FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2000
-----------------
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________________ to __________________
Commission file number 0-3488
------
H.B. FULLER COMPANY THRIFT PLAN
H.B. FULLER COMPANY
1200 Willow Lake Boulevard, P.O. Box 64683
St. Paul, Minnesota 55164-0683
H.B. Fuller Company
Thrift Plan
Report on Audit of Financial Statements
at December 31, 2000 and 1999
and for the Year Ended December 31, 2000
And Supplemental Schedules
at and for the Year Ended December 31, 2000
H.B. Fuller Company
Index to Financial Statements and Supplemental Schedules
- --------------------------------------------------------------------------------
Page(s)
Report of Independent Accountants F-1
Financial Statements:
Statement of Net Assets Available for Benefits at
December 31, 2000 and 1999 F-2
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 2000 F-3
Notes to Financial Statements F-4 - F-8
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes at
December 31, 2000 F-9
Schedule of Reportable Transactions for the Year Ended
December 31, 2000 F-10
Report of Independent Accountants
To the Participants and Administrator
of the H.B. Fuller Company Thrift Plan:
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the H.B. Fuller Company Thrift Plan (the Plan) at December 31, 2000 and 1999,
and the changes in net assets available for benefits for the year ended December
31, 2000, in conformity with accounting principles generally accepted in the
United States of America. 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 of these
statements in accordance with auditing standards generally accepted in the
United States of America, which 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, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of the Plan
are presented for purposes of additional analysis and are not a required part of
the basic financial statements but are supplementary information required by the
Department of Labor's Rules and Regulation for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
June 13, 2001
F-1
H.B. Fuller Company Thrift Plan
Statement of Net Assets Available for Benefits
December 31, 2000 and 1999
- --------------------------------------------------------------------------------
ASSETS 2000 1999
Investments, at fair value $138,922,456 $158,151,628
Receivables:
Employer contribution receivable 103,582 -
Participant contribution receivable 193,531 -
Accrued income 10,563 69,482
------------ ------------
Net assets available for benefits $139,230,132 $158,221,110
============ ============
The accompanying notes are an integral part of the financial statements.
F-2
H.B. Fuller Company Thrift Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2000
- --------------------------------------------------------------------------------
2000
Additions:
Investments:
Interest $ 253,379
Dividends 1,951,719
Realized net gains on sale and distribution
of investments 10,621,630
Other income 106,379
------------
Total investments 12,933,107
Plan asset transfers (see Note 1) 6,557,827
Participant contributions 6,783,353
Employer contributions 3,378,009
Participant loan repayment 285,014
------------
Total additions 29,937,310
Deductions:
Participant distributions and withdrawals 12,630,507
Administrative expense 78,972
Investments:
Changes in unrealized appreciation/(depreciation)
of investments 36,218,809
------------
Total deductions 48,928,288
------------
Net decrease (18,990,978)
Net assets available for benefits:
Beginning of year 158,221,110
------------
End of year $139,230,132
============
The accompanying notes are an integral part of the financial statements.
F-3
H.B. Fuller Company Thrift Plan
Notes to Financial Statements
- --------------------------------------------------------------------------------
1. Description of the Plan
The following brief description of the H.B. Fuller Company Thrift Plan
(the Plan) is provided for general information purposes only.
Participants should refer to the Plan document for more complete
information regarding the Plan's definitions, benefits, eligibility and
other matters.
General
The plan is a defined contribution plan covering all eligible employees
of H.B. Fuller Company (the Employer). The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974, as
amended (ERISA). Under the terms of the Plan, employees are eligible to
participate after six months of employment; part-time employees are
eligible after twelve months.
Effective November 15, 2000, the H.B. Fuller Company Profit Share Plus
Plan was merged into the Plan. Assets available for benefits of
$6,557,827 were transferred into the H.B. Fuller Company Thrift Plan on
November 28, 2000.
Trustee
The trustee for the Plan is Wells Fargo Minnesota, N.A. (the Trustee).
Eligibility and Contributions
All regular full time, non-union employees who have been employed for six
months, or regular part-time, non-union employees who have been employed
for twelve months are eligible to participate in the Plan. To become a
participant in the Plan, an employee must agree to make contributions
equal to 1% of pre-tax compensation up to a maximum of 12% of pre-tax
compensation for highly compensated participants and 15% for non-highly
compensated participants. In 2000, a participant could elect to
contribute up to a limit of $10,500 pre-tax compensation.
The Company makes contributions to employees' accounts by matching 100%
of an employee's contributions, up to 4% of the employee's eligible
compensation. A participant's contribution may be invested in any
combination of the following investment choices: H.B. Fuller Company
Common Stock Fund, Wells Fargo Stable Return Fund, PIMCO Total Return
Bond Fund, Wells Fargo Index Equity Fund (S&P 500), Wells Fargo Small
Company Growth Equity Fund, Wells Fargo Growth Balanced Investment Fund,
Janus Twenty Fund, and Janus Overseas Fund. A participant's investment
option for past and future contributions can be changed daily, by calling
the Trustee's on-line customer services. All Employer matching
contributions are invested in the Company Stock Fund. Investment income
is allocated to all participants on the basis of their respective account
balances at the close of each daily fund valuation.
A participant's voluntary contribution percentage amount can be changed
or suspended at any time, by calling the Trustee's on-line service prior
to month-end. Employer contributions to the Plan cease during the
suspension period.
Participant Accounts
Each participant's account is credited with (a) the participant's
contribution, (b) the Employer's contribution, and (c) an allocation of
the Plan's investment income. Allocations of the Plan's investment income
are based on account balances, as defined in the Plan document. (Any
income realized from short-term investments will be allocated in a
uniform and equitable manner among the investment funds in which such
contributions are invested.)
F-4
H.B. Fuller Company Thrift Plan
Notes to Financial Statements
- --------------------------------------------------------------------------------
Payment of Benefits
On termination of service due to retirement, a participant may elect to
receive either a lump-sum amount equal to the value of the participant's
vested interest in his or her account or installments as defined in the
Plan agreement. For termination of service due to other reasons, a
participant will receive a lump sum amount equal to the value of the
participant's vested interest in his or her account. The investment in
the H.B. Fuller Company Common Stock Fund may be withdrawn in the form of
either cash or shares of stock at the option of Plan participants.
Vesting
Participants are immediately vested in their contributions plus actual
earnings thereon. Vesting in the Company' matching and discretionary
contribution portion of their accounts plus actual earnings thereon is
based on years of continuous service. A participant is 100 percent vested
after five years of credited service to the Employer, or upon age 65,
disability, or death.
Participant Loans
Beginning April 1, 2000, participants may borrow from their fund accounts
a minimum of $1,000 up to a maximum of $50,000 or 50 percent of their
account balance, whichever is less. The loans are secured by the balance
in the participant's account and bear interest at rates equal to the
current Wells Fargo Prime Rate at the time of the loan. The rate will
remain fixed over the term of the loan, usually 5-15 years.
Forfeitures
Participants who terminate employment with the Employer forfeit the
non-vested portion of the Employer's contribution to the participants'
accounts. Amounts forfeited are used to reinstate re-hired employees
whose 401(k) benefits had been previously forfeited to reduce future
Employer contributions. Forfeitures for the year ended December 31, 2000
were $83,245.
Plan Termination
Although it has no intention to do so, the Employer may, at any time, by
action of its Board of Directors, terminate the Plan or discontinue
contributions. Upon termination or discontinuance of contributions, all
Employer contribution amounts in participant accounts will become fully
vested.
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements are presented on the accrual basis
of accounting in accordance with accounting principles generally accepted
in the United States of America.
Investment Valuation
The fair values of the Plan's investments in common stock of the Employer
are based on published quotations. The fair values of investments in
securities of unaffiliated issuers are based on fair values supplied by
the Trustee. Realized gains or losses reflect all differences between
sales proceeds and historical cost of units sold, on an average cost
basis. Securities transactions are recorded on the trade date.
Interest and Dividends
Interest income is recorded as earned on an accrual basis and dividend
income is recorded on the ex-dividend date.
F-5
H.B. Fuller Company Thrift Plan
Notes to Financial Statements
- --------------------------------------------------------------------------------
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amount of assets and liabilities and changes therein, and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of investment earnings and expenses during the
reporting period. Actual results could differ from those estimates.
Risks and Uncertainties
The Plan provides for various investment options in any combination of
stocks, bonds and other investment securities. Investment securities are
exposed to various risks, such as interest rate, market and credit. Due
to the level of risk associated with certain investment securities and
the level of uncertainty related to changes in the value of investment
securities, it is at least reasonably possible that changes in risks in
the near term would materially affect participants' account balances and
the amounts reported in the statement of assets available for plan
benefits and the statement of changes in assets available for plan
benefits.
Plan Expenses
H.B. Fuller Company pays or reimburses participants for all
administrative costs and investment fees.
3. Investments
The following represents investments that total 5% or more of the
Plan's net assets:
December 31,
--------------------------
2000 1999
H.B. Fuller Company common stock,
1,795,718 and 1,504,948 shares, respectively $70,846,630* $84,183,012
Wells Fargo Stable Return Fund,
450,558 and 88,643 shares, respectively 13,631,172 2,518,711
Wells Fargo Index Equity Fund,
524,282 and 605,846 shares, respectively 27,655,871 36,726,355
Wells Fargo Growth Balanced Investment Fund,
430,081 and 478,991 shares, respectively 13,229,305 14,877,459
* Non-participant directed investment.
F-6
H.B. Fuller Company Thrift Plan
Notes to Financial Statements
- --------------------------------------------------------------------------------
Unrealized Appreciation/(Depreciation) of Investments
The unrealized appreciation/(depreciation) of investments was as follows:
Wells Fargo
H.B. Fuller ---------------------------------------------
Company Growth Small PIMCO
Common Stable Index Balanced Company Total Janus Janus
Stock Return Equity Investment Growth Return Bond Twenty Overseas
Fund Fund Fund Fund Fund Fund Fund Fund Total
Unrealized appreciation/
(depreciation) at
December 31, 1999 $37,776,231 $ 94,904 $13,620,115 $2,581,484 $ 242,333 $ - $ - $ - $54,315,067
Other security change
during the year ended
December 31, 2000 (1,455,708) 1,978,539 - - - - - - 522,831
Investment change
during the year ended
December 31, 2000 (24,347,487) (436,912) (7,538,199) (920,025) (1,444,119) 24,896 (982,380) (574,583) (36,218,809)
----------- ---------- ----------- ---------- ----------- ------- ---------- --------- -----------
Unrealized appreciation/
(depreciation) at
December 31, 2000 $11,973,036 $1,636,531 $ 6,081,916 $1,661,459 $(1,201,786) $24,896 $(982,380) $(574,583) $18,619,089
=========== ========== =========== ========== =========== ======= ========= ========= ===========
Realized Gains (Losses)
During the year ended December 31, 2000, realized gains (losses) resulting from
the sale and distribution of investments were as follows:
Wells Fargo
H.B. Fuller ---------------------------------------------
Company Growth Small PIMCO
Common Stable Index Balanced Company Total Janus Janus
Stock Return Equity Investment Growth Return Bond Twenty Overseas
Fund Fund Fund Fund Fund Fund Fund Fund Total
Aggregate proceeds $21,602,890 $25,144,964 $11,327,973 $5,719,109 $3,882,746 $102,921 $3,369,538 $428,864 $71,579,005
Aggregate average cost 19,982,344 24,013,878 6,927,161 4,023,567 2,218,374 100,629 3,404,695 286,727 60,957,375
----------- ----------- ----------- ---------- ---------- -------- ---------- -------- -----------
Realized gain (losses) $ 1,620,546 $1,131,086 $4,400,812 $1,695,542 $1,664,372 $ 2,292 $ (35,157) $142,137 $10,621,630
=========== ========== ========== ========== ========== ======== ========== ======== ===========
F-7
H.B. Fuller Company Thrift Plan
Notes to Financial Statements
- --------------------------------------------------------------------------------
4. Non-participant Directed Investments
Information about the net assets and the significant components of the
changes in net assets relating to the non-participant directed
investments is as follows:
December 31,
----------------------------
2000 1999
Net assets:
Common stock $71,000,906* $84,521,252
Private debt obligations 2,161,704 -
----------- -----------
$73,162,610 $84,521,252
=========== ===========
* Includes $70,846,630 of H.B. Fuller common stock, $151,400 of
H.B. Fuller Common Stock Investment Fund and $2,876 of accrued
income.
Year Ended
December 31,
2000
Changes in net assets:
Contributions $ 5,319,129
Interest 19,087
Dividends 1,316,563
Other income 94,600
Net realized depreciation of investments (22,726,942)
Participant loan repayment 180,687
Plan asset transfers (see Note 1) 6,557,827
Participant distributions and withdrawals (4,079,131)
Net transfers to participant directed investments 1,962,951
Administrative expenses (3,413)
------------
$(11,358,642)
============
5. Tax Status
The Internal Revenue Service has determined and informed the Employer by
a letter dated November 14, 1995 that the Plan is designed in accordance
with applicable sections of the Internal Revenue Code (IRC). The Plan's
administrator believes the Plan is designed and is currently being
operated in compliance with the applicable requirements of the IRC.
6. Related Party and Party-in-Interest Transactions
Plan investments include H.B. Fuller Company common stock which is
invested in shares of stock of the Employer. H.B. Fuller Company is the
holding company of the Plan sponsor and, therefore, these transactions
qualify as party-in-interest. Purchases and sales of H.B. Fuller Company
common stock for the year ended December 31, 2000, amounted to
$10,110,738 and $5,263,064, respectively.
The Plan also invests in various funds managed by Wells Fargo Minnesota,
N.A. Wells Fargo Minnesota, N.A. is the trustee as defined by the Plan
and, therefore, the related transactions qualify as party-in-interest.
The Trustee is authorized to invest in securities under its management
and control on behalf of the Plan. Fees paid by the Plan for the
investment management services amounted to $73,822 for the year ended
December 31, 2000. The Trustee made purchases and sales of such
securities amounting to $34,618,851 and $46,074,719, respectively.
F-8
H.B. Fuller Company Thrift Plan
Schedule of Assets Held for Investment Purposes
At December 31, 2000
- --------------------------------------------------------------------------------
(b)
Identity of Issuer, (e)
Borrower or (c) Units/ (d) Current
(a) Similar Party Description Shares Cost Value
* Wells Fargo H.B. Fuller Common Stock Fund
Minnesota, N.A. Common Stock 1,795,718 $ 58,873,594 $ 70,846,630
* Wells Fargo H.B. Fuller Common Stock Fund
Minnesota, N.A. Investment Fund 151,400 151,400 151,400
------------- -------------- --------------
1,947,118 59,024,994 70,998,030
------------- -------------- --------------
* Wells Fargo
Minnesota, N.A. Stable Return Fund
Pooled, Common & Collective 450,558 11,994,641 13,631,172
* Wells Fargo Stable Return Fund
Minnesota, N.A. Cash - Non-Interest Bearing (30,587) (30,587) (30,587)
------------- -------------- --------------
419,971 11,964,054 13,600,585
------------- -------------- --------------
* Wells Fargo Index Equity Fund
Minnesota, N.A. Common Stock 524,282 21,573,955 27,655,871
* Wells Fargo Index Equity Fund
Minnesota, N.A. Cash - Non-Interest Bearing (61,081) (61,081) (61,081)
------------- -------------- --------------
463,201 21,512,874 27,594,790
------------- -------------- --------------
* Wells Fargo Growth Balanced Investment Fund
Minnesota, N.A. Mutual Fund - Balanced 430,081 11,567,846 13,229,305
* Wells Fargo Growth Balanced Investment Fund
Minnesota, N.A. Cash - Non-Interest Bearing (163,212) (163,212) (163,212)
------------- -------------- --------------
266,869 11,404,634 13,066,093
------------- -------------- --------------
* Wells Fargo Small Company Growth Fund
Minnesota, N.A. Common Stock 242,988 7,434,424 6,232,638
* Wells Fargo Small Company Growth Fund
Minnesota, N.A. Cash - Non-Interest Bearing (24,840) (24,840) (24,840)
------------- -------------- --------------
218,148 7,409,584 6,207,798
------------- -------------- --------------
* Wells Fargo PIMCO Total Return Bond Fund
Minnesota, N.A. Corporate Bonds 58,295 580,789 605,685
* Wells Fargo PIMCO Total Return Bond Fund
Minnesota, N.A. Cash - Non-Interest Bearing (1,146) (1,146) (1,146)
------------- -------------- --------------
57,149 579,643 604,539
------------- -------------- --------------
* Wells Fargo Janus Twenty Fund
Minnesota, N.A. Common Stock 55,999 4,051,135 3,068,755
* Wells Fargo Janus Twenty Fund
Minnesota, N.A. Cash - Non-Interest Bearing 3,315 3,315 3,315
------------- -------------- --------------
59,314 4,054,450 3,072,070
------------- -------------- --------------
* Wells Fargo Janus Overseas Fund
Minnesota, N.A. Common Stock 61,286 2,201,115 1,626,532
* Wells Fargo Janus Overseas Fund
Minnesota, N.A. Cash - Non-Interest Bearing (9,685) (9,685) (9,685)
------------- -------------- --------------
51,601 2,191,430 1,616,847
------------- -------------- --------------
* Participant Loans Loan Fund
Private Debt Obligation
Wells Fargo prime interest rate
5-15 year terms 2,161,704 2,161,704 2,161,704
------------- -------------- --------------
Total investments at end of plan year $ 120,303,367 $ 138,922,456
-------------- --------------
Note: The above data is based upon information which has been certified as
complete and accurate by Wells Fargo Minnesota, N.A.
F-9
H.B. Fuller Company Thrift Plan
Schedule of Reportable Transactions*
Year Ended December 31, 2000
- --------------------------------------------------------------------------------
5% of series of transaction by broker:
Expense
Principal Incurred with Transaction Net
Broker Description Cash Transaction Cost Gain
CS First Boston Corp. H.B. Fuller Common
Stock Fund,
Common Stock $8,464,835 $63 $8,059,173 $405,662
5% of series of transaction by security issue:
Number of Total Dollar Amount
---------------- --------------------------- Net
Security Issue Purchases Sales Purchases Sales Gain
H.B. Fuller Common Stock Fund,
Common Stock 43 26 $10,110,739 $ 5,263,063 $1,620,546
H.B. Fuller Common Stock Fund
Investment Fund 151 167 16,347,958 16,339,824 -
* Transactions or series of transactions in excess of 5% of the current
value of the Plan's assets at December 31, 1999, as defined in Section
2520.103-6 of the Department of Labor's Rules and Regulations for
Reporting and Disclosure under ERISA.
Note: The above data is based upon information which has been certified as
complete and accurate by Wells Fargo Minnesota, N.A.
Parties in Interest: Wells Fargo Minnesota, N.A. - Trustee;
H.B. Fuller Company - Administrator.
F-10
SIGNATURE
Pursuant to the requirements 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 Thrift Plan
H.B. Fuller Company
Dated: June 28, 2001 By: /s/ Todd Mestad
----------------------------
Todd Mestad
Director of Benefits
F-11