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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
October 23, 1999
Date of Report (Date of earliest event reported)
FURON COMPANY
(Exact name of registrant as specified in its charter)
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California 0-8088 95-1947155
(State of other jurisdiction (Commission (IRS employer
of incorporation) file no.) identification no.)
29982 Ivy Glenn Drive
Laguna Niguel, California 92677
(Address of principal executive offices) (Zip code)
(714) 831-5350
Registrant's telephone number,
including area code
Not applicable
(Former name or address, if changed since last report)
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Item 1. Changes in Control of Registrant.
FCY Acquisition Corporation ("FCY"), a California corporation and an
indirect wholly owned subsidiary of Norton Company ("Norton"), a Massachusetts
corporation, which is an indirect wholly owned subsidiary of Compagnie de
Saint-Gobain ("Saint-Gobain"), a French corporation, completed a tender offer
for all outstanding shares of common stock, without par value (including the
associated preferred share purchase rights) (collectively, the "Shares"), of the
registrant, at $25.50 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated September 24,
1999 and in the related Letter of Transmittal (which together constitute the
"Offer"), copies of which are attached as Exhibits (a)(1) and (a)(2),
respectively, to the Schedule 14D-1 (the "Schedule 14D-1") originally filed with
the Securities and Exchange Commission (the "Commission") on September 24, 1999
by FCY , Norton and Saint-Gobain, as amended by Amendment No. 1 filed with the
Commission on October 18, 1999, and as further amended by the Final Amendment
filed with the Commission on October 25, 1999. The Offer expired at 12:00
midnight, New York City time, on Friday, October 22, 1999. Upon such expiration,
FCY acquired beneficial ownership of approximately 96% of the outstanding
Shares. FCY funded its acquisition of the Shares it now beneficially owns with
funds received from Norton, who in turn obtained such funds from Saint-Gobain
and Saint-Gobain affiliates. Saint-Gobain obtained such funds from internally
generated funds and existing resources.
Item 8. Change in Fiscal Year.
Pursuant to action taken by the board of directors of the registrant on
October 27, 1999, registrant has determined to change its fiscal year so as to
end on December 31 of each year, commencing with the current fiscal year which
shall end on December 31, 1999. The report covering the transition period will
be filed with the registrant's Annual Report on Form 10-K for its fiscal year
ending December 31, 1999.
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SIGNATURE
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.
FURON COMPANY
By: /s/ Robert C. Ayotte
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Name: Robert C. Ayotte
Title: Chairman of the Board, Chief
Executive Officer and President
November 3, 1999
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