<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT
Under Section 13 or 15(d) of the Securities Exchange Act of 1934
FOR THE QUARTER ENDED MAY 31, 1995
Commission File No. 0-3488
H. B. FULLER COMPANY
A Minnesota Corporation
IRS Employer Identification No. 41-0268370
2400 Energy Park Drive, St. Paul, Minnesota 55108
Telephone - (612) 645-3401
Common Stock, $1.00 par value
13,959,660 shares outstanding
as of June 30, 1995
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
----- -----
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<PAGE>
H. B. FULLER COMPANY
SECOND QUARTER 1995 Form 10-Q
Quarterly Report
Table of Contents
PART I. FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements:
Consolidated Condensed Statements of
Earnings - Three months and six months ended
May 31, 1995 and 1994
Consolidated Condensed Balance Sheets -
May 31, 1995 and November 30, 1994
Consolidated Condensed Statements of
Cash Flows - Six months ended
May 31, 1995 and 1994
Notes to Consolidated Condensed
Financial Statements
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations
PART II. OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K
Signatures
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<PAGE>
H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES
Consolidated Condensed Statements of Earnings
(Unaudited)
(In Thousands Except Per Share Amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
--------------------------- ---------------------------
May 31, 1995 May 31, 1994 May 31, 1995 May 31, 1994
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
NET SALES $322,434 $272,377 $618,084 $514,876
-------- -------- -------- --------
Costs and expenses:
Cost of sales 218,666 182,186 420,937 347,714
Selling, administrative
and other expenses 81,788 70,125 160,073 136,967
Interest expense 4,463 2,983 8,575 5,648
Other (income) expense, net 845 1,005 1,238 1,431
-------- -------- -------- --------
305,762 256,299 590,823 491,760
-------- -------- -------- --------
Earnings before income taxes and
minority interests 16,672 16,078 27,261 23,116
Income taxes (6,530) (6,637) (10,850) (9,420)
Net earnings of consolidated subsidiaries
applicable to minority interests (73) (140) (309) (359)
-------- -------- -------- --------
Earnings before accounting changes 10,069 9,301 16,102 13,337
Accounting changes (2,532)
-------- -------- -------- --------
NET EARNINGS 10,069 9,301 13,570 13,337
Dividends on preferred stock (4) (4) (8) (8)
-------- -------- -------- --------
NET EARNINGS APPLICABLE TO COMMON STOCK $ 10,065 $ 9,297 $ 13,562 $ 13,329
======== ======== ======== ========
Average number of common and common
equivalent shares outstanding 14,053 14,034 14,042 14,031
======== ======== ======== ========
Per share earnings before accounting changes $ 0.72 $ 0.66 $ 1.15 $ 0.95
Per share accounting changes (0.18)
-------- -------- -------- --------
NET EARNINGS PER COMMON SHARE $ 0.72 $ 0.66 $ 0.97 $ 0.95
======== ======== ======== ========
Cash dividend per common share $ 0.16 $ 0.15 $ 0.31 $ 0.29
======== ======== ======== ========
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements.
-3-
<PAGE>
H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES
Consolidated Condensed Balance Sheets
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
May 31, 1995 November 30, 1994
----------------- -----------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 6,478 $ 9,830
Trade receivables 189,998 172,823
Allowance for doubtful accounts (6,232) (6,221)
Inventories 165,677 152,651
Other current assets 33,222 32,320
-------- --------
TOTAL CURRENT ASSETS 389,143 361,403
Property, plant and equipment, net of
accumulated depreciation of $239,120
in 1995 and $218,803 in 1994 321,381 295,090
Other intangibles 16,580 18,097
Excess cost 39,503 40,422
Other assets 31,619 27,605
-------- --------
TOTAL ASSETS $798,226 $742,617
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 51,071 $ 53,125
Current installments of long-term debt 7,066 6,430
Accounts payable 111,723 105,825
Accrued expenses 55,405 58,080
Income taxes payable 10,212 8,278
-------- --------
TOTAL CURRENT LIABILITIES 235,477 231,738
Long-term debt,
excluding current installments 165,938 130,009
Deferred income taxes, accrued pension
cost, postretirement costs, other
liabilities and minority interests 111,093 106,065
STOCKHOLDERS' EQUITY:
Preferred stock 306 306
Common stock 13,959 13,935
Additional paid-in capital 19,275 18,907
Retained earnings 246,676 236,572
Foreign currency translation adjustment 7,741 7,532
Unearned compensation (2,239) (2,447)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 285,718 274,805
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $798,226 $742,617
======== ========
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements.
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<PAGE>
H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES
Consolidated Condensed Statement of Cash Flows
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
Six Months Ended
------------------------------
May 31, 1995 May 31, 1994
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 13,570 $ 13,337
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 19,213 14,734
Pension costs 4,693 5,363
Deferred income tax 3,339 (1,251)
Accounting changes 2,532
Other items 1,152 4,089
Change in current assets and liabilities:
Increase in accounts receivable (10,466) (16,749)
Increase in inventory (9,933) (2,478)
Increase in prepaid assets (3,156) (3,330)
Increase in accounts payable 473 3,410
Decrease in accrued expense (6,280) (388)
(Decrease) increase in income taxes payable (902) 939
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 14,235 17,676
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchased property, plant and equipment (35,966) (22,827)
Purchased businesses, net of cash acquired (72,950)
Investment in affiliated companies (368)
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (35,966) (96,145)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in long-term debt 66,970 50,085
Current installments and payments
of long-term debt (33,247) (1,676)
(Decrease) increase in notes payable (4,129) 22,751
Dividends paid (4,263) (3,974)
Other (7,195) (2,368)
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 18,136 64,818
Effect of exchange rate changes on cash 243 (554)
-------- --------
NET CHANGE IN CASH AND CASH EQUIVALENTS (3,352) (14,205)
Cash and cash equivalents at beginning of year 9,830 17,377
-------- --------
Cash and cash equivalents at end of period $ 6,478 $ 3,172
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest expense (net of amount capitalized) $ 9,294 $ 4,987
Income taxes $ 10,204 $ 10,130
</TABLE>
For purposes of this statement, the Company considers all highly liquid debt
instruments purchased with a maturity of three months or less to be cash
equivalents.
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<PAGE>
H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
(Amounts in Thousands)
(Unaudited)
1. In the opinion of the Company, the accompanying unaudited Consolidated
Condensed Financial Statements include all adjustments necessary to
present fairly the financial position as of May 31, 1995 and
November 30, 1994, the results of its operations for the three and six
month periods ended May 31, 1995 and 1994 and its cash flows for the
six month periods ended May 31, 1995 and 1994. All adjustments were
of a normal recurring nature.
2. The results of operations for the three month period ended May 31,
1995 are not necessarily indicative of the results to be expected for
the full year.
3. The composition of inventories is presented below:
<TABLE>
<CAPTION>
May 31, 1995 November 30, 1994
------------ -----------------
<S> <C> <C>
Raw materials $ 84,212 $ 78,007
Finished goods 92,448 85,032
LIFO reserve (10,983) (10,388)
-------- --------
$165,677 $152,651
======== ========
</TABLE>
4. Net earnings per common share is determined by dividing the net
earnings applicable to common stock by the weighted average number of
common and common equivalent shares outstanding (stock options).
5. The Company enters into foreign exchange forward contracts as a hedge
against firm commitment foreign currency intercompany accounts
receivable/payable/debt. Market value gains and losses are
recognized, and the resulting credit or debit offsets foreign exchange
gains or losses on those receivables/payables/debt. At May 31, 1995,
the aggregate contract value of instruments used to buy U.S. dollars
in exchange for foreign currency (primarily 8,784 Dutch guilders,
3,431 Canadian dollars and 3,808 deutsche marks) was $10,666. The
aggregate contract value of instruments used to sell pound sterling in
exchange for Dutch guilders was approximately $6,596. The contracts
mature between June 1, 1995 and November 15, 2000.
6. In the first quarter of 1995, the Company adopted Statements of
Financial Accounting Standards (FAS) No. 112, "Employer's Accounting
for Postemployment Benefits".
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<PAGE>
7. The carrying amounts and estimated fair values of the Company's
significant other financial instruments at May 31, 1995, are as
follows: (000's)
<TABLE>
<CAPTION>
Carrying Fair
Amount Value
-------- --------
<S> <C> <C>
Cash and short-term investments $ 6,478 $ 6,478
Notes payable 51,071 51,071
Long-term debt 173,004 182,955
</TABLE>
Fair values of short-term financial instruments approximate their
carrying values due to their short maturity.
The fair value of long-term debt is based on quoted market prices for
the same or similar issues or on the current rates offered to the
Company for debt of similar maturities. The estimates presented above
on long-term financial instruments are not necessarily indicative of
the amounts that would be realized in a current market exchange.
-7-
<PAGE>
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
(Dollars in Thousands)
The following discussion includes comments and data relating to the Company's
financial condition and results of operations during the periods included in
the accompanying Consolidated Condensed Financial Statements.
Results of Operations
---------------------
Net sales for the second quarter of 1995 increased $50,057 or 18.4% when
compared to the same quarter in 1994. Net sales for the first half of 1995
increased $103,208, or 20.0%, when compared to the first half of 1994.
A comparison of sales increases by operating area is as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
May 31, 1995 May 31, 1995
Operating Area May 31, 1994 May 31, 1994
-------------- ------------------ ----------------
<S> <C> <C>
North America $21,418 14% $ 47,018 16%
Latin America 7,342 19% 13,664 16%
Europe 16,928 28% 31,903 29%
Asia/Pacific 4,369 27% 10,623 33%
------- --------
Total $50,057 18% $103,208 20%
======= ========
</TABLE>
In North America, the 14% second quarter sales increase was composed of one
percentage point relating to increased volume and changes in product mix,
8 percentage points related to a second quarter 1994 acquisition and 5
percentage points resulting from an increase in pricing. The Adhesives,
Sealants and Coatings Group had a 17% increase in sales with 12 percentage
points resulting from a late second quarter 1994 acquisition and the other
5 percentage points of growth occurring primarily in the paper/converting,
graphic arts and polymer markets of the industrial adhesives group and in the
woodworking and engineered systems markets of the structural adhesives group.
In the Specialty Group, sales increased 6% primarily due to growth occurring
in Linear Products Incorporated and TEC Incorporated. The Industrial
Coatings and Monarch Divisions experienced a slight sales growth when
compared to 1994. Sales of Foster Products Corporation approximated the
sales of 1994. Overall, Specialty Group sales on a comparable basis were
adversely affected 2 percentage points by the second quarter 1994
restructuring in Foster Products Corporation when the PVC product line was
sold. North American operating earnings grew at a rate of 12% increasing
from $10,364 to $11,568.
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<PAGE>
For the first half of 1995, North American sales increased 16% and was
composed of 4 percentage points resulting from increased volume and changes
in product mix, 9 percentage points resulting from sales of a business
acquired late in the second quarter of 1994, 4 percentage points resulting
from an increase in pricing, and a negative one percentage point resulting
from the 1994 restructuring of the Foster Products Corporation. The
Adhesives, Sealants and Coatings Group had a 21% increase in 1995 sales, with
13 percentage points resulting from a late second quarter 1994 acquisition
and the other 8 percentage points of growth occurring primarily in the
paper/converting, graphic arts and polymer units of the industrial adhesives
group and in engineered systems, woodworking and automotive markets of the
structural adhesives group. The Specialty Group had a 5% sales growth with
the primary growth occurring in the Industrial Coatings Division and TEC
Incorporated. North American operating earnings grew at a rate of 24% from
$13,424 in 1994 to $16,640 for the first half of 1995.
Latin American second quarter 1995 sales increased 19% over 1994. The
increase in sales is composed of 13 percentage points relating to increased
volume and changes in product mix and a 6 percentage point increase in
pricing. Latin American operating earnings were down slightly when compared
to 1994, from $4,909 in 1994 to $4,743 in 1995. Competitive pressures in the
paint market and inflationary pressures, particularly in South America, were
the primary reasons for the decrease in operating earnings. This trend of
operating earnings is expected to continue in the second half of 1995.
In Europe, the 28% second quarter 1995 sales increase was composed of 16
percentage points resulting from favorable foreign currency translations due
to the weakening of the U.S. dollar, 5 percentage points due to an increase
in pricing and 7 percentage points due to an increase in volume and changes
in product mix. As a result of the sales increase, operating income was up
substantially when compared to the same quarter in 1994, increasing from
$4,732 to $6,218.
Asia/Pacific sales were up 27% compared to the same period last year. The
weakening of the U.S. dollar, compared to local currencies, caused 11
percentage points of the increase. Operating earnings decreased from $57 in
1994 to ($598) in 1995, primarily as a result of the continuing economic
slowdown in Japan and ongoing expenditures to support expansion of operations
in the Asia/Pacific region.
For the first half of 1995, Latin American sales increased 16% over the same
period in 1994 with 11 percentage points accounted for by increased volume
and changes in product mix and 5 percentage points resulting from increased
pricing. Operating earnings decreased slightly from $11,723 in 1994 to
$11,670 in 1995. European sales were up 29% from first half 1994 sales with
the weakening of the U.S. dollar causing a 13 percentage point increase. The
16 percentage point increase in local currency sales was composed of 8
percentage points resulting from increased volume and changes in product mix,
3 percentage points in increased pricing and 5 percentage points resulting
from a late first quarter 1994 acquisition in the U.K. Operating earnings
increased 80% from $4,963 in 1994 to $8,948 in 1995. However, raw material
cost pressures in the second half of 1995
-9-
<PAGE>
are expected to produce second half of the year operating earnings that will
approximate the 1994 second half operating earnings. Asia/Pacific sales
increased 33% with 11 percentage points from a weakened U.S. dollar and 9
percentage points due to a late first quarter 1994 acquisition in New
Zealand. Continued expansion activities in Asia/Pacific and the economic
slowdown in Japan caused operating earnings to decrease from $85 in 1994 to
($232) in 1995.
A pretax restructuring charge of $6,001 ($5,299 after tax) was recorded in
the fourth quarter of fiscal year 1993. As of May 31, 1995, the remaining
pretax restructuring reserve was $981 and is currently estimated to be
adequate to complete the restructuring.
Cost of sales for the second quarter increased 20.0% ($36,480) over the same
quarter in 1994. Consolidated gross margins, as a percent of sales,
decreased from 33.11% in 1994 to 32.18% in 1995. Gross margins, as a percent
of sales, decreased in all geographic regions except Asia/Pacific when
compared to 1994. The Company continued to experience rising raw material
cost pressures in the quarter and these pressures are expected to continue in
Europe and Latin America in the second half of 1995. The automotive
acquisition in late second quarter 1994 had a negative 0.32 percentage point
impact on gross margins in the quarter.
Year-to-date, cost of sales was up 21.1% ($73,223) when compared to the same
period in 1994. Consolidated gross margins, as a percent of sales, decreased
from 32.47% in 1994 to 31.90% in 1995 with 1995 gross margins negatively
affected 0.34 percentage points by the 1994 acquisitions.
Selling, administrative, and other expenses for the quarter were up 16.6%
($11,663) when compared to the prior year. This category of expense, as a
percent of sales, improved from 25.75% in 1994 to 25.37% in 1995 with the
impact of the lower expenses of the 1994 acquisitions being the primary cause
of this decrease.
Year-to-date, selling, administrative and other expenses for 1995 increased
16.9% ($23,106) when compared to the prior year. This category of expense,
as a percent of sales, improved from 26.60% in 1994 to 25.90% in 1995, with
the 1994 acquisitions contributing 0.44 percentage points of the improvement.
Interest expense for the first half of 1995 increased 51.8% ($2,927). The
increase in interest expense was the result of higher borrowing levels to
fund first half 1994 acquisitions and to fund an increased level of capital
spending.
Income taxes for the first half of 1995 increased $1,430 (15.2%) when
compared to the first half of 1994 primarily as a result of increased
earnings. The effective tax rate decreased from 40.75% in 1994 to 39.80% in
1995. The final year-end rate is expected to be 1.03 percentage points
higher than last year's 38.77% effective tax rate.
Net earnings increased from $13,337 in the first half of 1994 to $13,570 in
the first half of 1995. 1995 net earnings were reduced by a $2,532
accounting change charge.
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<PAGE>
Liquidity and Capital Resources
-------------------------------
The cash flows as presented in this section have been calculated by
comparison of the Consolidated Condensed Balance Sheets at May 31, 1995 and
November 30, 1994 and May 31, 1994 and November 30, 1993.
During the first half of 1995, the Company generated $14,235 of cash from
operations as compared to $17,676 in the first half of 1994. The decrease in
cash generated was primarily the result of cash flow from net earnings which
increased $2,765 (excluding the non-cash accounting change charge of $2,532)
in 1995 and an increase of $5,462 of other non-cash adjustments to net income
in 1995 compared to the same period in 1994, which was more than offset by an
$11,668 increase in cash to fund operating working capital.
Working capital was $153,666 at May 31, 1995 compared to $129,665 at
November 30, 1994. The current ratio at May 31, 1995 was 1.7 compared to 1.6
at November 30, 1994. The number of days sales in trade accounts receivable
was 51 days at May 31, 1995 up one days sales from May 31, 1994. The average
days sales in inventory on hand was at 67 days equaling the days sales at
May 31, 1994. The primary reason for the reduction in accrued expenses is
the payment of year-end 1994 salary accruals in the first quarter of 1995.
The primary reason for the increase in accounts payable was the increase in
inventories which were increased to support projected third quarter sales.
The Company's long-term debt to total capitalization ratio was 36.7% at
May 31, 1995 compared to 32.1% at November 30, 1994. Long-term debt
increased to fund capital expenditures, to fund increased operating working
capital and to prefund postretirement benefits ($6,182).
Capital expenditures for property, plant and equipment of $35,966 in first
half 1995 were primarily for continued construction of manufacturing plants
in Honduras and Minnesota, for general improvements in manufacturing
productivity and operating efficiency and for environmental projects.
Environmental capital expenditures, less than 10% of total expenditures, are
not a material portion of overall Company expenditures.
-11-
<PAGE>
H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES
Increases (Decreases)
(Dollars In Thousands)
A summary of the period to period changes in the principal items included in the
Consolidated Condensed Statements of Earnings is presented below:
<TABLE>
<CAPTION>
Comparison of Comparison of
Three Months Ended Six Months Ended
--------------------- ----------------------
May 31, 1995 and 1994 May 31, 1995 and 1994
--------------------- ----------------------
<S> <C> <C> <C> <C>
NET SALES $50,057 18.4% $103,208 20.0%
Cost of sales 36,480 20.0% 73,223 21.1%
Selling, administrative
and other expenses 11,663 16.6% 23,106 16.9%
Interest expense 1,480 49.6% 2,927 51.8%
Other income
(expense), net 160 15.9% 193 13.5%
------- --------
Earnings before
income taxes and
minority interests 594 3.7% 4,145 17.9%
Income taxes (107) -1.6% 1,430 15.2%
Net earnings of consolidated
subsidiaries applicable
to minority interests (67) -47.9% (50) -13.9%
------- --------
Earnings before accounting changes 768 8.3% 2,765 20.7%
Accounting changes (2,532)
------- --------
NET EARNINGS $ 768 8.3% $ 233 1.7%
======= ========
</TABLE>
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<PAGE>
PART II. OTHER INFORMATION
Item 1.
Legal Proceedings
-----------------
ENVIRONMENTAL REMEDIATION.
-------------------------
The Company currently is deemed a potentially responsible party ("PRP"), in
conjunction with numerous other parties, in a number of government
enforcement and private actions associated with hazardous waste sites
("Sites"). As a PRP or defendant, the Company may be required to pay a share
of the cost of investigation and cleanup of these Sites. In some cases, the
Company may have rights of indemnification from other parties.
The Company's future liability for such claims is difficult to predict
because of uncertainty as to the cost of investigation and cleanup of the
Sites, the Company's responsibility for such hazardous wastes and the number
or financial condition of other PRPs or defendants. Reserves for future
liabilities at the Sites are established as soon as an estimate of potential
cleanup costs and allocation can be determined. The reserves are reviewed
and revised quarterly in light of currently available technical and legal
information. Based upon such available information, it is the Company's
opinion that these environmental claims will not result in material liability
to the Company.
Following is an update on two Sites previously reported. The expected or
anticipated costs for these Sites are included in the current reserves of the
Company.
VANDALE JUNKYARD, DAYTON, OHIO.
------------------------------
The Company received a Request for Information from the EPA directed to its
Automotive Technology Systems, Inc. facility in Dayton, Ohio. The Company
responded to the EPA's Request for Information, an internal investigation has
started, and preliminary contact with a PRP Group has been made. Records
obtained from a Freedom of Information Request indicate that haulers
interviewed by the Ohio EPA recall hauling waste in the 1980's from
Protective Treatments, Inc., a predecessor corporation, to the Site. The
estimated cleanup costs are approximately $4 million. The Company has agreed
to participate in a de minimis settlement and, pursuant to such settlement,
will pay the sum of $12,000.
NINTH AVENUE, GARY, INDIANA.
---------------------------
The Company was named as a defendant in a private cost recovery action
brought by PRPs who have conducted remedial activities at the Site. The
participating PRPs have expended in excess of $20 million to date. The
Company has agreed to settle its share of liability at the Site for the sum
of $50,000.
-13-
<PAGE>
Item 4.
Submission of Matters to a Vote of Security Holders
---------------------------------------------------
The Company held its Annual Meeting of Shareholders on April 20, 1995.
Proxies for such meeting were solicited pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended. At such meeting, each of
management's four nominees for director in Class II were elected for a three
year term (until the Company's 1998 Annual Meeting), and until the directors'
respective successors are duly elected and qualified;
<TABLE>
<CAPTION>
Combined Common & Combined Common &
Preferred Share Preferred Share
Director Name Votes in Favor Votes Withheld
------------- ----------------- -----------------
<S> <C> <C>
Anthony L. Andersen 15,971,183 125,696
Norbert R. Berg 15,932,091 164,788
Freeman A. Ford 15,955,510 141,369
John J. Mauriel, Jr. 15,968,247 128,632
</TABLE>
In addition, a proposal to ratify the appointment of Price Waterhouse as
independent auditors for the Company for the fiscal year ending November 30,
1995 was approved by a vote of 15,980,692 combined common and preferred share
votes in favor, 82,260 combined common and preferred share votes against, and
33,927 combined common and preferred share votes abstaining. There were no
broker nonvotes with respect to the ratification of the appointment of Price
Waterhouse as auditors.
Item 6.
Exhibits and reports on Form 8-K
--------------------------------
(a) Exhibits to Part I
27 Financial Data Schedule
(b) Reports on Form 8-K. No reports on Form 8-K were filed for the three
months ended May 31, 1995.
-14-
<PAGE>
SIGNATURES
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
Dated: July 14, 1995 /S/ Jorge Walter Bolanos
------------------------
Jorge Walter Bolanos
Senior Vice President,
Treasurer and
Chief Financial Officer
Dated: July 14, 1995 /S/ David J. Maki
-----------------------
David J. Maki
Vice President
and Controller
-15-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from
Balance Sheet, Income Statement and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1994
<PERIOD-START> DEC-01-1994
<PERIOD-END> MAY-31-1995
<CASH> 6,478
<SECURITIES> 0
<RECEIVABLES> 189,998
<ALLOWANCES> 6,232
<INVENTORY> 165,677
<CURRENT-ASSETS> 389,143
<PP&E> 560,501
<DEPRECIATION> 239,120
<TOTAL-ASSETS> 798,226
<CURRENT-LIABILITIES> 235,477
<BONDS> 165,938
<COMMON> 13,959
0
306
<OTHER-SE> 271,453
<TOTAL-LIABILITY-AND-EQUITY> 798,226
<SALES> 618,084
<TOTAL-REVENUES> 618,084
<CGS> 420,937
<TOTAL-COSTS> 160,073
<OTHER-EXPENSES> 1,238
<LOSS-PROVISION> 599
<INTEREST-EXPENSE> 8,575
<INCOME-PRETAX> 27,261
<INCOME-TAX> 10,850
<INCOME-CONTINUING> 16,102
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 2,532
<NET-INCOME> 13,570
<EPS-PRIMARY> .97
<EPS-DILUTED> .97
</TABLE>
