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
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EFTEC Savings Plan
H.B. FULLER COMPANY
1200 Willow Lake Boulevard, P.O. Box 64683
St. Paul, Minnesota 55164-0683
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 EFTEC Savings 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 EFTEC Savings Plan (the Plan) at December 31, 2000 and 1999, and the
changes in net assets available for benefits for the period 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 Regulations 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
EFTEC Savings Plan
Statement of Net Assets Available for Benefits
December 31, 2000 and 1999
- --------------------------------------------------------------------------------
ASSETS 2000 1999
Investments, at fair value $8,886,536 $10,519,278
Receivables:
Employer contribution receivable 8,376 -
Participant contribution receivable 17,145 -
Accrued income 552 6,384
---------- -----------
Net assets available for benefits $8,912,609 $10,525,662
========== ===========
The accompanying notes are an integral part of the financial statements.
F-2
EFTEC Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2000
- --------------------------------------------------------------------------------
Additions:
Investments:
Interest $ 20,270
Dividends 94,594
Realized net gains on the sale and distribution of
investments 692,917
Other income 31,408
-----------
Total investments 839,189
Participant contributions 513,337
Employer contributions 247,180
Participant loan repayment 21,411
-----------
Total additions 1,621,117
Deductions:
Participant distributions and withdrawals 1,026,728
Administrative expense 2,629
Investments:
Changes in unrealized appreciation/(depreciation) of
investments 2,204,813
-----------
Total deductions 3,234,170
-----------
Net decrease (1,613,053)
Net assets available for benefits:
Beginning of year 10,525,662
-----------
End of year $ 8,912,609
===========
The accompanying notes are an integral part of the financial statements.
F-3
EFTEC Savings Plan
Notes to Financial Statements
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1. Description of the Plan
The following brief description of the EFTEC Savings 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. EFTEC (the
Employer) is a joint venture owned 70% by H.B. Fuller Company and 30% by
EMS Chemie.
General
The Plan, which is a defined contribution plan, was established February
13, 1997 and became effective April 1, 1997. The Plan merged assets from
separate plans formerly sponsored by H.B. Fuller Company and EMS-TOGO
Corporation. Former plans included the H.B. Fuller Company Thrift Plan,
the H.B. Fuller Profit Share Plus Plan and the EMS-TOGO Corporation, a
subsidiary of EMS Chemie, 401(k) Investment Plan. The Plan receives
pre-tax contributions from participant payroll deductions with
discretionary Employer matching and discretionary Employer profit
sharing.
It is subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended (ERISA).
Trustee
The trustee for the Plan is Wells Fargo Minnesota, N.A. (the Trustee).
Eligibility and Contributions
All regular full-time United States EFTEC employees, excluding members of
collective bargaining units whose contracts do not provide for
participation, are eligible to make contributions to the Plan after six
months of employment. Regular part-time employees are eligible to
participate after twelve months.
The Employer matches 100% of an employees pre-tax contribution, up to 4%
of the employee's eligible compensation. To participate, an employee must
agree to make contributions equal to 1% of pre-tax compensation up to a
maximum of 10% 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 of pre-tax
compensation.
A participant's contribution, and the allowable employer match, may be
invested in any combination of the following investment options: H.B.
Fuller 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 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.
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
EFTEC Savings Plan
Notes to Financial Statements
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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 may receive value in the vested interest in his or her
account as a lump-sum distribution. The investment in the H.B. Fuller
Common Stock fund may be withdrawn either in the form of 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's 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
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 reduce future Employer
contributions. Forfeitures for the year ended December 31, 2000 were
$5,812.
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
participants' accounts will become fully vested and nonforfeitable.
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
EFTEC Savings Plan
Notes to Financial Statements
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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, 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
EFTEC North America, L.L.C. pays for administrative costs of the Plan.
Investment management fees are allocated to participant accounts.
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,
68,152 and 68,381 shares, respectively $2,688,808* $3,825,062
Wells Fargo Stable Return Fund,
26,828 and 0 shares, respectively 811,657 -
Wells Fargo Index Equity Fund,
54,013 and 66,767 shares, respectively 2,849,210 4,047,397
Wells Fargo Growth Balanced Investment Fund,
35,248 and 40,446 shares, respectively 1,084,235 1,256,263
Small Company Growth Fund,
17,363 and 14,551 shares, respectively 445,366 466,053
Janus Twenty Fund,
8,378 and 0 shares, respectively 459,092 -
* Non-participant directed investment.
F-6
EFTEC Savings Plan
Notes to Financial Statements
- --------------------------------------------------------------------------------
Unrealized Appreciation/(Depreciation) of Investments
The unrealized appreciation/(depreciation) of investments was as follows:
Wells Fargo
H.B. Fuller ------------------------------------------ PIMCO
Company Growth Small Total
Common Stable Index Balanced Company Return Janus Janus
Stock Return Equity Investment Growth Bond Twenty Overseas
Fund Fund Fund Fund Fund Fund Fund Fund Total
Unrealized appreciation/
(depreciation) at
December 31, 1999 $ 201,271 $ - $1,155,265 $212,984 $ 27,423 $ - $ - $ - $ 1,596,943
Other security change
during the year ended
December 31, 2000 10,584 - - - - - - - 10,584
Investment change
during the year ended
December 31, 2000 (1,009,618) 32,767 (747,426) (77,693) (101,746) 276 (193,762) (107,611) (2,204,813)
----------- ------- ---------- -------- --------- ---- --------- --------- -----------
Unrealized appreciation/
(depreciation) at
December 31, 2000 $ (797,763) $32,767 $ 407,839 $135,291 $ (74,323) $276 $(193,762) $(107,611) $ (597,286)
=========== ======= ========== ======== ========= ==== ========= ========= ===========
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 ------------------------------------------ PIMCO
Company Growth Small Total
Common Stable Index Balanced Company Return Janus Janus
Stock Return Equity Investment Growth Bond Twenty Overseas
Fund Fund Fund Fund Fund Fund Fund Fund Total
Aggregate proceeds $1,102,094 $1,891,647 $1,354,166 $453,248 $287,522 $4,993 $135,216 $44,394 $5,273,280
Aggregate average cost 1,119,982 1,884,342 929,856 322,445 169,009 5,003 128,537 21,189 4,580,363
---------- ---------- ---------- -------- -------- ------ -------- ------- ----------
Realized gains (losses) $ (17,888) $ 7,305 $ 424,310 $130,803 $118,513 $ (10) $ 6,679 $23,205 $ 692,917
========== ========== ========== ======== ======== ====== ======== ======= ==========
F-7
EFTEC Savings 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 asets:
Common stock $2,749,528* $3,859,080
Private debt obligations 241,009 1,762
---------- ----------
$2,990,537 $3,860,842
========== ==========
* Includes $2,688,808 of H.B. Fuller common stock, $60,276 of H.B. Fuller
Common Stock Investment Fund and $444 of accrued income.
Year Ended
December 31,
2000
Changes in net assets:
Contributions $ 146,798
Interest 4,545
Dividends 56,432
Other income 7,894
Net unrealized depreciation of investments (1,027,506)
Participant loan repayment 4,376
Participant distributions and withdrawals 14,266
Net transfers to participant directed investments (76,419)
Administrative expenses (691)
-----------
$ (870,305)
===========
5. Tax Status
The Internal Revenue Service has determined and informed the Employer by
a letter dated January 19, 1999 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
represents invested amounts in shares of stock of the parent company of
EFTEC. 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 $259,796 and $335,673, respectively.
The Plan also invests in various funds managed by Wells Fargo Bank
Minnesota, N.A. Wells Fargo Bank 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. For the year
ended December 31, 2000, the Trustee made purchases and sales of such
securities amounting to $2,746,407 and $3,986,583, respectively.
F-8
EFTEC Savings 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 68,152 $ 3,486,571 $ 2,688,808
* Wells Fargo H.B. Fuller Common Stock Fund
Minnesota, N.A. Investment Fund 60,276 60,276 60,276
-------- ------------ ------------
128,428 3,546,847 2,749,084
-------- ------------ ------------
* Wells Fargo
Minnesota, N.A. Stable Return Fund
Pooled, Common & Collective 26,828 778,890 811,657
* Wells Fargo Stable Return Fund
Minnesota, N.A. Cash- Non-interest Bearing (2,335) (2,335) (2,335)
-------- ------------ ------------
24,493 776,555 809,322
-------- ------------ ------------
* Wells Fargo
Minnesota, N.A. Index Equity Fund
Common Stock 54,013 2,441,371 2,849,210
* Wells Fargo Index Equity Fund
Minnesota, N.A. Cash- Non-interest Bearing (9,815) (9,815) (9,815)
-------- ------------ ------------
44,198 2,431,556 2,839,395
-------- ------------ ------------
* Wells Fargo Growth Balanced Investment Fund
Minnesota, N.A. Mutual Fund - Balanced 35,248 948,944 1,084,235
* Wells Fargo Growth Balanced Investment Fund
Minnesota, N.A. Cash - Non-Interest Bearing (4,606) (4,606) (4,606)
-------- ------------ ------------
30,642 944,338 1,079,629
-------- ------------ ------------
* Wells Fargo Small Company Growth Fund
Minnesota, N.A. Common Stock 17,363 519,689 445,366
* Wells Fargo Small Company Growth Fund
Minnesota, N.A. Cash - Non-Interest Bearing (2,193) (2,193) (2,193)
-------- ------------ ------------
15,170 517,496 443,173
-------- ------------ ------------
* Wells Fargo PIMCO Total Return Bond Fund
Minnesota, N.A. Corporate Bonds 782 7,853 8,129
* Wells Fargo PIMCO Total Return Bond Fund
Minnesota, N.A. Cash - Non-Interest Bearing (214) (214) (214)
-------- ------------ ------------
568 7,639 7,915
-------- ------------ ------------
* Wells Fargo Janus Twenty Fund
Minnesota, N.A. Common Stock 8,378 652,854 459,092
* Wells Fargo Janus Twenty Fund
Minnesota, N.A. Cash - Non-Interest Bearing (2,755) (2,755) (2,755)
-------- ------------ ------------
5,623 650,099 456,337
-------- ------------ ------------
* Wells Fargo Janus Overseas Fund
Minnesota, N.A. Common Stock 9,887 370,011 262,400
* Wells Fargo Janus Overseas Fund
Minnesota, N.A. Cash - Non-Interest Bearing (1,728) (1,728) (1,728)
-------- ------------ ------------
8,159 368,283 260,672
-------- ------------ ------------
* Participant Loans Loan Fund
Private Debt Obligation
Wells Fargo prime interest rate
5-15 year terms 241,009 241,009 241,009
-------- ------------ ------------
Total investments at end of plan year $ 9,483,822 $ 8,886,536
============ ============
Note: The above data is based upon information which has been certified as
complete and accurate by Wells Fargo Minnesota, N.A.
F-9
EFTEC Savings Plan
Schedule of Reportable Transactions*
Year Ended December 31, 2000
- --------------------------------------------------------------------------------
5% of series of transactions by security issue:
Number of Total Dollar Amount
---------------- ----------------------- Net Gain
Security Issue Purchases Sales Purchases Sales or (Loss)
H.B. Fuller Common Stock Fund,
Common Stock 11 6 $259,797 $335,674 $(17,888)
H.B. Fuller Common Stock Fund,
Investment Fund 104 52 792,852 766,422 -
* 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.
EFTEC Savings Plan
EFTEC North America, L.L.C.
Dated: June 28, 2001 By: /s/ Todd Mestad
---------------
Todd Mestad
Director of Benefits
F-11