ITEM 1.
BUSINESS - --------
Founded in 1887 and incorporated as a Minnesota corporation in 1915, H.B. Fuller Company (the "Company") today is a worldwide manufacturer and marketer of adhesives, sealants, coatings, paints and other specialty chemical products. The Company currently employs approximately 6,000 people and has sales operations in 42 countries in North America, Europe, Latin America and the Asia/Pacific region.
The Company's largest worldwide business category is adhesives, sealants and coatings, which generated more than 90 percent of 1997 sales. These products, in thousands of formulations, are sold to customers in a wide range of industries, including packaging, woodworking, automotive, aerospace, graphic arts (books/magazines), appliances, filtration, windows, sporting goods, nonwovens, shoes and ceramic tile.
The Company also is a quality producer and supplier of powder coatings to metal finishing industries; commercial and industrial paints in Latin American markets; specialty waxes in European markets, as well as mastics and coatings for thermal insulation, indoor air quality and asbestos abatement applications in the United States.
SEGMENT INFORMATION - -------------------
For financial information relating to major geographic areas of the Company, see Note 14, "Business Segment Information", on pages 45 and 46 of the Company's 1997 Annual Report to Shareholders, incorporated herein by reference.
LINE OF BUSINESS AND CLASSES OF SIMILAR PRODUCTS - ------------------------------------------------
The Company is engaged in one line of business, the manufacturing of specialty chemical products which includes formulating, compounding and marketing adhesives, sealants and coatings, paints, specialty waxes and related chemicals.
The following tabulation sets forth information concerning the approximate contribution to consolidated sales of the Company's classes of products:
NON-U.S. OPERATIONS - -------------------
Wherever feasible, the Company's practice has been to establish manufacturing units outside of the United States to service the local markets. The principal markets, products and methods of distribution in the non-U.S. business vary with the country or business practices of the country. The products sold include not only those developed by the local manufacturing plants but also those developed within the United States and elsewhere in the world.
The Company's operations overseas face varying degrees of economic and political risk. At the end of fiscal year 1997, the Company had plants in 30 countries outside the United States and satellite sales offices in another 11 countries. The Company also uses license agreements to maintain a worldwide manufacturing network. In the opinion of management of the Company, there are several countries where the Company has operating facilities which have political risks higher than in the United States. Where possible, the Company insures its physical assets against damage from civil unrest.
COMPETITION - -----------
The Company encounters a high degree of competition in the marketing of its products. Because of the large number and variety of its products, the Company does not compete directly with any one competitor in all of its markets. The Company competes with several large firms as well as many smaller local, independent firms. In North America there are a large number of competitors. Since adhesives of all types are widely used, it is not possible to identify a few competitors who would represent the major competition.
In Latin America, the Company experiences substantial competition in marketing its printing inks and industrial adhesives. In Central America, it is a major factor in the industrial adhesives market and, along with several other large paint manufacturing firms, in the residential paint market. In Europe, the Company is a large manufacturer of adhesives and specialty waxes and competes in certain areas of this market with several large companies.
The principal competitive factors in the sale of adhesives, paints, coatings and sealants are product performance, customer and technical service, quality and price.
CUSTOMERS - ---------
Of the Company's $1,306,789,000 total sales to unaffiliated customers in 1997, $722,104,000 was sold through North American operations. The Company's largest customer accounts for less than 5% of consolidated sales.
BACKLOG - -------
Orders for the Company's products are generally processed within one week. Therefore, the Company had no significant backlog of unfilled orders at November 29, 1997, November 30, 1996 or November 30, 1995.
RAW MATERIALS - -------------
The Company purchases from large chemical suppliers raw materials including solvents, plasticizers, waxes, resins, polymers and vinyl acetate monomer which the Company uses to manufacture its principal products. Natural raw materials are also purchased from outside suppliers and include starch, dextrines, natural latex and resins. The Company attempts to find multiple sources for all of its raw materials and alternate sources of supply are generally available. An adequate supply of the raw materials used by the Company is presently available in the open market. The Company's Latin American and Asia/Pacific operations import many of their raw materials. Extended delivery schedules of these materials are common, thereby requiring maintenance of higher inventory levels than those maintained in North America and Europe.
A significant portion of the Company's raw materials are derived from petroleum- based products and this is common to all adhesive manufacturers.
The Company is not a large consumer of energy and, therefore, has not experienced any difficulties in obtaining energy for its manufacturing operations. The Company anticipates it will be able to obtain needed energy supplies in the future.
PATENTS, TRADEMARKS AND LICENSES - --------------------------------
Much of the technology used in the manufacturing of adhesives, coatings and other specialty chemicals is in the public domain. To the extent that it is not, the Company relies on trade secrets and patents to protect its know-how. The Company has agreements with many of its employees for the purpose of protecting the Company's rights to technology and intellectual property. The Company also routinely obtains confidentiality commitments from customers, suppliers and others to safeguard its proprietary information. Company trademarks such as HB Fuller(R), Kativo(R), Protecto(R) and Rakoll(R) are of continuing importance in marketing its products.
RESEARCH AND DEVELOPMENT - ------------------------
The Company conducts research and development activities in an effort to improve existing products and to design new products and processes. The Company's research and development expenses during 1997, 1996 and 1995 aggregated $24,830,000, $25,823,000 and $26,541,000, respectively.
ENVIRONMENTAL PROTECTION - ------------------------
The Company regularly reviews and upgrades its environmental policies, practices and procedures and seeks improved production methods that reduce waste, particularly toxic waste, coming out of its facilities, based upon evolving societal standards and increased environmental understanding.
The Company's high standards of environmental consciousness are supported by an organizational program supervised by environmental professionals and the Worldwide Environment, Health and Safety Committee, a committee with management membership from around the world which proactively monitors practices at all facilities. Company practices are often more stringent than local government standards. The Company integrates environmental programs into operating objectives, thereby translating philosophy into every day practice.
The Company believes that as a general matter its current policies, practices and procedures in the areas of environmental regulations and the handling of hazardous waste are designed to substantially reduce risks of environmental and other damage that would result in litigation and financial liability. Some risk of environmental and other damage is, however, inherent in particular operations and products of the Company, as it is with other companies engaged in similar businesses.
The Company is and has been engaged in the handling, manufacture, use, sale and/or disposal of substances, some of which are considered by federal or state environmental agencies to be hazardous. The Company believes that its manufacture, handling, use, sale and disposal of such substances are generally in accord with current applicable environmental regulations. Increasingly strict environmental laws, standards and enforcement policies may increase the risk of liability and compliance costs associated with such substances.
Environmental expenditures, reasonably known to management, to comply with environmental regulations over the Company's next two fiscal years are estimated to be approximately $12.0 million. The effects of compliance with environmental laws and regulations are not expected to be material to the Company's consolidated capital expenditures, earnings or competitive position. See additional disclosure under Item 3, Legal Proceedings.
EMPLOYEES - ---------
The Company and its consolidated subsidiaries employed approximately 6,000 persons on November 29, 1997, of which approximately 2,300 persons were employed in the United States.
ITEM 2.
ITEM 2.
PROPERTIES - ---------- The principal manufacturing plants and other properties are located in 31 countries:
U.S. LOCATIONS -------------- California Massachusetts - Wilmington Chatsworth Michigan Los Angeles (1 owned, 1 leased) Grand Rapids Roseville Warren Florida Minnesota Gainesville Minneapolis and St. Paul Pompano Beach (7 owned, 2 leased) Georgia New Jersey - Edison Conyers* (1 owned, 1 leased) Covington (2 owned) North Carolina - Greensboro Forest Park Ohio Tucker Cincinnati Illinois Dayton Palatine Tennessee - Memphis* Tinley Park Texas Indiana - Elkhart Dallas Kansas - Kansas City Houston Kentucky Washington - Vancouver Hopkinsville Paducah
OTHER LOCATIONS --------------- Argentina - Buenos Aires Honduras Australia San Pedro Sula (2 owned) Melbourne Italy - Borgolavezzaro Austria - Wels Japan - Hamamatsu Brazil - Sao Paulo Mexico - Mexico City* Canada Netherlands - Amerongen St. Andre est New Zealand - Auckland (2 owned) Montreal Nicaragua - Managua Toronto People's Republic of Chile - Santiago China - Guangzhou* Colombia - Itagui* Peru - Lima Costa Rica - San Jose (5 owned) Philippines - Manila* Dominican Republic - Santo Domingo Puerto Rico - Bayamon Ecuador - Guayaquil (2 owned) Republic of Panama - Panama City El Salvador - San Salvador Spain - Alicante Federal Republic of Germany Taiwan - Taipei Luneburg United Kingdom Nienburg* Birmingham* France - Le Trait Leabrooks* Guatemala - Guatemala City Venezuela - Caracas
*Leased properties
The Company's principal executive offices and central research facilities are Company owned and located in the St. Paul, Minnesota metropolitan area.
The Company has facilities for the manufacture of various products with total floor space of approximately 1,698,000 square feet, including 294,000 square feet of leased space. In addition, the Company has approximately 2,039,000 square feet of warehouse space, including 531,000 square feet of leased space. Offices and other facilities total 1,920,000 square feet, including 578,000 square feet of leased space. The Company believes that the properties owned or leased are suitable and adequate for its business.
ITEM 3.
ITEM 3.
LEGAL PROCEEDINGS - -----------------
ENVIRONMENTAL REMEDIATION - -------------------------
The Company is subject to the federal Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") and similar state laws that impose liability for costs relating to the clean-up of contamination resulting from past spills, disposal or other release of hazardous substances. The Company is currently involved in administrative proceedings or lawsuits under CERCLA or such state laws relating to clean-up of 16 sites. The future costs in connection with all of these matters have not been determined due to such factors as the unknown timing and extent of the remedial actions which may be required, the full extent of clean-up costs and the amount of the Company's liability in consideration of the liability and financial resources of the other potentially responsible parties. However, based on currently available information, the Company does not believe that any liabilities allocated to it in these administrative proceedings or lawsuits, individually or in the aggregate, will have a material adverse effect on the Company's business or financial condition.
The Company has received requests for information from federal, state or local government entities regarding six other contaminated sites. The Company has not been named a party to any administrative proceedings or lawsuits relating to the clean-up of these sites.
From time to time the Company becomes aware of compliance matters relating to, or receives notices from federal, state or local entities regarding, possible or alleged violations of environmental, health or safety laws and regulations. In some instances, these matters may become the subject of administrative proceedings or lawsuits and may involve monetary sanctions of $100,000 or more (exclusive of interest and costs). Based on currently available information, the Company does not believe that such compliance matters or alleged violations of laws and regulations, individually or in the aggregate, will have a material adverse effect on the Company's business or financial condition.
OTHER LEGAL PROCEEDINGS - -----------------------
In November 1997, the Company was named one of approximately 78 defendants (along with numerous other chemical companies) in a purported class action filed in Texas State Court on behalf of 700 plaintiffs. The plaintiffs claim that the defendants allowed toxic and hazardous wastes, substances and chemicals to escape from a television assembly plant in Athens, Texas into the ground, water and air in the vicinity of the plant. However, no Company products have been identified as contributing to the claimed damages.
In addition, the Company is subject to other legal proceedings incidental to its business.
Based on currently available information, the Company does not believe that an adverse outcome in any pending legal proceedings individually or in the aggregate would have a material adverse effect on the Company's business or financial condition.
ITEM 4.
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - --------------------------------------------------- Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT - ------------------------------------ The executive officers of the Company as of November 29, 1997 and their ages and current offices are set forth below:
Officers are elected by the Board of Directors or appointed by the Chief Executive Officer. Each of the Company's officers has served in various capacities with the Company for more than five years, except Sarah R. Coffin.
Sarah R. Coffin joined the Company and was named Vice President/Specialty Group Manager in 1994. In her most recent position prior to joining the Company, Ms. Coffin served as Managing Director, Specialty Chemicals, General Electric Plastics, a position she had held since 1991.
PART II
Information for Items 5 through 8 of this report appear in the 1997 H.B. Fuller Company Annual Report to Shareholders as indicated in the following table and is incorporated herein by reference to the applicable portions of such Annual Report:
ANNUAL REPORT TO SHAREHOLDERS Page ---- ITEM 5.
ITEM 5.
Market for Registrant's Common Stock - ------------------------------------ and Related Stockholder Matters ------------------------------- Trading Market 52 High and Low Market Value 52 Dividend Payments 52 Dividend Restrictions (Note 13) 43 Holders of Common Stock 53
ITEM 6.
ITEM 6.
Selected Financial Data - ----------------------- 1969 - 1997 in Review and Selected Financial Data 48-50
ITEM 7.
ITEM 7.
Management's Discussion and Analysis of - --------------------------------------- Financial Condition and Results of Operations --------------------------------------------- Management's Analysis of Results of Operations and Financial Condition 25-31
ITEM 7A.
ITEM 7A.
Quantitative and Qualitative Disclosures - ---------------------------------------- About Market Risk ----------------- Not applicable.
ITEM 8.
ITEM 8.
Financial Statements and Supplementary Data - ------------------------------------------- Consolidated Financial Statements 32-46
Quarterly Data (Unaudited)(Note 15) 46
ITEM 9.
ITEM 9.
Changes in and Disagreements With Accountants - --------------------------------------------- on Accounting and Financial Disclosure -------------------------------------- None
PART III
ITEMS 10.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT - --------------------------------------------------
The information under the heading "Election of Directors" (but not including the sections entitled "Directors' Compensation" and "Board Meetings and Committees") and the section entitled "Section 16(a) Beneficial Ownership Reporting Compliance" contained in the Company's Proxy Statement dated March 6, 1998 (the "1998 Proxy Statement") are incorporated herein by reference.
The information contained at the end of Part I hereof under the heading "Executive Officers of the Registrant" is incorporated herein by reference.
ITEMS 11.
EXECUTIVE COMPENSATION - ----------------------
The section under the heading "Election of Directors" entitled "Directors' Compensation" and the sections under the heading "Executive Compensation" entitled "Summary Compensation Table," "Long-Term Incentive Plans - Awards in Last Fiscal Year," "Aggregated Option Exercises in Fiscal Year 1997 and Fiscal Year End Option Values," "Retirement Plans," "Employment Agreements" and "Change in Control Arrangements" contained in the 1998 Proxy Statement are incorporated herein by reference.
ITEMS 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - --------------------------------------------------------------
The information under the heading "Security Ownership of Certain Beneficial Owners and Management" contained in the 1998 Proxy Statement is incorporated herein by reference.
ITEMS 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - ----------------------------------------------
The section entitled "Exchange Agreement" contained in the 1998 Proxy Statement is incorporated herein by reference.
PART IV
Item 14.
Exhibits, Financial Statement Schedules and Reports on Form 8-K - ---------------------------------------------------------------
All other financial statement schedules are omitted as the required information is inapplicable or the information is given in the financial statements or related notes.
(A)(3.) EXHIBITS --------
EXHIBIT NUMBER
3(a) Restated Articles of Incorporation - incorporated by reference to Exhibit 3(a) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1992.
3(b) By-Laws of H.B. Fuller Company - incorporated by reference to Exhibit 3(b) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1995.
4(a) Rights Agreement, dated as of July 18, 1996, between H.B. Fuller Company and Norwest Bank Minnesota, National Association, as Rights Agent, which includes as an exhibit the form of Right Certificate, incorporated by reference to Exhibit 4 to the Registrant's Form 8-K, dated July 24, 1996.
4(b) Restated Articles of Incorporation referring to rights of security holders, Articles III, VII - incorporated by reference to Exhibit 4(b) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1992.
4(c) Specimen Stock Certificate - incorporated by reference to Exhibit 4(c) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1995.
4(d) Stock Exchange Agreement, dated July 18, 1996, between H.B. Fuller Company and Elmer L. Andersen, including Designations for Series B Preferred Stock, incorporated by reference to Exhibit 10 to the Registrant's Form 8-K, dated July 24, 1996.
*10(a) H.B. Fuller Company 1992 Stock Incentive Plan - incorporated by reference to Exhibit 10(a) to the Registrant's Annual Report on Form 10- K for the year ended November 30, 1992.
*10(b) H.B. Fuller Company Restricted Stock Plan - incorporated by reference to Exhibit 10(c) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1993.
*10(c) H.B. Fuller Company Restricted Stock Unit Plan - incorporated by reference to Exhibit 10(d) to the Registrant's Annual Report on Form 10- K for the year ended November 30, 1993.
*10(d) Directors' Stock Plan - incorporated by reference to Exhibit 10(d) to the Registrant's Annual Report on Form 10-K405 for the year ended November 30, 1994.
*10(e) H.B. Fuller Company 1987 Stock Incentive Plan - incorporated by reference to Exhibit 4(a) to the Registrant's Registration Statement on Form S-8 (Commission File No. 33-16082).
*10(f) H.B. Fuller Company Nonqualified Retirement Plan for Costa Rica - incorporated by reference to Exhibit 10(f) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1988 (Commission File No. 0-3488).
*10(g) Form of Employment Agreement signed by executive officers - incorporated by reference to Exhibit 10(e) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1990 (Commission File No. 0-3488).
*10(h) Pension Plan Agreement with Dr. Hermann Lagally signed February 5, 1980 (English translation) - incorporated by reference to Exhibit 10(h) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1996.
*10(i) Managing Director Agreement with Dr. Hermann Lagally signed December 1, 1995 - incorporated by reference to Exhibit 10(i) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1996.
(A)(3.) EXHIBITS (CONTINUED) --------
*10(j) H.B. Fuller Company Supplemental Executive Retirement Plan -incorporated by reference to Exhibit 10(j) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1992.
*10(k) H.B. Fuller Company Executive Benefit Trust, dated October 25, 1993, between H.B. Fuller Company and First Trust National Association, as Trustee, relating to the H.B. Fuller Company Supplemental Executive Retirement Plan.
*10(l) Deferred Compensation Agreement dated December 22, 1994, between H.B. Fuller Company and Walter Kissling - incorporated by reference to Exhibit 10(m) to the Registrant's Annual Report on Form 10-K405 for the year ended November 30, 1994.
*10(m) First Amendment to Deferred Compensation Agreement dated December 22, 1994, between H.B. Fuller Company and Walter Kissling.
*10(n) Deferred Compensation Agreement dated May 5, 1997, between H.B. Fuller Company and Walter Kissling.
*10(o) Split-Dollar Insurance Agreement, dated May 5, 1997, between H.B. Fuller Company and Jorge Walter Bolanos, as Trustee of the Walter Kissling Irrevocable Trust Agreement dated May 5, 1997.
*10(p) Retirement Plan for Directors of H.B. Fuller Company - incorporated by reference to Exhibit 10(n) to the Registrant's Annual Report on Form 10- K405 for the year ended November 30, 1994.
*10(q) 1996 Performance Unit Plan - incorporated by reference to Exhibit 10(n) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1996.
* Asterisked items are management contracts or compensatory plans or arrangements required to be filed as an exhibit to this Form 10-K pursuant to Item 14(c) of this Form 10-K.
11 Statement re: Computation of Net Earnings Per Common Share 13 Pages 25-53 of the 1997 Annual Report to Shareholders 21 Subsidiaries of the Registrant 23 Consent of Price Waterhouse LLP 24 Manually signed Powers of Attorney 27 Financial Data Schedule
(B) REPORTS ON FORM 8-K -------------------
No reports on Form 8-K were filed during the fourth quarter of the fiscal year ended November 29, 1997.
(C) SEE EXHIBIT INDEX AND EXHIBITS ATTACHED TO THIS FORM 10-K. ----------------------------------------------------------
(D) SEE FINANCIAL STATEMENT SCHEDULE INCLUDED AT THE END OF THIS FORM 10-K. -----------------------------------------------------------------------
SIGNATURES ----------
Pursuant to the requirements of Section 13 or 15(d) 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.
H.B. FULLER COMPANY
Dated: February 26, 1998 By /s/ Walter Kissling ---------------------------- WALTER KISSLING President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
SIGNATURE TITLE --------- -----
/s/ Walter Kissling President and - ------------------------ Chief Executive Officer and Director WALTER KISSLING (Principal Executive Officer)
/s/ Jorge Walter Bolanos Senior Vice President, - -------------------------- Chief Financial Officer and Treasurer JORGE WALTER BOLANOS (Principal Financial Officer)
/s/ David J. Maki Vice President - -------------------------- and Controller DAVID J. MAKI (Principal Accounting Officer)
*ANTHONY L. ANDERSEN Chair, Board of Directors and Director *NORBERT R. BERG Director *EDWARD L. BRONSTIEN, JR. Director *FREEMAN A. FORD Director *GAIL D. FOSLER Director *REATHA CLARK KING Director *JOHN J. MAURIEL, JR. Director *LEE R. MITAU Director *ROLF SCHUBERT Vice President and Director *LORNE C. WEBSTER Director
By: /s/ Richard C. Baker Dated: February 26, 1998 - ----------------------------- RICHARD C. BAKER Attorney in Fact
* Power of Attorney filed with this report as Exhibit 24 hereto.
REPORT OF INDEPENDENT ACCOUNTANTS ON ------------------------------------ FINANCIAL STATEMENT SCHEDULES -----------------------------
TO THE BOARD OF DIRECTORS OF H.B. FULLER COMPANY
Our audits of the consolidated financial statements referred to in our report dated January 11, 1998 appearing in the 1997 Annual Report to Stockholders of H.B. Fuller Company (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the Financial Statement Schedules listed in Item 14(a) of this Form 10- K. In our opinion, these Financial Statement Schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
Price Waterhouse LLP Minneapolis, Minnesota January 11, 1998
Schedule II ----------- H.B. Fuller Company and Consolidated Subsidiaries Valuation and Qualifying Accounts (Dollars in thousands)
EXHIBIT INDEX
EXHIBIT NUMBER
3(a) Restated Articles of Incorporation - incorporated by reference to Exhibit 3(a) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1992.
3(b) By-Laws of H.B. Fuller Company - incorporated by reference to Exhibit 3(b) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1995.
4(a) Rights Agreement, dated as of July 18, 1996, between H.B. Fuller Company and Norwest Bank Minnesota, National Association, as Rights Agent, which includes as an exhibit the form of Right Certificate, incorporated by reference to Exhibit 4 to the Registrant's Form 8-K, dated July 24, 1996.
4(b) Restated Articles of Incorporation referring to rights of security holders, Articles III, VII - incorporated by reference to Exhibit 4(b) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1992.
4(c) Specimen Stock Certificate - incorporated by reference to Exhibit 4(c) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1995.
4(d) Stock Exchange Agreement, dated July 18, 1996, between H.B. Fuller Company and Elmer L. Andersen, including Designations for Series B Preferred Stock, incorporated by reference to Exhibit 10 to the Registrant's Form 8- K, dated July 24, 1996.
10(a) H.B. Fuller Company 1992 Stock Incentive Plan - incorporated by reference to Exhibit 10(a) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1992.
10(b) H.B. Fuller Company Restricted Stock Plan - incorporated by reference to Exhibit 10(c) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1993.
10(c) H.B. Fuller Company Restricted Stock Unit Plan - incorporated by reference to Exhibit 10(d) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1993.
10(d) Directors' Stock Plan - incorporated by reference to Exhibit 10(d) to the Registrant's Annual Report on Form 10-K405 for the year ended November 30, 1994.
10(e) H.B. Fuller Company 1987 Stock Incentive Plan - incorporated by reference to Exhibit 4(a) to the Registrant's Registration Statement on Form S-8 (Commission File No. 33-16082).
10(f) H.B. Fuller Company Nonqualified Retirement Plan for Costa Rica - incorporated by reference to Exhibit 10(f) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1988 (Commission File No. 0-3488).
10(g) Form of Employment Agreement signed by executive officers - incorporated by reference to Exhibit 10(e) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1990 (Commission File No. 0-3488).
10(h) Pension Plan Agreement with Dr. Hermann Lagally signed February 5, 1980 (English translation) - incorporated by reference to Exhibit 10(h) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1996.
10(i) Managing Director Agreement with Dr. Hermann Lagally signed December 1, 1995 - incorporated by reference to Exhibit 10(i) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1996.
(A)(3.) EXHIBITS (CONTINUED) --------
10(j) H.B. Fuller Company Supplemental Executive Retirement Plan - incorporated by reference to Exhibit 10(j) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1992.
10(k) H.B. Fuller Company Executive Benefit Trust, dated October 25, 1993, between H.B. Fuller Company and First Trust National Association, as Trustee, relating to the H.B. Fuller Company Supplemental Executive Retirement Plan.
10(l) Deferred Compensation Agreement dated December 22, 1994, between H.B. Fuller Company and Walter Kissling - incorporated by reference to Exhibit 10(m) to the Registrant's Annual Report on Form 10-K405 for the year ended November 30, 1994.
10(m) First Amendment to Deferred Compensation Agreement dated December 22, 1994, between H.B. Fuller Company and Walter Kissling.
10(n) Deferred Compensation Agreement dated May 5, 1997, between H.B. Fuller Company and Walter Kissling.
10(o) Split-Dollar Insurance Agreement, dated May 5, 1997, between H.B. Fuller Company and Jorge Walter Bolanos, as Trustee of the Walter Kissling Irrevocable Trust Agreement dated May 5, 1997.
10(p) Retirement Plan for Directors of H.B. Fuller Company - incorporated by reference to Exhibit 10(n) to the Registrant's Annual Report on Form 10- K405 for the year ended November 30, 1994.
10(q) 1996 Performance Unit Plan - incorporated by reference to Exhibit 10(n) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1996.
11 Statement re: Computation of Net Earnings Per Common Share 13 Pages 25-53 of the 1997 Annual Report to Shareholders. 21 Subsidiaries of the Registrant 23 Consent of Price Waterhouse LLP 24 Manually signed Powers of Attorney 27 Financial Data Schedule
Item 14.
Exhibits, Financial Statement Schedules and Reports on Form 8-K - ---------------------------------------------------------------
All other financial statement schedules are omitted as the required information is inapplicable or the information is given in the financial statements or related notes.
(A)(3.) EXHIBITS --------
EXHIBIT NUMBER
3(a) Restated Articles of Incorporation - incorporated by reference to Exhibit 3(a) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1992.
3(b) By-Laws of H.B. Fuller Company - incorporated by reference to Exhibit 3(b) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1995.
4(a) Rights Agreement, dated as of July 18, 1996, between H.B. Fuller Company and Norwest Bank Minnesota, National Association, as Rights Agent, which includes as an exhibit the form of Right Certificate, incorporated by reference to Exhibit 4 to the Registrant's Form 8-K, dated July 24, 1996.
4(b) Restated Articles of Incorporation referring to rights of security holders, Articles III, VII - incorporated by reference to Exhibit 4(b) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1992.
4(c) Specimen Stock Certificate - incorporated by reference to Exhibit 4(c) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1995.
4(d) Stock Exchange Agreement, dated July 18, 1996, between H.B. Fuller Company and Elmer L. Andersen, including Designations for Series B Preferred Stock, incorporated by reference to Exhibit 10 to the Registrant's Form 8-K, dated July 24, 1996.
*10(a) H.B. Fuller Company 1992 Stock Incentive Plan - incorporated by reference to Exhibit 10(a) to the Registrant's Annual Report on Form 10- K for the year ended November 30, 1992.
*10(b) H.B. Fuller Company Restricted Stock Plan - incorporated by reference to Exhibit 10(c) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1993.
*10(c) H.B. Fuller Company Restricted Stock Unit Plan - incorporated by reference to Exhibit 10(d) to the Registrant's Annual Report on Form 10- K for the year ended November 30, 1993.
*10(d) Directors' Stock Plan - incorporated by reference to Exhibit 10(d) to the Registrant's Annual Report on Form 10-K405 for the year ended November 30, 1994.
*10(e) H.B. Fuller Company 1987 Stock Incentive Plan - incorporated by reference to Exhibit 4(a) to the Registrant's Registration Statement on Form S-8 (Commission File No. 33-16082).
*10(f) H.B. Fuller Company Nonqualified Retirement Plan for Costa Rica - incorporated by reference to Exhibit 10(f) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1988 (Commission File No. 0-3488).
*10(g) Form of Employment Agreement signed by executive officers - incorporated by reference to Exhibit 10(e) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1990 (Commission File No. 0-3488).
*10(h) Pension Plan Agreement with Dr. Hermann Lagally signed February 5, 1980 (English translation) - incorporated by reference to Exhibit 10(h) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1996.
*10(i) Managing Director Agreement with Dr. Hermann Lagally signed December 1, 1995 - incorporated by reference to Exhibit 10(i) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1996.
(A)(3.) EXHIBITS (CONTINUED) --------
*10(j) H.B. Fuller Company Supplemental Executive Retirement Plan -incorporated by reference to Exhibit 10(j) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1992.
*10(k) H.B. Fuller Company Executive Benefit Trust, dated October 25, 1993, between H.B. Fuller Company and First Trust National Association, as Trustee, relating to the H.B. Fuller Company Supplemental Executive Retirement Plan.
*10(l) Deferred Compensation Agreement dated December 22, 1994, between H.B. Fuller Company and Walter Kissling - incorporated by reference to Exhibit 10(m) to the Registrant's Annual Report on Form 10-K405 for the year ended November 30, 1994.
*10(m) First Amendment to Deferred Compensation Agreement dated December 22, 1994, between H.B. Fuller Company and Walter Kissling.
*10(n) Deferred Compensation Agreement dated May 5, 1997, between H.B. Fuller Company and Walter Kissling.
*10(o) Split-Dollar Insurance Agreement, dated May 5, 1997, between H.B. Fuller Company and Jorge Walter Bolanos, as Trustee of the Walter Kissling Irrevocable Trust Agreement dated May 5, 1997.
*10(p) Retirement Plan for Directors of H.B. Fuller Company - incorporated by reference to Exhibit 10(n) to the Registrant's Annual Report on Form 10- K405 for the year ended November 30, 1994.
*10(q) 1996 Performance Unit Plan - incorporated by reference to Exhibit 10(n) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1996.
* Asterisked items are management contracts or compensatory plans or arrangements required to be filed as an exhibit to this Form 10-K pursuant to Item 14(c) of this Form 10-K.
11 Statement re: Computation of Net Earnings Per Common Share 13 Pages 25-53 of the 1997 Annual Report to Shareholders 21 Subsidiaries of the Registrant 23 Consent of Price Waterhouse LLP 24 Manually signed Powers of Attorney 27 Financial Data Schedule
(B) REPORTS ON FORM 8-K -------------------
No reports on Form 8-K were filed during the fourth quarter of the fiscal year ended November 29, 1997.
(C) SEE EXHIBIT INDEX AND EXHIBITS ATTACHED TO THIS FORM 10-K. ----------------------------------------------------------
(D) SEE FINANCIAL STATEMENT SCHEDULE INCLUDED AT THE END OF THIS FORM 10-K. -----------------------------------------------------------------------
SIGNATURES ----------
Pursuant to the requirements of Section 13 or 15(d) 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.
H.B. FULLER COMPANY
Dated: February 26, 1998 By /s/ Walter Kissling ---------------------------- WALTER KISSLING President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
SIGNATURE TITLE --------- -----
/s/ Walter Kissling President and - ------------------------ Chief Executive Officer and Director WALTER KISSLING (Principal Executive Officer)
/s/ Jorge Walter Bolanos Senior Vice President, - -------------------------- Chief Financial Officer and Treasurer JORGE WALTER BOLANOS (Principal Financial Officer)
/s/ David J. Maki Vice President - -------------------------- and Controller DAVID J. MAKI (Principal Accounting Officer)
*ANTHONY L. ANDERSEN Chair, Board of Directors and Director *NORBERT R. BERG Director *EDWARD L. BRONSTIEN, JR. Director *FREEMAN A. FORD Director *GAIL D. FOSLER Director *REATHA CLARK KING Director *JOHN J. MAURIEL, JR. Director *LEE R. MITAU Director *ROLF SCHUBERT Vice President and Director *LORNE C. WEBSTER Director
By: /s/ Richard C. Baker Dated: February 26, 1998 - ----------------------------- RICHARD C. BAKER Attorney in Fact
* Power of Attorney filed with this report as Exhibit 24 hereto.
REPORT OF INDEPENDENT ACCOUNTANTS ON ------------------------------------ FINANCIAL STATEMENT SCHEDULES -----------------------------
TO THE BOARD OF DIRECTORS OF H.B. FULLER COMPANY
Our audits of the consolidated financial statements referred to in our report dated January 11, 1998 appearing in the 1997 Annual Report to Stockholders of H.B. Fuller Company (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the Financial Statement Schedules listed in Item 14(a) of this Form 10- K. In our opinion, these Financial Statement Schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
Price Waterhouse LLP Minneapolis, Minnesota January 11, 1998
Schedule II ----------- H.B. Fuller Company and Consolidated Subsidiaries Valuation and Qualifying Accounts (Dollars in thousands)
EXHIBIT INDEX
EXHIBIT NUMBER
3(a) Restated Articles of Incorporation - incorporated by reference to Exhibit 3(a) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1992.
3(b) By-Laws of H.B. Fuller Company - incorporated by reference to Exhibit 3(b) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1995.
4(a) Rights Agreement, dated as of July 18, 1996, between H.B. Fuller Company and Norwest Bank Minnesota, National Association, as Rights Agent, which includes as an exhibit the form of Right Certificate, incorporated by reference to Exhibit 4 to the Registrant's Form 8-K, dated July 24, 1996.
4(b) Restated Articles of Incorporation referring to rights of security holders, Articles III, VII - incorporated by reference to Exhibit 4(b) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1992.
4(c) Specimen Stock Certificate - incorporated by reference to Exhibit 4(c) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1995.
4(d) Stock Exchange Agreement, dated July 18, 1996, between H.B. Fuller Company and Elmer L. Andersen, including Designations for Series B Preferred Stock, incorporated by reference to Exhibit 10 to the Registrant's Form 8- K, dated July 24, 1996.
10(a) H.B. Fuller Company 1992 Stock Incentive Plan - incorporated by reference to Exhibit 10(a) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1992.
10(b) H.B. Fuller Company Restricted Stock Plan - incorporated by reference to Exhibit 10(c) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1993.
10(c) H.B. Fuller Company Restricted Stock Unit Plan - incorporated by reference to Exhibit 10(d) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1993.
10(d) Directors' Stock Plan - incorporated by reference to Exhibit 10(d) to the Registrant's Annual Report on Form 10-K405 for the year ended November 30, 1994.
10(e) H.B. Fuller Company 1987 Stock Incentive Plan - incorporated by reference to Exhibit 4(a) to the Registrant's Registration Statement on Form S-8 (Commission File No. 33-16082).
10(f) H.B. Fuller Company Nonqualified Retirement Plan for Costa Rica - incorporated by reference to Exhibit 10(f) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1988 (Commission File No. 0-3488).
10(g) Form of Employment Agreement signed by executive officers - incorporated by reference to Exhibit 10(e) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1990 (Commission File No. 0-3488).
10(h) Pension Plan Agreement with Dr. Hermann Lagally signed February 5, 1980 (English translation) - incorporated by reference to Exhibit 10(h) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1996.
10(i) Managing Director Agreement with Dr. Hermann Lagally signed December 1, 1995 - incorporated by reference to Exhibit 10(i) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1996.
(A)(3.) EXHIBITS (CONTINUED) --------
10(j) H.B. Fuller Company Supplemental Executive Retirement Plan - incorporated by reference to Exhibit 10(j) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1992.
10(k) H.B. Fuller Company Executive Benefit Trust, dated October 25, 1993, between H.B. Fuller Company and First Trust National Association, as Trustee, relating to the H.B. Fuller Company Supplemental Executive Retirement Plan.
10(l) Deferred Compensation Agreement dated December 22, 1994, between H.B. Fuller Company and Walter Kissling - incorporated by reference to Exhibit 10(m) to the Registrant's Annual Report on Form 10-K405 for the year ended November 30, 1994.
10(m) First Amendment to Deferred Compensation Agreement dated December 22, 1994, between H.B. Fuller Company and Walter Kissling.
10(n) Deferred Compensation Agreement dated May 5, 1997, between H.B. Fuller Company and Walter Kissling.
10(o) Split-Dollar Insurance Agreement, dated May 5, 1997, between H.B. Fuller Company and Jorge Walter Bolanos, as Trustee of the Walter Kissling Irrevocable Trust Agreement dated May 5, 1997.
10(p) Retirement Plan for Directors of H.B. Fuller Company - incorporated by reference to Exhibit 10(n) to the Registrant's Annual Report on Form 10- K405 for the year ended November 30, 1994.
10(q) 1996 Performance Unit Plan - incorporated by reference to Exhibit 10(n) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1996.
11 Statement re: Computation of Net Earnings Per Common Share 13 Pages 25-53 of the 1997 Annual Report to Shareholders. 21 Subsidiaries of the Registrant 23 Consent of Price Waterhouse LLP 24 Manually signed Powers of Attorney 27 Financial Data Schedule