FORM 11-K
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FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 1998
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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
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H.B. FULLER COMPANY
1200 Willow Lake Boulevard, P.O. Box 64683
St. Paul, Minnesota 55164-0683
EFTEC Savings Plan
Report on Audit of Financial Statements
as of December 31, 1998 and 1997
and for the Year Ended December 31, 1998
And Supplemental Schedules
as of and for the Year Ended December 31, 1998
EFTEC Savings Plan
Index to Financial Statements
and Supplemental Schedule
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Page(s)
Report of Independent Accountants F-1
Financial Statements:
Statements of Net Assets Available for Benefits, With Fund Information
as of December 31, 1998 and 1997 F-2 - F-3
Statement of Changes in Net Assets Available for Benefits, With Fund
Information for the Year Ended December 31, 1998 F-4
Notes to Financial Statements F-5 - F-8
Supplemental Schedules:
Line 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1998 F-9
Line 27d - Schedule of Reportable Transactions for the Year Ended
December 31, 1998 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 related statement 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, 1998 and 1997, and the changes in net assets
available for benefits for the period ended December 31, 1998, 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 Supplemental Schedules of EFTEC
Savings 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. The Fund Information in the statements of net assets available for
benefits and the statement 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. The Supplemental Schedules and the Fund Information 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.
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
June 18, 1999
F-1
EFTEC Savings Plan
Statement of Net Assets Available for Benefits, With Fund Information
December 31,1998
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Fund Information
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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
(74,049 shares; cost $3,935,120) $3,563,608 $ 3,563,608
Securities of unaffiliated issuers -
Norwest Index Stock Fund
Norwest Bank (55,845 units;
cost $2,202,383) $2,884,401 2,884,401
Norwest Growth Balanced Fund
Norwest Bank (36,376 units;
cost $895,484) $1,085,473 1,085,473
Norwest Small Company Growth Fund
Norwest Bank (15,097 units;
cost $461,212) $405,971 405,971
Norwest Short-Term Investment Fund
(714,255 units; cost $714,255) 99,366 $ 630,851 (9,473) (3,645) (2,844) 714,255
---------- ---------- ---------- ---------- -------- -----------
Total Investments 3,662,974 630,851 2,874,928 1,081,828 403,127 8,653,708
Other Assets 593 2,934 3,527
---------- ---------- ---------- ---------- -------- -----------
Net Assets Available for Benefits $3,663,567 $ 633,785 $2,874,928 $1,081,828 $403,127 $ 8,657,235
========== ========== ========== ========== ======== ===========
See accompanying Notes to Financial Statements.
F-2
EFTEC Savings Plan
Statement of Net Assets Available for Benefits, With Fund Information
December 31, 1997
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Fund Information
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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
------------- ------------- -------------- -------------- ------------- -------------
Net Assets Available for Benefits $ 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
Statement of Changes in Net Assets Available for Benefits, With Fund Information
Year Ended December 31, 1998
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Fund Information
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H.B. Fuller Money Small
Common Market Index Balanced Company
Stock Fund Fund Fund Fund Growth Fund
------------ ---------- ----------- ---------- --------------
Additions:
Investment Income:
Dividends $ 55,888 $ 30,846 $ 19,919
Interest 6,285 $ 47,453
------------ ---------- ------------ ---------- --------------
Total Investment Income 62,173 47,453 30,846 19,919
Realized Gain on the Sale and
Distribution of Investments 13,353 103,261 67,799 $ 21,869
Changes in Unrealized Appreciation/
(Depreciation) of Investments (76,155) 490,606 112,399 (63,601)
------------ ----------- ------------ ---------- --------------
Total Fund Income (629) 47,453 624,713 200,117 (41,732)
------------ ---------- ------------ ---------- --------------
Contributions:
Participants 148,311 39,900 205,638 81,870 66,523
Employer 130,981 47,989 136,659 53,322 44,251
Employee Rollovers 11,700 5,850 14,625 11,700 14,625
------------ ---------- ------------ ---------- --------------
Total Contributions 290,992 93,739 356,922 146,892 125,399
------------ ---------- ------------ ---------- --------------
Total Additions 290,363 141,192 981,635 347,009 83,667
Deductions:
Withdrawals (267,782) (409,752) (176,832) (146,424) (67,962)
Administrative Expenses (328) (1,279)
------------ ---------- ------------ ----------- --------------
Total Deductions (268,110) (411,031) (176,832) (146,424) (67,962)
------------ ---------- ------------ ----------- --------------
Net Increase/(Decrease) Before Transfers 22,253 (269,839) 804,803 200,585 15,705
Cash Transferred between Funds (77,109) 134,846 (26,396) (62,501) 31,160
------------ ---------- ------------ ----------- --------------
Net Increase (Decrease) (54,856) (134,993) 778,407 138,084 46,865
Net Assets Available for Benefits:
Beginning of Year 3,718,423 768,778 2,096,521 943,744 356,262
------------ ---------- ------------ ------------- --------------
End of Year $ 3,663,567 $ 633,785 $ 2,874,928 $ 1,081,828 $403,127
============ ========== ============ ============= =============
Total
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Additions:
Investment Income:
Dividends $ 106,653
Interest 53,738
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Total Investment Income 160,391
Realized Gain on the Sale and
Distribution of Investments 206,282
Changes in Unrealized Appreciation/
(Depreciation) of Investments 463,249
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Total Fund Income 829,922
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Contributions:
Participants 542,242
Employer 413,202
Employee Rollovers 58,500
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Total Contributions 1,013,944
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Total Additions 1,843,866
Deductions:
Withdrawals (1,068,752)
Administrative Expenses (1,607)
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Total Deductions (1,070,359)
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Net Increase/(Decrease) Before Transfers 773,507
Cash Transferred between Funds
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773,507
Net Increase (Decrease) ------------
Net Assets Available for Benefits:
Beginning of Year 7,883,728
------------
End of Year $ 8,657,235
============
See accompanying Notes to Financial Statements.
F-4
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.
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 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.
It is subject to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA).
Contributions
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 1998, a participant could elect to
contribute up to a limit of $10,000.
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 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.
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.
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 end.
F-5
EFTEC Savings Plan
Notes to Financial Statements
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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 pre-tax contributions.
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 interest 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.)
Payment of Benefits
On termination of service due to death, disability or 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 can be withdrawn in the form 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 Company, or upon age 65, disability, or
death.
Forfeitures
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. There were no
forfeitures for the year ended December 31, 1998.
Plan Termination
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.
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements are presented on the accrual basis of
accounting in accordance with generally accepted accounting principles.
Investment Valuation
The fair values of the Plan's 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.
F-6
EFTEC Savings Plan
Notes to Financial Statements
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Interest and Dividends
Interest income is recorded as earned on an accrual basis and dividend income
is recorded on the ex-dividend date.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles 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
Unrealized Appreciation/(Depreciation) of Investments
The unrealized appreciation/(depreciation) of investments was as follows:
H.B. Fuller Small Co.
Common Index Balanced Growth
Stock Fund Fund Fund Fund Total
------------ -------- --------- -------- --------
Unrealized appreciation/
(depreciation) at
December 31, 1997 $(295,357) $191,412 $ 77,591 $ 8,359 $(17,995)
Change during the year
ended December 31, 1998 (76,155) 490,606 112,399 (63,601) 463,249
--------- -------- -------- -------- --------
Unrealized appreciation/
(depreciation) at
December 31, 1998 $(371,512) $682,018 $189,990 $(55,242) $445,254
========= ======== ======== ======== ========
F-7
EFTEC Savings Plan
Notes to Financial Statements
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Realized Gains
During the year ended December 31, 1998, realized gains resulting from the
sale and distribution of investments were as follows:
H.B. Fuller Small Co.
Common Index Balanced Growth
Stock Fund Fund Fund Fund Total
----------- -------- --------- -------- ----------
Aggregate proceeds $100,048 $561,968 $309,705 $177,931 $1,149,652
Aggregate average cost 86,695 458,707 241,906 156,062 943,370
-------- -------- -------- -------- ----------
Realized gain $ 13,353 $103,261 $ 67,799 $ 21,869 $ 206,282
======== ======== ======== ======== ==========
4. Tax Status
The Internal Revenue Service has determined and informed the Company 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.
5. Related Party and Party-in-Interest Transactions
Plan investments include H.B. Fuller Company Common Stock which is invested
primarily in the 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, 1998, amounted to $633,751 and $705,490,
respectively.
The Plan also invests in various funds managed by Norwest Bank Minnesota,
N.A. Norwest 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, 1998, the Trustee made
purchases and sales of such securities amounting to $2,042,272 and
$1,839,211, respectively.
F-8
EFTEC Savings Plan
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1998
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Identity of Issuer,
Borrower or Units/ Fair
Similar Party Description Shares Cost Value
- ------------------- ---------------------------- ---------- ------------ ------------
H.B. Fuller Company H.B. Fuller Common Stock Fund
Common Stock 74,049 $ 3,935,120 $ 3,563,608
H.B. Fuller Company H.B. Fuller Common Stock Fund
Investment Fund 99,366 99,366 99,366
---------- ------------ ------------
173,415 4,034,486 3,662,974
---------- ------------ ------------
Norwest Bank Money Market Fund
Investment Fund 630,851 630,851 630,851
---------- ------------ ------------
Norwest Bank Index Fund Common Stock 55,845 2,202,383 2,884,401
Norwest Bank Index Fund
Cash - Non-Interest Bearing (9,473) (9,473) (9,473)
---------- ------------ ------------
46,372 2,192,910 2,874,928
---------- ------------ ------------
Norwest Bank Balanced Fund Common Stock 36,376 895,484 1,085,473
Norwest Bank Balanced Fund
Cash - Non-Interest Bearing (3,645) (3,645) (3,645)
---------- ------------ ------------
32,731 891,839 1,081,828
---------- ------------ ------------
Norwest Bank Small Company Growth Fund
Common Stock 15,097 461,212 405,971
Norwest Bank Small Company Growth Fund
Cash - Non-Interest Bearing (2,844) (2,844) (2,844)
-------- ------------ ------------
12,253 458,368 403,127
-------- ------------ ------------
Total Investments at End of Plan Year $ 8,208,454 $ 8,653,708
============ ============
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.
F-9
EFTEC Savings Plan
Line 27d - Schedule of Reportable Transactions*
Year Ended December 31, 1998
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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, 101 $ 633,751
Investment Fund 33 $ 705,490
Money Market Fund, 87 750,284
Investment Fund 36 880,936
Index Fund, 83 755,102
Common Stock 21 540,273 $ 81,567
Balanced Fund, 75 269,188
Common Stock 17 274,237 32,421
Small Company Growth Fund, 75 267,698
Common Stock 13 143,765 (12,297)
* Transactions or series of transactions in excess of 5% of the current value of
the Plan's assets as of December 31, 1998, 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
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, 1999 By: /s/ Todd Mestad
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Todd Mestad
Director of Benefits
F-11