SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
H.B. Fuller Company
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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[LOGO]-REGISTERED TRADEMARK- H.B. FULLER COMPANY
1200 County Road "E" West
Arden Hills, Minnesota 55112-3792
612-481-4600
FAX: 612-481-0682
BECAUSE OF THE POSSIBILITY
OF MAIL DELAYS, PLEASE SIGN
AND RETURN THE ENCLOSED
PROXY EVEN IF YOU RETURNED
THE ORIGINAL.
Dear Stockholder:
A REMINDER
We have previously sent to you proxy soliciting material relating to the
Annual Meeting of Stockholders to be held on Thursday, April 18, 1996.
Since the proposals to be voted on are particularly important, we urge you to
give the proxy materials your immediate attention. Please SIGN AND RETURN
your proxy TODAY in the envelope provided.
Please note your Board of Directors recommends the following vote:
FOR proposals #1 and 2
AGAINST proposal #3
To vote according to the Board of Directors' recommendations, you need only
sign and date the proxy; you need not mark any boxes.
Thank you for your cooperation.
Sincerely,
/s/ Richard C. Baker
Richard C. Baker
Corporate Secretary
PLEASE ACT PROMPTLY
SECOND MAILING
To participants in the H.B. Fuller Company Thrift Plan and
H.B. Fuller Company Profit Share Plus Plan
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We are Trustee of the Trusts established in connection with the H.B. Fuller
Company Thrift Plan and H.B. Fuller Company Profit Share Plus Plan. As Trustee,
we are the record owner of the shares of Common Stock of H.B. Fuller Company
("the Company") held in the Trust Funds for the benefit of Participants.
The Plans permit each participant to instruct the Trustee how to vote the number
of shares of the Company's Common Stock in the Trust Funds that are allocated to
the participant's accounts.
We previously mailed to you (1) a Notice of Annual Meeting of Shareholders of
H.B. Fuller Company to be held on April 18, 1996 and Proxy Statement and (2)
H.B. Fuller Company Annual Report. If you complete a voting instruction card and
return it to us in the enclosed envelope by April 10, 1996, we will vote in
accordance with your instructions, the shares of the Company's Common Stock
allocated to your accounts.
Although the Plans provide that you may give the Trustee voting instructions
with respect to such stock, it is important to note that the Trustee remains the
record owner of such stock. Therefore, the ability to instruct the Trustee how
to vote confers no right on Participants to directly vote at the Annual Meeting
of Shareholders.
As stated above, the enclosed instruction card must be properly completed if
voting instructions are to be honored. If the card is not received by April 10,
1996, or if the card is received but the voting instructions are invalid, the
shares with respect to which you could have directed us will be voted in
accordance to the terms of the Plans.
(CONTINUED ON REVERSE SIDE)
Your voting instructions are strictly confidential.
Please complete, date, sign and promptly return the enclosed voting instruction
card.
Sincerely,
Gary R. Porter
Vice President
Norwest Bank Minnesota National Association
H.B. FULLER COMPANY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
2400 Energy Park Drive OF DIRECTORS.
St. Paul, MN 55108 The undersigned, revoking all prior proxies,
PROXY appoints Anthony L. Andersen, Walter Kissling
- -------------------- and Richard C. Baker, or any one or more of
them, as proxies, with full power of
substitution and revocation, to represent the
undersigned and to vote, as checked
below and otherwise in their discretion, upon such other matters as may
properly come before the meeting, all shares of the common stock of H.B. Fuller
Company which the undersigned is entitled to vote at the Annual Meeting of the
Shareholders of the Company to be held at Ruberto's Banquet Center, 1132 East
County Road E, Vadnais Heights, Minnesota 55110, on Thursday, April 18, 1996,
at 3:00 p.m. and at any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES FOR ELECTION OF
DIRECTORS AND FOR THE PROPOSAL IN #2.
1. Election of the following three director-nominees as / / FOR ALL NOMINEES
Class III Directors for a three-year term and until (except as indicated below)
their successors are duly elected and qualified: / / WITHHOLD AUTHORITY FOR ALL
Edward L. Bronstien, Jr., Walter Kissling and Lorne
C. Webster.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S
NAME IN THE SPACE PROVIDED BELOW.)
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2. To ratify the appointment of Price Waterhouse as FOR AGAINST ABSTAIN
auditors for the fiscal year ending / / / / / /
November 30, 1996.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE FOLLOWING PROPOSAL IN #3.
3. To act on a stockholder proposal regarding FOR AGAINST ABSTAIN
tobacco-related business of the Company. / / / / / /
4. To vote with discretionary authority upon such other
matters as may properly come before the meeting.
(Please Date and Sign on Reverse Side)
IF SHARES ARE HELD IN THE DIVIDEND REINVESTMENT PLAN, SUCH SHARES ARE INCLUDED
IN THIS TOTAL AND WILL BE VOTED AS DIRECTED HEREON.
IF NOT OTHERWISE SPECIFIED ABOVE, THIS PROXY WILL BE VOTED FOR ITEMS 1 AND 2,
AGAINST ITEM 3 AND IN THE DISCRETION OF THE PROXIES, ON OTHER MATTERS THAT MAY
PROPERLY COME BEFORE THE MEETING.
Receipt of Notice of Meeting
and Proxy Statement and Annual
Report Is Hereby Acknowledged.
DATED: _________________ , 1996
_______________________________
_______________________________
Please sign proxy as name
appears. JOINT OWNERS SHOULD
EACH SIGN PERSONALLY. Trustees
and others signing in a
representative capacity should
indicate the capacity in which
they sign.
VOTING INSTRUCTIONS TO TRUSTEE
I hereby direct Norwest Bank Minnesota, N.A.,
as Trustee of the H.B. Fuller Company Thrift
Plan Trust and the H.B. Fuller Company Profit
Share Plus Plan Trust to vote at the Annual
Meeting of the Shareholders of H.B. Fuller
Company ("the Company") to be held on April 18,
1996, and at any and all adjournments of said
H.B. FULLER COMPANY meeting, the common stock of the Company
THRIFT PLAN allocated to my accounts.
AND PROFIT SHARE I understand this card must be returned to the
PLUS PLAN Trustee if my voting instructions are to be
honored. If it is not received by the Trustee,
or if it is received but the voting
instructions are invalid, the stock with
respect to which I could have directed the
Trustee shall be voted by the Trustee in
accordance with the terms of the plans.
The Trustee is hereby directed to vote as indicated on the following proposals
which are more fully described in the Company's Notice of Annual Meeting of
Shareholders and Proxy Statement.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES FOR ELECTION OF
DIRECTORS AND FOR THE PROPOSAL IN #2.
1. Election of the following three director-nominees as / / FOR ALL NOMINEES
Class III Directors for a three-year term and until (except as indicated
their successors are duly elected and qualified: below)
Edward L. Bronstien, Jr., Walter Kissling and Lorne / / WITHHOLD
C. Webster. AUTHORITY FOR ALL
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)
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2. To ratify the appointment of Price Waterhouse as FOR AGAINST ABSTAIN
auditors for the fiscal year ending / / / / / /
November 30, 1996.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE FOLLOWING PROPOSAL IN #3.
3. To act on a stockholder proposal regarding FOR AGAINST ABSTAIN
tobacco-related business of the Company. / / / / / /
4. To vote with discretionary authority upon such other
matters as may properly come before the meeting.
(Please Date and Sign on Reverse Side)
Thrift Profit Share Plus
IF NOT OTHERWISE SPECIFIED ABOVE, THIS VOTING CARD WILL BE VOTED IN ACCORDANCE
TO THE TERMS OF THE PLANS.
Receipt of Notice of Meeting and
Proxy Statement and Annual Report
Is Hereby Acknowledged.
Dated: _________________ , 1996
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Please sign card as name
appears at left.