- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
November 30, 1996 Commission File No. 0-3488
H. B. FULLER COMPANY
A Minnesota Corporation
IRS Employer Identification No. 41-0268370
1200 Willow Lake Boulevard, Vadnais Heights, Minnesota 55110
Telephone - (612) 415-5900
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock (par value of $1.00 per share)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
-----
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
As of January 31, 1997, 14,087,166 Common Shares were outstanding and the
aggregate market value of the Common Shares held by non-affiliates of the
Registrant on that date was approximately $651,278,000.
DOCUMENTS INCORPORATED BY REFERENCE
Parts I, II and IV incorporate information by reference from the H. B. Fuller
Company 1996 Annual Report to Stockholders.
Part III incorporates information by reference from the Registrant's Proxy
Statement dated March 5, 1997.
- --------------------------------------------------------------------------------
-1-
H. B. FULLER COMPANY
1996 Form 10-K Annual Report
Table of Contents
Page
----
PART I
------
Item 1. Business 3
Item 2. Properties 6
Item 3. Legal Proceedings 7
Item 4. Submission of Matters to a Vote of Security Holders 9
Executive Officers of the Registrant 10
PART II
-------
Item 5. Market for the Registrant's Common Stock and
Related Stockholder Matters 11
Item 6. Selected Financial Data 11
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 8. Financial Statements and Supplementary Data 11
Item 9. Change in and Disagreements with Accountants on
Accounting and Financial Disclosure 11
PART III
--------
Item 10. Directors and Executive Officers of the Registrant 11
Item 11. Executive Compensation 11
Item 12. Security Ownership of Certain Beneficial Owners and Management 11
Item 13. Certain Relationships and Related Transactions 11
PART IV
-------
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 12
Signatures 15
-2-
PART I
Item 1.
Business
- --------
Founded in 1887 and incorporated as a Minnesota corporation in 1915, H.B. Fuller
Company today is a worldwide manufacturer and marketer of adhesives, sealants,
coatings, paints and other specialty chemical products. The Company currently
employs approximately 5,900 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 88 percent of 1996 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.
H.B. Fuller 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 U.S.
Segment Information
- -------------------
For financial information relating to major geographic areas of H. B. Fuller,
see Note 14, "Business Segment Information", on page 35 of the Company's 1996
Annual Report to Stockholders, 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:
Class of Product Sales
-------------------------------------
1996 1995 1994
------ ------ ------
Adhesives, sealants and coatings 88% 87% 86%
Paints 7 7 7
Other 5 6 7
------ ------ -----
100% 100% 100%
====== ====== =====
-3-
Non-U.S. Operations
- -------------------
Wherever feasible, H. B. Fuller'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 year-end 1996, the Company had plants in 31 countries outside the
United States and satellite sales offices in another ten countries and license
agreements used to maintain a worldwide manufacturing network. In the opinion
of management, 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 $1,275,716,000 total sales to unaffiliated customers in 1996,
$733,683,000 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
30, 1996, 1995 or 1994.
-4-
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 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. It 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 1996, 1995 and 1994 aggregated
$25,823,000, $26,541,000, and $23,624,000, respectively.
Environmental
- -------------
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.
-5-
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
- ---------
H. B. Fuller Company and consolidated subsidiaries employed approximately 5,900
persons on November 30, 1996, of which approximately 2,200 persons were employed
in the United States.
Item 2.
Properties
- ----------
The principal manufacturing plants and other properties are located in 32
countries:
U.S. Locations
--------------
California Michigan
Chatsworth Grand Rapids
Los Angeles (1 owned, 1 leased) Warren (1 owned, 1 leased)
Roseville Minnesota
Florida Minneapolis and St. Paul
Gainesville (7 owned, 1 leased)
Pompano Beach New Jersey - Edison
Georgia (1 owned, 1 leased)
Conyers* North Carolina - Greensboro
Covington Ohio
Forest Park Cincinnati*
Tucker Dayton
Illinois Tennessee - Memphis*
Palatine Texas
Tinley Park Dallas
Indiana - Elkhart Fort Worth
Kansas - Kansas City Houston
Kentucky - Paducah Washington - Vancouver
Massachusetts - Wilmington
*Leased properties
-6-
Other Locations
---------------
Argentina - Buenos Aires Honduras
Australia San Pedro Sula (2 owned)
Melbourne Tegucigalpa
Sydney* 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 Switzerland - Basel*
Luneburg Taiwan - Taipei
Nienburg* United Kingdom
France - Le Trait Birmingham*
Guatemala - Guatemala City Derbyshire*
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 1,540,000 square feet, including 201,000 square
feet of leased space. In addition, the Company has approximately 2,009,000
square feet of warehouse, including 409,000 square feet of leased space.
Offices and other facilities total 1,906,000 square feet, including 353,000
square feet of leased space. The Company believes that the properties owned or
leased are suitable and adequate for its business.
Item 3.
Legal Proceedings.
- -----------------
ENVIRONMENTAL REMEDIATION.
- -------------------------
The Company currently is deemed a potentially responsible party ("PRP"), in
conjunction with numerous other parties, in a number of government enforcement
and private actions associated with hazardous waste sites ("Sites"). As a PRP
or defendant, the Company may be required to pay a share of the cost of
investigation and cleanup of these Sites. In some cases, the Company may have
rights of indemnification from other parties.
The Company's future liability for such claims is difficult to predict because
of uncertainty as to the cost of investigation and cleanup of the Sites, the
Company's responsibility for such hazardous wastes and the number or financial
condition of other PRPs or defendants. Reserves for future liabilities at the
Sites are established as soon as an estimate of potential cleanup costs and
allocation can be determined. The reserves are reviewed and revised quarterly
in light of currently available technical and legal information. Based upon
such available information, it is the Company's opinion that these environmental
claims will not result in material liability to the Company.
-7-
Following is a list of Sites where the Company has or may have more than a de
--
minimis share of liability for remedial investigation and/or remediation costs
- -------
or which are too new to make an assessment. The expected or anticipated costs
for these Sites are included in the current reserves of the Company.
Helen Kramer, Mantua, New Jersey. The Company is named as a third-party
--------------------------------
defendant by both the EPA and the New Jersey EPA for remediation at this Federal
Superfund Site. Currently, the Company is participating in an allocation process
for third-party generators. An outside waste accountant has found no evidence of
any of the Company's waste at the Site. Negotiations for a settlement proposal
between third-party defendants and the EPA continue. Because the waste
accountant has found no evidence that any Company waste was disposed of at the
Site, the Company does not believe that any liability allocated to it will
materially affect its business or financial condition.
Wauconda Sand & Gravel, Wauconda, Illinois. The Company and other PRPs
------------------------------------------
signed a consent decree with the EPA that provides for payment of remedial work
at this Site. The Company has paid assessments of approximately $440,000. The
Company believes that any future costs will be minimal, and will not materially
affect its business or financial condition.
Bay Drums, Tampa, Florida. The Company has been identified as a PRP at
-------------------------
this Site. The Company has joined a PRP Group which has retained an outside
waste accountant for allocating cleanup costs amongst the PRPs. The Company is
allocated 175 drums or .673% of the Group's total. Based on this allocation, the
Company's estimated share is approximately $47,188. While the allocation may
change due to the ability or willingness of additional PRPs to share in the
cleanup costs, the Company believes that its final cost will be minimal, and
will not materially affect its business or financial condition.
Seaboard Chemical, Jamestown, North Carolina. In September of 1991, the
--------------------------------------------
Company's Pompano Beach, Florida and Covington, Georgia facilities were
identified as having contributed 40,590 pounds of waste to the Site. The
Company joined a PRP and de minimis Group and signed the Consent Order and the
-- -------
Buy-Out Agreement for the Phase I remediation. The North Carolina Department of
Natural Resources asserts that additional response costs are necessary to
complete the remediation of the Site. The Company believes that any future
costs will be minimal, and will not materially affect its business or financial
condition.
Solvents Recovery Services, Southington, Connecticut. The Company has
----------------------------------------------------
been named a PRP (ranked 325 out of 885) as a result of allegedly generating
12,240 gallons of hazardous waste disposed of through Solvents Recovery Service.
The Company at issue was acquired from the Terrell Corp. in July, 1986. The EPA
offered a de minimis settlement to PRPs who have been allocated less than 10,000
-- -------
gallons at the Site. The Company accepted the de minimis settlement and paid
-- -------
$61,635.89 for a full and final settlement of this Site. The EPA subsequently
rejected the Company as a de minimis party. The Company has requested the EPA to
-- -------
clarify its status, and objected to the EPA's determination that the Company is
not a de minimis party. Although the Company's allocation may change due to the
-- -------
ability or willingness of additional PRPs to share in the cleanup costs, the
Company believes that its future costs will be minimal, and will not materially
affect its business or financial condition.
Sunrise, Wayland, Michigan. The Company has received a notice of demand
--------------------------
for payment and response activities from the Michigan Department of Natural
Resources ("DNR") requesting that the Company participate in the cleanup of the
Sunrise Landfill. At this time, the DNR has estimated that clean-up may cost in
excess of $17 million. The Company has joined a PRP Group, which has submitted a
good faith proposal to the DNR for a Remedial Investigation and Feasibility
Study, the cost of which is expected to range from $337,000 to
-8-
$471,000. In addition, the State has incurred $3,744,744 in response costs to
date. The Company has paid $30,000 for a remedial investigation. It is
expected that numerous additional PRPs will be located to participate in these
costs, as well as final remediation. Because of the participation of other
financially viable PRPs, it is the Company's opinion that its future costs will
not materially affect its business or financial condition.
Waste Oil Tank Service, Houston, Texas. The Texas Water Commission
--------------------------------------
("Commission") notified the Company that it is a PRP at the Waste Oil Tank
Service Site. The Site was used as a waste oil and collection facility from
1975 to 1984, and has been included on the State's Superfund registry. Although
the Site is relatively small, approximately 1/2 acre, it has a high priority for
cleanup by the Commission because its investigation has shown hydrocarbon and
heavy metal contamination in the soil and surface water. The Commission's
investigation indicated that on one occasion in April of 1982, one of the
Company's facilities arranged for 2,600 gallons of hazardous waste to be
disposed of at the Site. The Company has joined a PRP Group which has submitted
a good faith proposal to the Commission for a Remedial Investigation and
Feasibility Study, the cost of which may range from $105,000 to $236,000.
Because of the participation of numerous other financially viable PRPs, it is
the Company's opinion that its allocation at this Site will not materially
affect its business or financial condition.
Schnitzer Iron & Metal, St. Paul, Minnesota. The Company recently
-------------------------------------------
received a Request for Information from the Minnesota Pollution Control Agency
with respect to the Company's use of this Site. Records indicate that the
Company disposed of a small amount of material at this Site on two occasions in
the early-1980's. Because of the Company's limited use of this Site, it is the
Company's opinion that any future costs at this Site will be minimal, and will
not materially affect its business or financial condition.
ArChem Company, Houston, Texas. The Company has received notice from the
------------------------------
Texas Water Commission that it is a PRP concerning remediation of the ArChem
property in Houston, Texas. The Company acquired the property in June of 1976,
and in 1978, the property was sold. The Commission's focus is on the companies
that sent chemicals to the Site pursuant to tolling agreements or otherwise had
specialty products manufactured by ArChem. The materials at issue were not
generated by or attributable to the Company. Because of an indemnification
agreement with a financially able indemnitor, and because the materials at issue
were not generated by the Company, it is the Company's opinion that this Site
will not have a material affect on the Company's business or financial
condition.
Other Legal Proceedings.
- -----------------------
On August 30, 1995, the Company was named one of 94 defendants, including
numerous other chemical companies, in a purported class action filed in Federal
District Court for the District of Texas on behalf of approximately 114
plaintiffs that worked at the Army Depot in Corpus Christi, Texas. The
plaintiffs seek $100 million in compensatory damages and $400 million in
punitive damages for injuries allegedly resulting from exposure to various
chemicals manufactured by the 94 defendants.
As with other types of litigation and proceedings to which the Company is a
party, based upon currently available information, it is the Company's opinion
that none of the matters will result in material liability to the Company.
Item 4.
Submission of Matters to a Vote of Security Holders
- ---------------------------------------------------
Not applicable.
-9-
Executive Officers of the Registrant
- ------------------------------------
The executive officers of the Company as of November 30, 1996, their ages and
current offices are set forth below:
Name Age Position Period Served
- ---- --- -------- -------------
Anthony L. Andersen 60 Chair, Board of Since 1992
Directors
Director Since 1966
Walter Kissling 65 President Since 1992
Chief Executive Officer Since 1995
Director Since 1968
Jorge Walter Bolanos 52 Chief Financial Officer Since 1992
and Treasurer
Senior Vice President Since 1995
Lars T. Carlson 58 Senior Vice President - Since 1996
Administration
John T. Ray, Jr. 59 Senior Vice President - Since 1984
North American
Adhesives, Sealants and
Coatings Group
Jerald L. Scott 55 Senior Vice President - Since 1996
Operations
Richard C. Baker 44 Vice President Since 1993
Corporate Secretary Since 1995
General Counsel Since 1990
Sarah R. Coffin 44 Vice President Since 1994
Hermann Lagally 55 Group President, Europe Since 1996
Antonio Lobo 53 Vice President Since 1989
Alan R. Longstreet 50 Vice President Since 1986
David J. Maki 55 Vice President Since 1990
Controller Since 1987
Rolf Schubert 58 Vice President Since 1982
Director Since 1972
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.
-10-
PART II
Information for Items 5 through 8 of this report appear in the 1996 H.B. Fuller
Company Annual Report to Stockholders as indicated on the following table and
are incorporated by reference to this Report:
Annual Report to Stockholders
Item Page
---- --------------
Item 5. Market for Registrant's Common Stock
- --------------------------------------------
and Related Stockholder Matters
-------------------------------
Trading Market 40
High and Low Market Value 40
Dividend Payments 40
Dividend Restrictions (Note 13) 33
Holders of Common Stock 41
Item 6. Selected Financial Data
- -------------------------------
1969 - 1996 in Review and
Selected Financial Data 38-39
Item 7. Management's Discussion and Analysis of
- -----------------------------------------------
Financial Condition and Results of Operations
---------------------------------------------
Management's Analysis of Results of
Operations and Financial Condition 17-21
Item 8. Financial Statements and Supplementary Data
- ---------------------------------------------------
Consolidated Financial Statements 22-35
Quarterly Data (Unaudited)(Note 15) 36
Item 9. Changes in and Disagreements with Accountants
- -----------------------------------------------------
on Accounting and Financial Disclosure
--------------------------------------
None
PART III
Items 10, 11, 12 and 13.
Directors and Executive Officers of the Registrant; Executive Compensation;
- ---------------------------------------------------------------------------
Security Ownership of Certain Beneficial Owners and Management; and Certain
- ---------------------------------------------------------------------------
Relationships and Related Transactions
- --------------------------------------
The information required by these Items other than the information set forth in
Part I, "Executive Officers of the Registrant", is omitted because the Company
will file within 120 days after the close of the Company's last fiscal year a
definitive proxy statement pursuant to Regulation 14A, which information, other
than the sections entitled "Compensation Committee Report on Executive
Compensation" and "Shareholder Return Performance Presentation" contained
therein, is herein incorporated by reference as if set out in full.
-11-
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
- -------------------------------------------------------------------------
Reference
-------------------------
Form 10-K Annual Report
Annual Report to Stockholders
Page Page
---------- ----------
(a)(1.) Index to Consolidated Financial Statements
Incorporated by Reference to the 1996 Annual
Report to Stockholders of H. B. Fuller Company:
Consolidated Statements of Earnings for the
Three Years Ended November 30, 1996 22
Consolidated Balance Sheets as of
November 30, 1996 and 1995 23
Consolidated Statements of Stockholders' Equity
for the Three Years Ended November 30, 1996 24
Consolidated Statements of Cash Flows
for the Three Years Ended November 30, 1996 25
Notes to Consolidated Financial Statements 26-36
Report of Independent Accountants 37
(a)(2.) Index to Consolidated Financial Statement
Schedules for the Three Years Ended November 30, 1996:
Auditors' Report on Financial Statement Schedules 16
Schedule II Valuation and Qualifying Accounts 17
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.
-12-
(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.
*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) Director's Stock Plan - incorporated by reference to Exhibit 10(d) to
the Registrant's Annual Report on Form 10-K 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 and certain
other employees - incorporated by reference to Exhibit 10(e) to the
Registrant's Annual Report on Form 10-K for the year ended November
30, 1990.
-13-
(a)(3.) Exhibits (continued)
--------
*10(h) Pension Plan Agreement with Dr. Hermann Lagally signed February 5,
1980 (English translation).
*10(i) Managing Director Agreement with Dr. Hermann Lagally signed
December 1, 1995.
*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) Deferred Compensation Agreement with 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(l) 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(m) 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(n) 1996 Performance Unit Plan.
*Asterisked items are management contracts or compensatory plans or arrangements
required to be filed as an exhibit pursuant to Item 14(a) of this Form 10-K.
11 Statement re: Computation of Net Earnings Per Common Share
13 Pages 17-43 of the 1996 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 30, 1996.
-14-
S I G N A T U R E S
-------------------
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 25, 1997 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
- --------------------------- (Principal Accounting Officer)
DAVID J. MAKI
*ANTHONY L. ANDERSEN Chair, Board of Directors and Director
*NORBERT R. BERG Director
*EDWARD L. BRONSTIEN, JR. Director
*ROBERT J. CARLSON 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 25, 1997
- ---------------------------
RICHARD C. BAKER
Attorney in Fact
*Power of Attorney filed with this report as Exhibit 24 hereto.
15
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 10, 1997 appearing in the 1996 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 10, 1997
16
Schedule II
-----------
H.B. Fuller Company and Consolidated Subsidiaries
Valuation and Qualifying Accounts
Years Ended November 30, 1996, 1995, and 1994
(Dollars in thousands)
Allowance for doubtful receivables
------------------------------------------
1996 1995 1994
-------- -------- --------
Balance at beginning of period $ 6,256 $ 6,221 $ 5,519
Additions(deductions):
Charged to costs and expenses 2,745 1,954 1,391
Accounts charged off during year (1,897) (2,073) (1,091)
Accounts of acquired businesses - - 288
Effect of currency exchange rate
changes on beginning of year
balance (61) 154 114
-------- -------- --------
Balance at end of period $ 7,043 $ 6,256 $ 6,221
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