have audited the accompanying statements of net assets available for plan
benefits with fund information of the Furon Company Employees'
Profit-Sharing-Retirement Plan (the Plan) as of April 30, 1996 and 1995, and the
related statements of changes in net assets available for plan benefits for the
years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan at
April 30, 1996 and 1995, and the changes in net assets available for plan
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of April 30, 1996, and reportable transactions
for the year then ended, are presented for purposes of complying with the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974, and are not a required part
of the financial statements. The Fund Information in the statement of net assets
available for plan benefits and the statement of changes in net assets available
for plan benefits is presented for purposes of additional analysis rather than
to present the net assets available for plan benefits and changes in net assets
available for plan benefits of each fund. The supplemental schedules and Fund
Information have been subjected to the auditing procedures applied in our audits
of the financial statements and, in our opinion, are fairly stated in all
material respects in relation to the financial statements taken as a whole.
ERNST & YOUNG LLP
Orange County, California
September 4, 1996
1
<PAGE> 5
FURON COMPANY
EMPLOYEES' PROFIT-SHARING-RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
April 30, 1996
<TABLE>
<CAPTION>
Fidelity
Retirement
Furon Fidelity Government
Company Managed Money
Common Income Fidelity Fidelity Market
Stock Portfolio Magellan Puritan Portfolio
Fund Fund Fund Fund Fund
------------ ------------ --------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value $5,513,375 $7,462,830 $14,381,812 $7,090,784 $5,806,085
Receivables:
Employer's contributions 13,493 19,772 44,878 21,879 21,598
Participants' contributions 27,548 39,512 96,459 47,560 40,059
Dividend receivable 15,209 - - - -
Loan receivable - - - - -
------------ ------------ --------------- ------------- --------------
Total receivables 56,250 59,284 141,337 69,439 61,657
------------ ------------ --------------- ------------- --------------
Net assets available
for plan benefits $5,569,625 $7,522,114 $14,523,149 $7,160,223 $5,867,742
============ ============ =============== ============= ==============
<CAPTION>
Fidelity
Investment Fidelity Fidelity
Grade Asset OTC Fidelity
Bond Manager Portfolio Contra- Participant
Fund Fund Fund Fund Loans Total
--------------- ------------ ----------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value $329,921 $620,527 $854,076 $2,182,343 $ - $44,241,753
Receivables:
Employer's contributions 3,171 3,719 4,967 10,384 - 143,861
Participants' contributions 6,306 7,524 11,461 23,600 - 300,029
Dividend receivable - - - - - 15,209
Loan receivable - - - - 792,506 792,506
-------------- ------------ ------------ -------------- ----------- --------------
Total receivables 9,477 11,243 16,428 33,984 792,506 1,251,605
-------------- ------------ ------------ -------------- ----------- --------------
Net assets available
for plan benefits $339,398 $631,770 $870,504 $2,216,327 $792,506 $45,493,358
============== ============ ============ ============== =========== ==============
</TABLE>
See notes to financial statements.
2
<PAGE> 6
FURON COMPANY
EMPLOYEES' PROFIT-SHARING-RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
April 30, 1995
<TABLE>
<CAPTION>
Fidelity
Retirement
Furon Fidelity Government
Company Managed Money
Common Income Fidelity Fidelity Market
Stock Portfolio Magellan Puritan Portfolio
Fund Fund Fund Fund Fund
------------ ------------ --------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value $5,202,664 $7,781,605 $11,566,255 $5,655,288 $6,071,912
Receivables:
Employer's contribution 17,879 24,831 44,011 22,989 22,556
Loan receivable - - - - -
------------ ------------ --------------- ------------- --------------
Total receivables 17,879 24,831 44,011 22,989 22,556
------------ ------------ --------------- ------------- --------------
Net assets available
for plan benefits $5,220,543 $7,806,436 $11,610,266 $5,678,277 $6,094,468
============ ============ =============== ============= ==============
<CAPTION>
Fidelity
Investment Fidelity Fidelity
Grade Asset OTC Fidelity
Bond Manager Portfolio Contra- Participant
Fund Fund Fund Fund Loans Total
------------- ------------ ------------ -------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value $249,562 $475,549 $290,583 $1,081,708 $ - $38,375,126
Receivables:
Employer's contribution 1,555 3,053 2,323 6,970 - 146,167
Loan receivable - - - - 648,947 648,947
------------- ------------ ------------ -------------- ----------- --------------
Total receivables 1,555 3,053 2,323 6,970 648,947 795,114
------------- ------------ ------------ -------------- ----------- --------------
Net assets available
for plan benefits $251,117 $478,602 $292,906 $1,088,678 $648,947 $39,170,240
============= ============ ============ ============== =========== ==============
</TABLE>
See notes to financial statements.
3
<PAGE> 7
FURON COMPANY
EMPLOYEES' PROFIT-SHARING-RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year ended April 30, 1996
<TABLE>
<CAPTION>
Fidelity
Retirement
Furon Fidelity Government Fidelity
Company Managed Money Investment
Common Income Fidelity Fidelity Market Grade
Stock Portfolio Magellan Puritan Portfolio Bond
Fund Fund Fund Fund Fund Fund
------------ ------------- ------------ ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Contributions:
Employer $ 198,903 $ 270,603 $ 565,779 $ 279,308 $ 25,512 $ 29,452
Participants 398,848 541,073 1,186,136 590,814 527,131 56,935
Rollover contributions 19,692 72,598 61,917 16,819 28,307 13,372
----------- ----------- ------------ ----------- ----------- ---------
Total contributions 617,443 884,274 1,813,832 886,941 580,950 99,759
Net investment income:
Interest 1,000 451,533 -- -- 318,236 --
Interest on loans to
participants 5,620 8,465 19,544 6,907 6,317 261
Dividends 61,212 -- 816,726 343,999 -- 20,246
Net appreciation
(depreciation) in fair
value of investments 408,528 -- 1,899,003 726,036 -- (1,050)
----------- ----------- ------------ ----------- ----------- ---------
Net investment income 476,360 459,998 2,735,273 1,076,942 324,553 19,457
----------- ----------- ------------ ----------- ----------- ---------
Total contributions and net
investment income 1,093,803 1,344,272 4,549,105 1,963,883 905,503 119,216
----------- ----------- ------------ ----------- ----------- ---------
Benefits, terminations and
withdrawals (547,568) (986,945) (1,530,553) (647,390) (872,245) (35,781)
Fees on loans to participants -- (391) (624) (580) (1,448) (15)
----------- ----------- ------------ ----------- ----------- ---------
Increase (decrease) in net assets
available for plan benefits 546,235 356,936 3,017,928 1,315,913 31,810 83,420
Interfund transfers (net) (197,153) (641,258) (105,045) 166,033 (258,536) 4,861
Net assets available for plan
benefits:
Beginning of year 5,220,543 7,806,436 11,610,266 5,678,277 6,094,468 251,117
----------- ----------- ------------ ----------- ----------- ---------
End of year $ 5,569,625 $ 7,522,114 $ 14,523,149 $ 7,160,223 $ 5,867,742 $ 339,398
=========== =========== ============ =========== =========== =========
<CAPTION>
Fidelity Fidelity
Asset OTC Fidelity
Manager Portfolio Contra- Participant
Fund Fund Fund Loans Total
------------ ------------ ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Contributions:
Employer $ 44,076 $ 49,610 $ 112,005 $ -- $ 1,575,248
Participants 89,396 105,974 244,216 -- 3,740,523
Rollover contributions 14,859 9,240 20,202 -- 257,006
--------- --------- ----------- --------- ------------
Total contributions 148,331 164,824 376,423 -- 5,572,777
Net investment income:
Interest -- -- -- -- 770,769
Interest on loans to
participants 576 533 2,908 -- 51,131
Dividends 15,892 29,465 216,040 -- 1,503,580
Net appreciation
(depreciation) in fair
value of investments 58,328 119,440 225,999 -- 3,436,284
--------- --------- ----------- --------- ------------
Net investment income 74,796 149,438 444,947 -- 5,761,764
--------- --------- ----------- --------- ------------
Total contributions and net
investment income 223,127 314,262 821,370 -- 11,334,541
--------- --------- ----------- --------- ------------
Benefits, terminations and
withdrawals (81,925) (51,546) (156,776) (97,628) (5,008,357)
Fees on loans to participants -- (8) -- -- (3,066)
--------- --------- ----------- --------- ------------
Increase (decrease) in net assets
available for plan benefits 141,202 262,708 664,594 (97,628) 6,323,118
Interfund transfers (net) 11,966 314,890 463,055 241,187 --
Net assets available for plan
benefits:
Beginning of year 478,602 292,906 1,088,678 648,947 39,170,240
--------- --------- ----------- --------- ------------
End of year $ 631,770 $ 870,504 $ 2,216,327 $ 792,506 $ 45,493,358
========= ========= =========== ========= ============
</TABLE>
See notes to financial statements.
4
<PAGE> 8
FURON COMPANY
EMPLOYEES' PROFIT-SHARING-RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year ended April 30, 1995
<TABLE>
<CAPTION>
Fidelity
Retirement
Furon Fidelity Government Fidelity
Company Managed Money Investment
Common Income Fidelity Fidelity Market Grade
Stock Portfolio Magellan Puritan Portfolio Bond
Fund Fund Fund Fund Fund Fund
------------ ------------- ------------- ------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Contributions:
Employer $ 228,607 $ 319,895 $ 531,798 $ 276,079 $ 240,875 $ 18,596
Participants 419,184 585,716 1,029,582 539,265 514,692 35,692
Rollover contributions 1,048 159,662 47,614 4,914 2,096 --
----------- ----------- ------------ ----------- ----------- ---------
Total contributions 648,839 1,065,273 1,608,994 820,258 757,663 54,288
Net investment income:
Interest 1,000 438,705 -- -- 252,842 --
Interest on loans to
participants 5,114 6,494 14,205 6,709 6,358 282
Dividends 61,930 -- 388,905 402,473 -- 16,272
Net appreciation
(depreciation) in fair
value of investments 1,248,089 -- 853,551 22,477 -- (6,343)
----------- ----------- ------------ ----------- ----------- ---------
Net investment income 1,316,133 445,199 1,256,661 431,659 259,200 10,211
----------- ----------- ------------ ----------- ----------- ---------
Total contributions and net
investment income 1,964,972 1,510,472 2,865,655 1,251,917 1,016,863 64,499
----------- ----------- ------------ ----------- ----------- ---------
Benefits, terminations and
withdrawals (257,671) (1,319,722) (1,009,303) (379,664) (390,321) (11,791)
Fees on loans to participants -- (293) (538) (554) (1,300) (25)
----------- ----------- ------------ ----------- ----------- ---------
Increase (decrease) in net assets
available for plan benefits 1,707,301 190,457 1,855,814 871,699 625,242 52,683
Interfund transfers (net) (458,667) (56,405) (147,577) (92,155) 525,076 21,845
Net assets available for plan
benefits:
Beginning of year 3,971,909 7,672,384 9,902,029 4,898,733 4,944,150 176,589
----------- ----------- ------------ ----------- ----------- ---------
End of year $ 5,220,543 $ 7,806,436 $ 11,610,266 $ 5,678,277 $ 6,094,468 $ 251,117
=========== =========== ============ =========== =========== =========
<CAPTION>
Fidelity Fidelity
Asset OTC Fidelity
Manager Portfolio Contra- Participant
Fund Fund Fund Loans Total
------------ ------------ ------------ ------------- -----------
<S> <C> <C> <C> <C> <C>
Contributions:
Employer $ 40,798 $ 25,068 $ 82,908 $ -- $ 1,764,624
Participants 82,113 48,750 166,193 -- 3,421,187
Rollover contributions 15,860 -- 1,328 -- 232,522
--------- --------- ----------- --------- ------------
Total contributions 138,771 73,818 250,429 -- 5,418,333
Net investment income:
Interest -- -- -- -- 692,547
Interest on loans to
participants 792 257 1,592 -- 41,803
Dividends 16,159 1,618 -- -- 887,357
Net appreciation
(depreciation) in fair
value of investments 2,618 31,035 98,112 -- 2,249,539
--------- --------- ----------- --------- ------------
Net investment income 19,569 32,910 99,704 -- 3,871,246
--------- --------- ----------- --------- ------------
Total contributions and net
investment income 158,340 106,728 350,133 -- 9,289,579
--------- --------- ----------- --------- ------------
Benefits, terminations and
withdrawals (7,476) (6,603) (65,174) (57,278) (3,505,003)
Fees on loans to participants -- -- -- -- (2,710)
--------- --------- ----------- --------- ------------
Increase (decrease) in net assets
available for plan benefits 150,864 100,125 284,959 (57,278) 5,781,866
Interfund transfers (net) (127,279) 53,985 109,622 171,555 --
Net assets available for plan
benefits:
Beginning of year 455,017 138,796 694,097 534,670 33,388,374
--------- --------- ----------- --------- ------------
End of year $ 478,602 $ 292,906 $ 1,088,678 $ 648,947 $ 39,170,240
========= ========= =========== ========= ============
</TABLE>
See notes to financial statements.
5
<PAGE> 9
FURON COMPANY
Notes to Financial Statements
April 30, 1996
1. Summary of significant accounting policies
Basis of presentation
The accompanying financial statements of the Furon Company Employees'
Profit-Sharing- Retirement Plan (the Plan) have been prepared on the
accrual basis of accounting. Certain reclassifications have been made
to prior year amounts in order to be consistent with the current year
presentation. The Plan is a defined contribution profit sharing plan
and is sponsored by Furon Company (the Company).
Investment valuation
The Plan values investments in marketable securities at the last
reported sale price on the last business day of the Plan's year.
Securities not traded on the last business day are valued at the last
reported bid price. Money market funds are valued at cost, which
approximates market. The Fidelity Managed Income Portfolio Fund is
valued at fair value as determined in good faith by the Trustee.
Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from
those estimates.
Income tax status
The Internal Revenue Service has issued a determination letter dated
March 1, 1996, indicating that the Plan qualifies in form, under
Sections 401(a) of the Internal Revenue Code of 1986, as amended (the
Code), and the underlying trust is, therefore, exempt from federal
income taxes under Section 501(a) of the Code. The Plan is required to
operate in accordance with the Code to maintain its tax qualification.
The Administrative Committee (the Committee) of the Plan is not aware
of any course of action or series of events that have occurred which
might adversely affect the Plan's qualified status.
Contributions
Company contributions are accrued in the period in which they are
authorized by the Board of Directors of the Company. Contributions by
participants are recorded when payroll deductions are made.
Other
Purchases and sales of investments are reflected on the trade dates.
Gains or losses on sales or distributions of investments are based on
average cost.
6
<PAGE> 10
FURON COMPANY
Notes to Financial Statements
April 30, 1996
2. Administration of the Plan
The Plan is administered by a Committee which is appointed by the
Company's Board of Directors. The Trustee of the Plan is Fidelity
Management Trust Company. The trust agreement requires that the Trustee
hold, administer and distribute the funds of the Plan in accordance
with the text of the Plan and the instructions of the Committee.
While the Company has not expressed any intent to terminate the Plan,
it is free to do so at any time. In the event of such termination, each
participant will automatically become fully vested to the extent of the
balance in his separate account.
The valuation and performance of the Plan's investment funds (the
Funds) are subject to changes in market prices and credit risk. The
investments held by the Funds, excluding the Furon Company Common Stock
Fund, are made at the discretion of the Fund investment managers and
are subject to ERISA regulations. In the event of non-performance by
other parties, the Plan's exposure to credit loss on investments is
limited to the carrying value of such investments. Except for the Furon
Company Common Stock Fund, the Committee believes that no significant
concentration of credit risk exists within each fund at April 30, 1996.
The Company pays all expenses for the Plan incurred in the
administration of the Plan.
3. Contributions and benefits
Contributions to the Plan, generally made on a monthly basis, can be in
the form of: (1) compensation deferral contributions which are withheld
from the participant's pay and are limited to 10% of total compensation
or the current IRS limitation, whichever is less; (2) voluntary
after-tax contributions, also limited to 10% of compensation and
withheld from the participant's pay; (3) Company primary contributions
which are a percentage of total compensation, as defined, as determined
by the Board of Directors and (4) Company matching contributions which
are a percentage of the participant's compensation deferral
contributions as determined by the Board of Directors. Participants are
also allowed to make "rollover contributions" from other qualified
plans, if such contributions are made in accordance with the Plan
document. The following table summarizes amounts contributed by the
Company:
<TABLE>
<CAPTION>
For the year For the year
ended ended
April 30, 1996 April 30, 1995
-------------- --------------
<S> <C> <C>
Company primary contribution, as a
percent of compensation 1% 1%
Company matching contribution, as a
percent of participant compensation
deferral contributions 35% 40%
</TABLE>
7
<PAGE> 11
FURON COMPANY
Notes to Financial Statements
April 30, 1996
3. Contribution and benefits (continued)
Participants have nine funds in which to invest their contributions and
those of the Company. These funds consist of a Fidelity Managed Income
Portfolio Fund, Fidelity Retirement Government Money Market Portfolio
Fund, the Fidelity Puritan Fund, the Fidelity Magellan Fund, the Furon
Company Common Stock Fund, the Fidelity Investment Grade Bond Fund, the
Fidelity Asset Manager Fund, the Fidelity Contrafund, and the Fidelity
OTC Portfolio Fund. All of these funds except for the Fidelity Magellan
Fund, the Fidelity Puritan Fund, the Fidelity Contrafund and the Furon
Company Common Stock Fund are components of other investment trust
funds managed by Fidelity. Participant balances are invested at the
participant's discretion and may be allocated among all funds. The
allocation between funds may be changed at the participant's discretion
at any time.
All amounts allocated to a participant's compensation deferral account,
voluntary contribution account and rollover account are fully vested at
all times. The matching contribution account is vested April 30 each
year. A participant's primary company contribution does not vest until
the completion of five years of service at which time the contributions
become fully vested through the end of the previous plan year.
Notwithstanding the above, a participant shall become fully vested upon
retirement at age 60 or older, death, permanent disability or plan
termination.
Participants may request a withdrawal of all or part of their voluntary
contributions made prior to December 31, 1986. In addition,
participants are entitled to request all or a portion of their salary
deferral contributions, or all or part of their voluntary contributions
made after December 31, 1987, if it is determined by the Committee that
the request meets the IRS defined hardship withdrawal requirements.
Such payments to participants are made in a lump sum.
Separate investment accounts are maintained for each participant and
are adjusted on the transaction date as follows:
(a) For a pro rata share of income, expenses, and net appreciation
(depreciation) in the fair value of investments of each
respective Fund on the ratio of each participant's balance to
the total of the respective Fund balance as of the date of the
previous allocation.
(b) For a pro rata share of the Company's primary contribution
determined by the percentage which the participant's qualified
compensation bears to the total qualified compensation of all
participants through the last day of the Plan year.
(c) At the Company's discretion unvested forfeitures may be
allocated to remaining participants based upon the percentage of
the remaining participant's compensation to the total
compensation of all participants as described in (b).
The amounts forfeited by terminated employees and used to reduce
Company contributions for the years ended April 30, 1996 and 1995 were
$260,004 and $66,258, respectively.
Included in net assets available for plan benefits at April 30, 1996
and 1995 were $53,480 and $120,999, respectively, of terminated
participants' nonvested benefits which will be reallocated, at the
Company's discretion, to remaining participants or used to reduce
future Company contributions.
8
<PAGE> 12
FURON COMPANY
Notes to Financial Statements
April 30, 1996
3. Contribution and benefits (continued)
In accordance with the Retirement Equity Act of 1984 (REACT), former
participants who return to employment with the Company prior to
incurring a five consecutive year break in service, are entitled to
have their previously forfeited amounts restored to their individual
account. Amounts required to restore such account balances are provided
by the Company.
No current income tax liability accrues to the participants in
connection with the Company's contributions, interest, dividends or
capital gains (losses) realized by the Plan. Amounts distributed to the
participants are taxable to the participants in accordance with tax
laws governing qualified plan distributions.
Also included in net assets available for plan benefits were $2,649,551
and $1,656,166 of nondistributed vested benefits related to
participants who have terminated or retired from the Company at April
30, 1996 and 1995, respectively.
Participants may borrow from their individual accounts, subject to
approval of the Committee. The maximum amount which may be borrowed is
limited to the lesser of 50% of the vested portion of the participant's
account, or $50,000, with a minimum loan amount of $1,000. Generally,
loan terms are over a five year period with payments to be made at
least quarterly. However, if the loan is for the purchase of the
participant's principal residence the Committee may permit the loan to
be repaid over a ten year period. The loans bear interest at a fixed
rate, established by the Committee, which must be at least equal to the
prime rate in effect at the date of loan approval, plus 1%.
4. Net appreciation (depreciation) in fair value of investments
Net appreciation (depreciation) in fair value of investments consists
of both realized and unrealized gains and losses. Realized gains and
losses are measured as the difference between historical cost of
investments sold or redeemed during the year and the proceeds received
from their redemption. Unrealized gains and losses are measured as the
difference in fair market value at the beginning and end of the period
as compared to historical cost.
9
<PAGE> 13
FURON COMPANY
Notes to Financial Statements
April 30, 1996
5. Investments
Investments at April 30, 1996 and 1995 are as follows:
<TABLE>
<CAPTION>
1996 1995
------------------------- -------------------------
Unit, shares Unit, shares
or face Fair or face Fair
amount value amount value
------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
Investments at fair value:
Furon Company Common
Stock Fund 253,489 $ 5,513,375 258,517 $ 5,202,664
Fidelity Managed Income Portfolio
Fund 7,462,830 7,462,830 7,781,606 7,781,605
Fidelity Magellan Fund 163,281 14,381,812 152,569 11,566,255
Fidelity Puritan Fund 401,744 7,090,784 359,522 5,655,288
Fidelity Retirement Government
Money Market Portfolio Fund 5,806,085 5,806,085 6,071,912 6,071,912
Fidelity Investment Grade
Bond Fund 46,797 329,921 35,601 249,562
Fidelity Asset Manager Fund 38,447 620,527 33,139 475,549
Fidelity OTC Portfolio Fund 25,594 854,076 11,040 290,583
Fidelity Contrafund 55,502 2,182,343 32,222 1,081,708
----------- -----------
Total investments at fair value $44,241,753 $38,375,126
=========== ===========
</TABLE>
10
<PAGE> 14
SCHEDULE I
FURON COMPANY
EMPLOYEES' PROFIT-SHARING-RETIREMENT PLAN
ITEM 27a SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
April 30, 1996
<TABLE>
<CAPTION>
Description Units, shares Fair
Identity of issue of investment or face amount Cost value
----------------- ------------- -------------- ---- -----
<S> <C> <C> <C> <C>
Furon Company Common Stock Fund * Common Stock 253,489 $ 3,862,493 $ 5,513,375
Fidelity Managed Income Portfolio
Fund * Commingled Pension Fund 7,462,830 7,462,830 7,462,830
Fidelity Magellan Fund * Mutual Fund 163,281 11,417,812 14,381,812
Fidelity Puritan Fund * Mutual Fund 401,744 6,159,506 7,090,784
Fidelity Retirement Government
Money Market Portfolio Fund * Mutual Fund 5,806,085 5,806,085 5,806,085
Fidelity Investment Grade Bond Fund * Mutual Fund 46,797 347,407 329,921
Fidelity Asset Manager Fund * Mutual Fund 38,447 575,501 620,527
Fidelity OTC Portfolio Fund * Mutual Fund 25,594 725,571 854,076
Fidelity Contrafund * Mutual Fund 55,502 1,916,962 2,182,343
----------- ----------
Total investments in securities $38,274,167 $44,241,753
=========== ===========
</TABLE>
*Party-in-interest
11
<PAGE> 15
SCHEDULE II
FURON COMPANY
EMPLOYEES' PROFIT-SHARING-RETIREMENT PLAN
ITEM 27d SCHEDULE OF REPORTABLE TRANSACTIONS
Year ended April 30, 1996
<TABLE>
<CAPTION>
Expense
Identity of Purchase Selling incurred with Cost of
party involved Description of asset price price transaction asset sold
- ----------------- -------------------- ------------- ------------ --------------- ----------
Category (iii) -- Series of transactions in excess of 5 percent of plan assets.
<S> <C> <C> <C> <C> <C>
Furon Company Common Stock Fund $1,046,590 $ - $ - $ -
Furon Company Common Stock Fund - 1,144,407 - 913,716
Fidelity Managed Income
Investments Portfolio Fund 1,776,470 - - -
Fidelity Managed Income
Investments Portfolio Fund - 2,095,246 - 2,095,246
Fidelity
Investments Fidelity Puritan Fund 2,504,728 - - -
Fidelity
Investments Fidelity Puritan Fund - 1,795,269 - 1,667,597
Fidelity
Investments Fidelity Magellan Fund 4,491,415 - - -
Fidelity
Investments Fidelity Magellan Fund - 3,574,860 - 3,106,491
Fidelity
Investments Fidelity Contrafund 1,486,102 - - -
Fidelity
Investments Fidelity Contrafund - 611,466 - 570,017
Fidelity Retirement Government
Investments Money Market Portfolio 3,452,523 - - -
Fidelity Retirement Government
Investments Money Market Portfolio - 3,718,349 - 3,718,349
<CAPTION>
Current
value at
Identity of transaction
party involved date Net gain
- ----------------- ------------ ----------
Category (iii) -- Series of transactions in excess of 5 percent of plan assets.
<S> <C> <C>
Furon Company $1,046,590 $ -
Furon Company 1,144,407 230,691
Fidelity
Investments 1,776,470 -
Fidelity
Investments 2,095,246 -
Fidelity
Investments 2,504,728 -
Fidelity
Investments 1,795,269 127,672
Fidelity
Investments 4,491,415 -
Fidelity
Investments 3,574,860 468,369
Fidelity
Investments 1,486,102 -
Fidelity
Investments 611,466 41,449
Fidelity
Investments 3,452,523 -
Fidelity
Investments 3,718,349 -
</TABLE>
12
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrative Committee has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
FURON COMPANY EMPLOYEES'
PROFIT-SHARING-RETIREMENT PLAN
/S/John V. May
-----------------------------------------
Chairman of Plan Administrative Committee
October 15, 1996
13
<PAGE> 1
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 2-93028) pertaining to the Furon Company Employees' Profit-Sharing-
Retirement Plan of our report dated September 4, 1996, with respect to the
financial statements and schedules of the Furon Company Employees' Profit-
Sharing-Retirement Plan included in this Annual Report (Form 11-K) for the
year ended April 30, 1996.
ERNST & YOUNG LLP
Orange County, California
October 15, 1996
