Exhibit 99(b)
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 [FEE REQUIRED]
For the fiscal year ended December 31, 1997
------------------------------------------------------
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from ______________________ to _______________________
Commission file number 0-3488
------
EFTEC Savings Plan
H.B. FULLER COMPANY
1200 Willow Lake Boulevard, P.O. Box 64683
St. Paul, Minnesota 55164-0683
Financial Statements and Exhibits
(a) Financial Statements: Page Number(s)
--------------
Report of Independent Accountants F-1
Statement of Net Assets Available for Benefits
as of December 31, 1997 F-2
Statement of Changes in Net Assets Available for
Benefits for the period ended December 31, 1997 F-3
Notes to Financial Statements F-4 - F-6
Additional Information
Schedule 1 - Schedule of Investments Held F-7
Schedule 2 - Schedule of Reportable Transactions F-8
Signature Page F-9
(b) Exhibits:
Consent of Independent Accountants E-1
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 related statements of changes in net assets available for benefits presents
fairly, in all material respects, the net assets available for benefits of the
EFTEC Savings Plan at December 31, 1997, and the changes in net assets available
for benefits for the period ended December 31, 1997, in conformity with
generally accepted accounting principles. 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 generally accepted auditing
standards 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 the opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
schedules 1 and 2 is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is additional information
required by ERISA. The Fund Information in the statement of net assets
available for benefits and the statements of changes in net assets available for
benefits is presented for purposes of additional analysis rather than to present
the net assets available for plan benefits and changes in net assets available
for benefits of each fund. Schedules 1 and 2 and the Fund Information has 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.
Price Waterhouse LLP
Minneapolis, Minnesota
March 17, 1998
F-1
EFTEC SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1997
FUND INFORMATION
-----------------------------------------------------------
H.B. FULLER MONEY SMALL
COMMON MARKET INDEX BALANCED COMPANY
ASSETS STOCK FUND FUND FUND FUND GROWTH FUND TOTAL
- ------ ---------- -------- ---------- -------- ----------- ----------
Investments at Fair Value:
Securities of Affiliated Organization -
Common Stock of H. B. Fuller Company
(71,647 shares; cost $3,841,884) $3,546,527 $3,546,527
Securities of unaffiliated issuers -
Norwest Index Stock Fund
Norwest Bank (51,119 units;
cost $1,905,987) $2,097,399 2,097,399
Norwest Growth Balanced Fund
Norwest Bank (36,758 units;
cost $868,201) $945,792 945,792
Norwest Small Company Growth Fund
Norwest Bank (11,037 units;
cost $349,576) $ 357,935 357,935
Norwest Short-Term Investment
Fund (924,736 units;
cost $924,736) 171,105 $758,231 (878) (2,048) (1,674) 924,736
---------- -------- ---------- -------- -------- ----------
Total Investments 3,717,632 758,231 2,096,521 943,744 356,261 7,872,389
Accrued Contributions 191,612 191,612
Other Assets 791 10,548 11,339
---------- -------- ---------- -------- -------- ----------
Total Assets $3,718,423 $960,391 $2,096,521 $943,744 $356,261 $8,075,340
========== ======== ========== ======== ======== ==========
PLAN EQUITY
- -----------
Plan Equity 3,718,423 960,391 2,096,521 943,744 356,261 8,075,340
---------- -------- ---------- -------- -------- ----------
Total Plan Equity $3,718,423 $960,391 $2,096,521 $943,744 $356,261 $8,075,340
========== ======== ========== ======== ======== ==========
See accompanying Notes to Financial Statements.
F-2
EFTEC SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
INCEPTION TO DECEMBER 31, 1997
FUND INFORMATION
-----------------------------------------------------------
H.B. FULLER MONEY SMALL
COMMON MARKET INDEX BALANCED COMPANY
STOCK FUND FUND FUND FUND GROWTH FUND TOTAL
---------- -------- ---------- -------- ----------- -------
Income:
Dividends $ 25,954 $ 32,309 $ 21,579 $ 79,842
Interest 4,197 $ 23,837 28,034
---------- -------- ---------- -------- ----------
Total Investment Income 30,151 23,837 32,309 21,579 107,876
Realized Gain on the Sale and
Distribution of Investments 161 194,345 53,300 $ 49,614 297,420
Changes in Unrealized Appreciation /
(Depreciation) of Investments (295,357) 191,412 77,591 8,359 (17,995)
---------- -------- ---------- -------- -------- ----------
Total Fund Income (265,045) 23,837 418,066 152,470 57,973 387,301
---------- -------- ---------- -------- -------- ----------
Contributions:
By employees 134,471 122,505 147,666 61,399 40,365 506,406
By participating employer 55,739 107,173 49,363 19,626 14,078 245,979
Transfers from other plans 3,852,772 582,257 1,512,490 771,217 244,321 6,963,057
---------- -------- ---------- -------- -------- ----------
Total Contributions 4,042,982 811,935 1,709,519 852,242 298,764 7,715,442
---------- -------- ---------- -------- -------- ----------
Cash Transferred between Funds (48,978) 132,743 (27,674) (58,342) 2,251 --
---------- -------- ---------- -------- -------- ----------
Total Increase in Plan Equity 3,728,959 968,515 2,099,911 946,370 358,988 8,102,743
Decreases in Plan Equity Attributed to
Withdrawals (10,462) (7,542) (3,390) (2,626) (2,727) (26,747)
Administrative Expenses (74) (582) (656)
---------- -------- ---------- -------- -------- ----------
Net Increase in Plan Equity 3,718,423 960,391 2,096,521 943,744 356,261 8,075,340
Plan Equity at Beginning of Period -- -- -- -- -- --
---------- -------- ---------- -------- -------- ----------
Plan Equity at End of Period $3,718,423 $960,391 $2,096,521 $943,744 $356,261 $8,075,340
========== ======== ========== ======== ======== ==========
See accompanying Notes to Financial Statements.
F-3
EFTEC SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(1) Summary of Significant Accounting Policies
------------------------------------------
The accompanying financial statements are presented on the accrual basis of
accounting in accordance with generally accepted accounting principles.
The fair values of the EFTEC Savings Plan (the Plan) investments in common stock
of H.B. Fuller Company are based on published quotations. The fair values of
investments in securities of unaffiliated issuers are based on fair values
supplied by the Trustee (Norwest Bank). 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.
EFTEC North America, L.L.C. (the Employer and the Company) pays for
administrative costs of the Plan. Investment management fees are allocated to
participant accounts.
(2) Summary Description of the Plan
-------------------------------
The 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
401(k) Investment Plan. Assets transferred from the respective plans were
$5,858,118, $464,119, and $640,820. The Plan receives pre-tax contributions
from participant payroll deductions with discretionary Employer matching and
discretionary Employer profit-sharing. The Plan is intended to qualify under
Internal Revenue Code section 401(a) and to satisfy the requirements of Code
sections 401(k) and 401(m).
As of December 31, 1997, there were 158 Plan participants.
Although it has no intention to do so, EFTEC 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.
(a) Pre-Tax and Matching Contributions
All United States EFTEC employees, excluding members of collective bargaining
units whose contracts do not provide for participation, are eligible to make
pre-tax 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 3% of the
employee's 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 1997, a participant could elect to contribute up
to a limit of $9,500.
A participant's contribution, and the allowable employer match, may be invested
in any combination of the following investment funds: H.B. Fuller Common Stock
Fund, Money Market Fund, Index
F-4
EFTEC SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Fund (S & P 500), Balanced Fund, and Small Company Growth Fund. A participant's
investment option for past and future contributions can be changed daily, by
calling the Trustee's on-line customer services.
The number of participants in each fund at December 31, 1997:
Company Common Stock Fund 145
Money Market Fund 55
Index Fund 107
Balanced Fund 73
Small Company Growth Fund 48
A participant's voluntary contribution percentage amount can be changed or
suspended once a month, by calling the Trustee's on-line service prior to month-
end. Suspensions must be made for a minimum of six months. Employer
contributions to the Plan cease during the suspension period.
Participants' contributions are fully vested. Employer contributions become
fully vested after five years of service, or upon age 65, disability, death or
permanent facility closure. Participants who terminate employment with EFTEC
forfeit the non-vested portion of the Company's contribution to their accounts.
Amounts forfeited are used to reduce subsequent Employer contributions.
Benefits payable to a participant are based upon the fair market value of the
vested portion of the participant's account on the valuation date immediately
preceding the time for payment. Vested benefits of less than $3,500 for
participants terminating employment before retirement will be distributed as
soon as administratively practical. Any distributions made to participants
before age 55, other than hardship withdrawals, may be subject to tax penalties.
Participants who terminate employment after attaining age 55, and have vested
pension benefits, may elect when to receive a distribution. All participants,
including active employees, may elect to receive distributions at age
59 1/2 and must take distributions after attaining age 70 1/2. The amount of
benefit paid will be 100% of the portion of the account attributable to the
participant's own contributions and, if the participant is vested, the portion
of the account attributable to the Company's matching contributions.
Distribution of a non-retiree participant's account is made in a lump sum.
Retired or disabled participants may elect quarterly installment distributions.
The investment in the H.B. Fuller Common Stock Fund can be withdrawn in the form
of stock at the option of Plan participants.
(b) Profit Share Plus Contributions
All United States EFTEC employees, excluding members of collective bargaining
units whose contracts do not provide for participation, are eligible to receive
an annual discretionary contribution based on the profitability of H.B. Fuller
Company. Full time employees are eligible to participate upon commencement of
their employment with the Company. Regular part-time employees are eligible to
participate after twelve months of continuous employment. A participant must be
employed by the Company or an affiliated organization on the last day of the
Company's fiscal year.
The Company's contribution to a participant's account for the year is determined
by H.B. Fuller Company's world-wide return on sales, the participant's pay
classification and performance rating. Contributions may range from 0 to 3.5%
of the participant's compensation. Participants have the same investment
options that are available for their pretax contributions.
F-5
EFTEC SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
A participant has a fully vested and nonforfeitable interest in his or her
account after completing five years of continuous service for the Company, or
upon age 65, disability, or death. A participant whose employment terminates
prior to completion of five years of service has a 50% vested interest. The
non-vested portion of a terminated participant's account will be forfeited after
the participant has a break in service of five full years. The forfeited
account balance is used to reduce the Employer's contributions.
Distribution of a participant's account is made as described above for matching
contributions.
(3) Unrealized Appreciation/(Depreciation) of Investments
-----------------------------------------------------
The unrealized appreciation/(depreciation) of investments was as follows:
H.B. FULLER SMALL CO
COMMON BALANCED GROWTH
STOCK FUND INDEX FUND FUND FUND TOTAL
----------- ----------- ------- -------- --------
Change during the period
ended December 31, 1997 $(295,357) $191,412 $77,591 $8,359 $(17,995)
--------- -------- ------- ------ --------
Unrealized
apprec/(deprec)
at December 31, 1997 $(295,357) $191,412 $77,591 $8,359 $(17,995)
========= ======== ======= ====== ========
(4) Realized Gains
--------------
During the year ended December 31, 1997, realized gains resulting from the sale
and distribution of investments were as follows:
H.B. FULLER SMALL CO
COMMON BALANCED GROWTH
STOCK FUND INDEX FUND FUND FUND TOTAL
---------- ----------- -------- -------- --------
Aggregate proceeds $161 $264,826 $145,023 $101,213 $511,223
Aggregate average cost -- 70,481 91,723 51,599 213,803
---- -------- -------- -------- --------
Realized gain $161 $194,345 $ 53,300 $ 49,614 $297,420
==== ======== ======== ======== ========
(5) Federal Income Taxes
--------------------
The Employer intends to request an initial determination letter from the
Internal Revenue Service in 1998 to establish the Plan's qualification under
Section 401(a) of the Internal Revenue Code. It is the opinion of the Employer
that the Plan meets the requirements for qualification under applicable
provisions of the Code and is, therefore, not subject to tax.
A participant is not subject to federal income taxes on the pre-tax
contribution, on the Company's matching contribution, or on the earnings of the
account until a withdrawal is made or distribution is received from the account.
During employment, a participant is entitled to make a withdrawal from the
account upon showing financial hardship.
F-6
Schedule 1
----------
EFTEC SAVINGS PLAN
Schedule of Investments Held
December 31, 1997
Identity of Issuer,
Borrower or Units/ Fair
Similar Party Description Shares Cost Value
- ------------------------ -------------------------------------- ---------------- -------------------- -------------------
Norwest Bank H.B. Fuller Common Stock Fund
Common Stock 71,647 $3,841,884 $3,546,527
Norwest Bank H.B. Fuller Common Stock Fund
Investment Fund 171,105 171,105 171,105
---------------- -------------------- -------------------
242,752 4,012,989 3,717,632
---------------- -------------------- -------------------
Norwest Bank Money Market Fund
Investment Fund 758,231 758,231 758,231
---------------- -------------------- -------------------
Norwest Bank Index Fund
Common Stock 51,119 1,905,988 2,097,399
Norwest Bank Index Fund
Cash - Non-Interest Bearing (878) (878) (878)
---------------- -------------------- -------------------
50,241 1,905,110 2,096,521
---------------- -------------------- -------------------
Norwest Bank Balanced Fund
Common Stock 36,758 868,201 945,792
Norwest Bank Balanced Fund
Cash - Non-Interest Bearing (2,048) (2,048) (2,048)
---------------- -------------------- -------------------
34,710 866,153 943,744
---------------- -------------------- -------------------
Norwest Bank Small Company Growth Fund
Common Stock 11,037 349,576 357,935
Norwest Bank Small Company Growth Fund
Cash - Non-Interest Bearing (1,674) (1,674) (1,674)
---------------- -------------------- -------------------
9,363 347,902 356,261
---------------- -------------------- -------------------
Total Investments at End of Plan Year $7,890,385 $7,872,389
==================== ===================
Note: The above data is based upon information which has been certified as
complete and accurate by Norwest Bank.
F-7
Schedule 2
----------
EFTEC SAVINGS PLAN
Schedule of Reportable Transactions*
Year ended December 31, 1997
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,
Investment Fund 64 16 $317,778 $146,673 $ 0
Money Market Fund,
Investment Fund 60 7 $807,675 $ 49,445 $ 0
Index Fund,
Common Stock 61 7 $745,284 $ 91,308 $15,996
Balanced Fund,
Common Stock 56 7 $266,988 $ 74,800 $10,023
Small Company Growth Fund,
Common Stock 58 5 $226,162 $ 62,224 $10,241
*Transactions or series of transactions in excess of 5% of the current value of
the Plan's assets as of December 31, 1997, as defined in Section 2520.103-6 of
the Department of Labor 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 Norwest Bank.
Parties in Interest: Norwest Bank - Trustee; EFTEC - Administrator;
H.B. Fuller Company
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: April 13, 1998 By: /S/ Todd Mestad
---------------
Todd Mestad
Director of Benefits
F-9
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-24703) of H.B. Fuller Company of our report dated
March 17, 1998 appearing on page F-1 of this Form 11-K.
Price Waterhouse LLP
Minneapolis, Minnesota
April 8, 1998
E-1