Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a 66 462K
Business-Combination Transaction
2: EX-5 Form Opinion of O'Melveny & Myers LLP 2 11K
3: EX-12 Statement of Computation of Ratio of Earnings 1 7K
4: EX-21 Subsidiaries of the Registrant 1 7K
5: EX-23.1 Consent of Independent Auditors 1 6K
6: EX-25 Statement of Eligibility 5 21K
7: EX-99.1 Letter of Transmittal 12 73K
8: EX-99.2 Notice of Guaranteed Delivery 3 17K
EX-25 — Statement of Eligibility
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EXHIBIT 25
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FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [ ]
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
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New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
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FURON COMPANY
(Exact name of obligor as specified in its charter)
California 95-1947155
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
29982 Ivy Glenn Drive
Laguna Niguel, CA 92677
(Address of principal executive offices) (Zip code)
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8-1/8% Senior Subordinated Notes due 2008
(Title of the indenture securities)
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1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT
IS SUBJECT.
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Name Address
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Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
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6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
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SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 13th day of April, 1998.
THE BANK OF NEW YORK
By: /s/ THOMAS B. ZAKRZEWSKI
------------------------------------
Name: THOMAS B. ZAKRZEWSKI
Title: ASSISTANT VICE PRESIDENT
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EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10266
And Foreign and Domestic Subsidiaries.
a member of the Federal Reserve system, at the close of business September 30,
1997, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
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Dollar Amounts
ASSETS in Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin........................ $ 5,004,638
Interest-bearing balances................................................. 1,271,514
Securities:
Held-to-maturity securities............................................... 1,105,782
Available-for-sale securities............................................. 3,164,271
Federal funds sold and Securities purchased under agreements to resell...... 5,723,829
Loans and lease financing receivables:
Loans and leases, net of unearned income........................34,916,196
LESS: Allowance for loan and lease losses..........................581,177
LESS: Allocated transfer risk reserve..................................429
Loans and leases net of unearned income, allowance and reserve............ 34,334,590
Assets held in trading accounts............................................. 2,035,284
Premises and fixed assets (including capitalized leases).................... 671,664
Other real estate owned..................................................... 13,306
Investments in unconsolidated subsidiaries and associated companies......... 210,685
Customers' liability to this bank on acceptance outstanding................. 1,463,446
Intangible assets........................................................... 753,190
Other assets................................................................ 1,784,796
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Total assets................................................................ $57,536,995
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LIABILITIES
Deposits:
In domestic offices....................................................... $27,270,824
Noninterest-bearing.............................................12,160,977
Interest-bearing................................................15,109,847
In foreign offices, Edge and Agreement subsidiaries, and IBFs............. 14,687,806
Noninterest-bearing................................................657,479
Interest-bearing................................................14,030,327
Federal funds purchased and Securities sold under agreements to repurchase.. 1,946,099
Demand notes issued to the U.S. Treasury.................................... 283,793
Trading liabilities......................................................... 1,553,539
Other borrowed money:
With remaining maturity of one year or less............................... 2,245,014
With remaining maturity of more than one year through three years......... 0
With remaining maturity of more than three years.......................... 45,664
Bank's liability on acceptances executed and outstanding.................... 1,473,588
Subordinated notes and debentures........................................... 1,018,940
Other liabilities........................................................... 2,193,031
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Total liabilities........................................................... 52,718,298
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EQUITY CAPITAL
Common stock................................................................ 1,135,284
Surplus..................................................................... 731,319
Undivided profits and capital reserves...................................... 2,943,008
Net unrealized holding gains (losses) on available-for-sale securities...... 25,428
Cumulative foreign currency translation adjustments......................... ( 16,342)
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Total equity capital........................................................ 4,818,697
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Total liabilities and equity capital........................................ $57,536,995
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I. Robert E. Keilman, Senior Vice President and Comptroller of the above-named
bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
J. Carter Bacol )
Thomas A. Fenyi ) Directors
Alan R. Griffith )
Dates Referenced Herein and Documents Incorporated by Reference
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