| H.B. Fuller Company | Correspondence to: | |||
| 1200 Willow Lake Boulevard | P.O. Box 64683 | |||
| St. Paul, Minnesota 55110-5101 | St. Paul, MN 55164-0683 | |||
| Phone 651-236-5900 |
November 13, 2009
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
| Attention: | Mr. Terence O’Brien | |
| Accounting Branch Chief | ||
| Re: | H.B. Fuller Company | |
| Form 10-K for Fiscal Year Ended November 29, 2008 | ||
| Definitive Proxy Statement on Form 14A filed March 2, 2009 | ||
| File No. 001-09225 | ||
Dear Mr. O’Brien:
This letter contains the response of H.B. Fuller Company (the “Company” or “we”) to the comments regarding the report and proxy statement referenced above contained in your letter to the Company dated November 3, 2009. We have addressed your comment letter by reproducing the comment below and providing our response immediately thereafter. In addition, the Company has included the written acknowledgement requested by the Commission at the end of this letter.
Form 10-K for Fiscal Year Ended November 29, 2008
Item 15. Exhibits and Financial Statement Schedules, Page 92
| 1. | We note your response to comment ten in our letter dated September 11, 2009. The credit agreement and loan agreement filed as exhibits to the Form 10-Q for the quarterly period ended August 29, 2009 do not appear to contain all of the schedules to the agreements. Specifically, the filed credit agreement appears to be missing Schedules 2.03, 3.01, 3.06, 6.01, 6.02, 6.04 and 6.08 and the filed loan agreement appears to be missing schedules 3.01, 3.06, 6.01, 6.02, 6.04 and 6.08. As previously requested, please file all of the schedules to the agreements. Please note that even if a schedule is blank, you should still file it. |
In the Company’s upcoming Form 10-K report filing, we will include any schedules that were inadvertently omitted.
United States Securities and Exchange Commission
November 13, 2009
Page 2
Written Acknowledgement
Pursuant to your request, the Company acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in this filing, (ii) Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing, and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
* * * * *
If you have any questions or require any additional information, please call me at (651) 236-5710 or Tim Keenan, Vice President and General Counsel, at (651) 236-5867.
Very truly yours,
/s/ James R. Giertz
James R. Giertz
Senior Vice President and Chief Financial Officer
| cc: | Melissa Rocha, Chambre Malone & Dieter King, Securities and Exchange Commission | |
| Mr. Michele Volpi, President and Chief Executive Officer | ||
| Mr. Timothy J. Keenan, Vice Pres., General Counsel and Corp. Secretary | ||
| Mr. James C. McCreary, Jr., Vice Pres., Corp. Controller |