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Exhibit 99-c
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended December 31, 1993
1988 EMPLOYEES STOCK PURCHASE PLAN
(Full title of the Plan)
NORDSON CORPORATION
(Name of issuer of securities held pursuant to the Plan)
28601 Clemens Road
Westlake, Ohio 44145
(Address of principal executive office)
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ITEM 1. CHANGE IN THE PLAN.
No material changes in the provisions of the Plan were made in
the fiscal year.
ITEM 2. CHANGES IN INVESTMENT POLICY.
No material changes were made during the fiscal year in the
policy with respect to the kind of securities and other investments in which
funds held under the Plan may be invested.
ITEM 3. CONTRIBUTIONS UNDER THE PLAN.
No contributions were made under the Plan by the issuer.
ITEM 4. PARTICIPATING EMPLOYEES.
There were 1,735 employees who were eligible to participate in
the Plan at December 31, 1993.
ITEM 5. ADMINISTRATION OF THE PLAN.
(a) The Plan is administered by the following persons, in
their capacity as members of the Compensation Committee of the Board of
Directors of the issuer:
NAME AND ADDRESS POSITION WITH ISSUER
---------------- --------------------
Eric T. Nord Director & Chairman of the Board
23 Hawthorne Avenue
Oberlin, Ohio 44074
William W. Colville Director
Owens Corning Fiberglas
Fiberglas Tower
Toledo, Ohio 43659
Stephen R. Hardis Director
Eaton Corporation
Eaton Center
Cleveland, Ohio 44114
Dr. Anne O. Krueger Director
Department of Economics
Stanford University
Stanford, CA 94305-6072
(b) Members of the Compensation Committee received no
compensation from the Plan.
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ITEM 6. CUSTODIAN OF INVESTMENTS.
(a) Society National Bank, 127 Public Square, Cleveland,
Ohio 44115 acts as custodian for amounts contributed by employees under the
Plan.
(b) No compensation was received from the Plan by Society
National Bank or any other persons.
(c) The officers and employees of Society National Bank
who are responsible for custody of the securities and other investments under
the Plan are covered by a Financial Institutions Bond and has limits of
$40,000,000 per occurrence with an $80,000,000 policy aggregate, subject to a
$5,000,000 deductible.
ITEM 7. REPORTS TO PARTICIPATING EMPLOYEES.
Each participant in the Plan that has amounts withheld from
their wages receives annual statements from Society National Bank reporting the
transactions of that participant's account during the preceding year and the
status of the account at the end of such year. In addition, each participant
in the Plan receives, on an annual basis, a copy of the Registrant's Annual
Report to Shareholders.
ITEM 8. INVESTMENT OF FUNDS.
Society National Bank, the Trustee of the Plan, is investing
the assets in Money Market Funds. No brokerage commissions have been paid by
the Plan.
ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS
PAGE NO.
--------
Report of Independent Auditors F-1
Statement of Financial Condition - December 31, 1993
and 1992 F-2
Statement of Income and Changes in Participants' Equity
for each of the three years in the period ended
December 31, 1993 F-3
Notes to financial statements F-4 & F-5
Schedules I, II and III have been omitted since the required
information is included in the financial statements, including the notes
thereto, or is not present, or not present in amounts sufficient to require
submission of the schedule.
(b) EXHIBITS
Consent of Independent Auditors
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this
annual report to be signed by the undersigned thereunto duly authorized.
NORDSON CORPORATION
1988 EMPLOYEES STOCK PURCHASE PLAN
By /s/ Nicholas D. Pellecchia
----------------------------------------
Nicholas D. Pellecchia
Vice President-Finance and Treasurer
Nordson Corporation
Date: January 21, 1994
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REPORT OF INDEPENDENT AUDITORS
The Compensation Committee and Participants
Nordson Corporation 1988 Employees Stock Purchase Plan
We have audited the accompanying statement of financial
condition of the Nordson Corporation 1988 Employees Stock Purchase Plan as of
December 31, 1993 and 1992 and the related statement of income and changes in
participants' equity for each of the three years in the period ended December
31, 1993. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of the Nordson
Corporation 1988 Employees Stock Purchase Plan at December 31, 1993 and 1992
and the results of its operations and changes in its participants' equity for
each of the three years in the period ended December 31, 1993 in conformity
with generally accepted accounting principles.
/s/ Ernst & Young
Ernst & Young
Cleveland, Ohio
January 21, 1994
F-1
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NORDSON CORPORATION
1988 EMPLOYEES STOCK PURCHASE PLAN
STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1993 AND 1992
ASSETS 1993 1992
-------- --------
Cash equivalents $157,140 $157,993
======== ========
PARTICIPANTS' EQUITY
Participants' equity $157,140 $157,993
======== ========
See accompanying notes.
F-2
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NORDSON CORPORATION
1988 EMPLOYEES STOCK PURCHASE PLAN
STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
1993 1992 1991
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Net income from investments $ 3,098 $ 3,070 $ 6,007
Employee contributions 2,081,811 1,776,013 1,368,353
Employee stock purchases (Note 1) (1,998,248) (1,638,890) (1,248,842)
Employee withdrawals (87,514) (105,883) (137,285)
---------- ---------- ----------
Increase (decrease) in
participants' equity (853) 34,310 (11,767)
Participants' equity at the
beginning of the period 157,993 123,683 135,450
---------- ---------- ----------
Participants' equity at the end
of the period $ 157,140 $ 157,993 $ 123,683
========== ========== ==========
See accompanying notes.
F-3
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NORDSON CORPORATION
1988 EMPLOYEES STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993
1. PROVISIONS OF THE PLAN.
The following description of the 1988 Employees Stock Purchase
Plan ("the Plan") provides only general information. Participants should refer
to the Plan agreement for a more complete description of the Plan's provisions.
The Plan authorized the sale of up to 1,200,000 common shares.
As of December 31, 1993, 949,880 common shares are available to be sold under
this Plan. On March 10, 1993, Nordson Corporation ("the Registrant")
shareholders approved the adoption of the Nordson's 1993 Long-Term Performance
Plan ("the Long-Term Plan"). Under the Long-Term Plan, the aggregate number of
common shares that may be subject to award grants in any fiscal year would be
three percent of the number of common shares outstanding at the beginning of
the fiscal year plus the number of common shares that were available for grant
but not granted the previous years. The total common shares available for
grant in any fiscal year can not exceed three and one-half percent of the
common shares outstanding at the beginning of the fiscal year. The common
shares available for sale under the Plan are part of the common shares
available under the Long-Term Plan.
The shares may be purchased at certain times by eligible
employees who enter into an agreement with the Registrant. The purchase price
for the common shares offered under the Plan is 95% of the fair market value of
the common shares at the date of purchase (May 1 of each year). No agreements
may be entered into after April 30, 1994. The Plan is intended to provide all
eligible employees with an opportunity to designate up to 15% of their gross
earnings from the Registrant for the purchase of common shares either through
payroll deductions, by lump sum payments, transfer to the Registrant by the
employee of common shares having a current market value equal to the purchase
price, or by a combination of these methods. As of May 1, 1993, 1992 and
1991, 53,244, 34,416 and 53,934 common shares, respectively, were purchased
under the Plan. As of December 31, 1993, the Registrant was a party to stock
purchase agreements with 172 employees providing for payroll deductions and
1,735 employees deemed or enrolled as participants.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
METHOD OF ACCOUNTING - Plan transactions are accounted for on
the accrual method.
INCOME TAX STATUS - The Plan is not required to file income
tax returns or pay income taxes. The Plan meets the requirements of an
"employee stock purchase plan," as defined in Section 423 of the Internal
Revenue Code. Under Section 423, a participating employee will recognize no
income, and the Registrant will be entitled to no deduction, for federal income
tax purposes when the employee enters into an agreement or when the participant
completes payment for and receives common shares under the Plan. Interest
earned on the participants' contributions through payroll deductions are
credited to each participants' stock purchase account and is taxable to each
participant in the year earned.
F-4
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NORDSON CORPORATION
1988 EMPLOYEES STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993
INVESTMENTS - The investments of the Plan are carried at
market value which equals cost.
3. OTHER.
All costs and expense incurred in administering the Plan,
including fees of the trustee, are paid by the Registrant.
4. EMPLOYEE WITHDRAWALS.
Employee withdrawals represent refunds of participants'
contributions to the Plan for those employees who have either elected
voluntarily to end their participation in the Plan, have retired or have
terminated their employment from the Registrant.
F-5
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8 No. 33-20452) pertaining to the Nordson
Corporation 1988 Employees Stock Purchase Plan of our report dated January 21,
1994, with respect to the financial statements of the Nordson Corporation 1988
Employees Stock Purchase Plan included in the Annual Report (Form 11-K) for the
year ended December 31, 1993 which is included as Exhibit 99-c in this Annual
Report (Form 10-K) for the year ended October 31, 1993.
/s/ Ernst & Young
Ernst & Young
Cleveland, Ohio
January 26, 1994