FULLER H B CO
10-Q, 1997-10-14
ADHESIVES & SEALANTS
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<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 AUGUST 30, 1997


                         Commission File No. 0-3488



                            H. B. FULLER COMPANY
                           A Minnesota Corporation
                 IRS Employer Identification No. 41-0268370
 1200 Willow Lake Boulevard, P.O. Box 64683, St. Paul, Minnesota 55164-0683
                         Telephone - (612) 415-5900


                        Common Stock, $1.00 par value
                        13,838,773 shares outstanding
                          as of September 30, 1997


  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
                                    -----   -----     

                                      -1-
<PAGE>
 
                            H. B. FULLER COMPANY
                        THIRD QUARTER 1997 Form 10-Q
                              Quarterly Report


                              Table of Contents



                       PART I.  FINANCIAL INFORMATION
                       ------------------------------


     Item 1.  Financial Statements:

      Consolidated Condensed Statements of
        Earnings - Thirty-nine weeks ended
        August 30, 1997 and August 31,  1996

      Consolidated Condensed Balance Sheets -
        August 30, 1997 and  November 30, 1996

      Consolidated Condensed Statements of
        Cash Flows - Thirty-nine weeks ended
        August 30, 1997 and  August 31, 1996

      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 6.  Exhibits and Reports on Form 8-K


     Signatures

                                      -2-
<PAGE>
 
              H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES
                Consolidated Condensed Statements of Earnings
                                 (Unaudited)
                   (In Thousands Except Per Share Amounts)

<TABLE>
<CAPTION>
 
                                              Thirteen Weeks Ended               Thirty-Nine Weeks Ended
                                       ---------------------------------   ----------------------------------
                                       August 30, 1997   August 31, 1996   August 30, 1997    August 31, 1996
                                       ---------------   ---------------   ---------------    ---------------
<S>                                    <C>               <C>               <C>                <C> 
Net sales                                   $323,460         $318,100          $956,423           $941,894
                                       ---------------   ---------------   ---------------    ---------------
Costs and expenses:                                                                        
  Cost of sales                              220,700          215,642           653,462            646,109
  Selling, administrative                                                                  
    and other expenses                        80,814           75,469           243,419            241,694
  Interest expense                             4,856            4,306            14,755             14,521
  (Gain) from sale of assets                  (1,094)         (16,568)           (2,619)           (17,803)
  Other (income) expense, net                    850            2,410             2,034              2,010
                                       ---------------   ---------------   ---------------    ---------------
                                             306,126          281,259           911,051            886,531
                                       ---------------   ---------------   ---------------    ---------------
Earnings before income taxes and                                                           
  minority interests                          17,334           36,841            45,372             55,363
Income taxes                                  (7,072)         (14,887)          (18,511)           (22,367)
Net earnings of consolidated subsidiaries                                                  
  applicable to minority interests               407               61               485                104
Earnings from equity investments                  94                -               349                  -
                                       ---------------   ---------------   ---------------    ---------------
Net earnings                                  10,763           22,015            27,695             33,100
Dividends on preferred stock                      (4)              (4)              (12)               (12)
                                       ---------------   ---------------   ---------------    ---------------
Net earnings applicable to common stock     $ 10,759         $ 22,011          $ 27,683           $ 33,088
                                       ===============   ===============   ===============    ===============
Average number of common and common                                                        
  equivalent shares outstanding               14,068           14,110            14,152             14,100
                                       ===============   ===============   ===============    ===============
                                                                                           
Net earnings per common share                  $0.77            $1.56             $1.96              $2.35
                                       ===============   ===============   ===============    ===============
                                                                                           
Cash dividend per common share                 $0.19            $0.16             $0.54              $0.49
                                       ===============   ===============   ===============    ===============
</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> 
                                            August 30, 1997   November 30, 1996
                                            ---------------   -----------------
<S>                                         <C>               <C>
ASSETS                                        
Current assets:                               
  Cash and cash equivalents                      $  4,283          $  3,515
  Trade receivables                               198,520           199,786
  Allowance for doubtful accounts                  (6,412)           (7,043)
  Inventories                                     156,539           151,212
  Other current assets                             58,013            40,728
                                            ---------------   -----------------
      Total current assets                        410,943           388,198
                                                               
Property, plant and equipment, net of                          
  accumulated depreciation of $293,851                         
   in 1997 and $272,991 in 1996                   392,350           391,201
Equity investments                                 29,660            19,128
Deposits and miscellaneous assets                   7,266             6,298
Other long-term assets                             19,085            13,031
Other intangibles                                  14,133            15,383
Excess cost                                        33,555            36,036
                                            ---------------   -----------------
      Total assets                               $906,992          $869,275
                                            ===============   =================
                                                               
                                                               
LIABILITIES AND STOCKHOLDERS' EQUITY                           
Current liabilities:                                           
  Notes payable                                  $ 53,122          $ 47,920
  Current installments of long-term debt           10,558            11,141
  Accounts payable                                113,520           118,181
  Accrued expenses                                 63,184            61,210
  Income taxes payable                             11,101             8,129
                                            ---------------   -----------------
      Total current liabilities                   251,485           246,581
                                                               
Long-term debt,                                                
  excluding current installments                  200,618           172,779
Accrued pension cost                               86,038            89,735
Deferred income taxes, postretirement                          
  costs, and other liabilities                     18,415            22,685
                                                               
Minority interest                                  15,543             2,755
                                                               
Stockholders' equity:                                          
  Preferred stock                                     306               306
  Common stock                                     13,840            14,066
  Additional paid-in capital                       24,951            22,493
  Retained earnings                               298,294           292,828
  Foreign currency translation adjustment           3,023             9,097
  Unearned compensation                            (5,521)           (4,050)
                                            ---------------   -----------------
      Total stockholders' equity                  334,893           334,740
                                            ---------------   -----------------
      Total liabilities and                                    
        stockholders' equity                     $906,992          $869,275
                                            ===============   =================
</TABLE>                                                          

See accompanying Notes to Consolidated Condensed Financial Statements.

                                      -4-
<PAGE>
 
              H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES
               Consolidated Condensed Statement of Cash Flows
                                 (Unaudited)
                               (In Thousands)
 

<TABLE> 
<CAPTION> 
                                                 Thirty-Nine Weeks   Thirty-Nine Weeks
                                                        Ended             Ended *
                                                  August 30, 1997     August 31, 1996
                                                  ----------------   -----------------
<S>                                               <C>                <C>    
   Cash flows from operating activities:
    Net earnings                                        $ 27,695           $ 33,100
    Adjustments to reconcile net income                               
     to net cash provided by operating activities:                    
      Depreciation and amortization                       34,112             34,781
      Pension costs                                        7,994             10,071
      Deferred income tax                                 (9,373)             1,638
      Gain on sale of assets                              (2,619)           (10,833)
      Other items                                            795              3,998
   Change in current assets and liabilities:                         
      Accounts receivable                                 (7,397)           (12,249)
      Inventory                                           (8,129)             8,074
      Prepaid assets                                      (6,680)            (3,930)
      Accounts payable                                       (29)            (4,373)
      Accrued expense                                      7,319              1,309
      Income taxes payable                                  (505)             1,074
                                                  ----------------   -----------------
       Net cash provided by operating activities          43,183             62,660
                                                                      
   Cash flows from investing activities:                              
    Purchased property, plant and equipment              (41,292)           (60,475)
    Purchased business, net of cash acquired              (7,618)            (7,625)
    Proceeds from sale of assets                           6,411             29,551
                                                  ----------------   -----------------
       Net cash used in investing activities             (42,499)           (38,549)
                                                                      
   Cash flows from financing activities:                              
    Increase in long-term debt                            40,748             52,848
    Current installments and payments of long-term debt   (8,746)           (56,470)
    Notes payable                                          7,811             (7,093)
    Repurchase common stock                              (15,524)                 -
    Dividends paid                                        (7,504)            (6,885)
    Other                                                (16,424)            (6,527)
                                                  ----------------   -----------------
       Net cash provided (used) by financing 
        activities                                           361            (24,127)
                                                                      
   Effect of exchange rate changes on cash                  (277)              (188)
                                                  ----------------   -----------------
   Net change in cash and cash equivalents                   768               (204)
   Cash and cash equivalents at beginning of year          3,515              9,061
                                                  ----------------   -----------------
   Cash and cash equivalents at end of period           $  4,283           $  8,857
                                                  ================   =================                                              
                       
   Supplemental disclosures of cash flow 
    information:                 
    Cash paid during the year for:                                    
      Interest expense (net of amount capitalized)      $ 17,708           $ 19,399
      Income taxes                                      $ 21,127           $  7,598
   Noncash investing and financing activities:                        
      Assets acquired by incurring long-term debt       $      0           $  3,748

</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.

* Includes the thirty-nine weeks ended August 31, 1996 for all entities and the
two month stub period for Non-U.S. entities.

                                      -5-
<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 August 30, 1997 and
          November 30, 1996, the results of its operations for the thirty-nine
          weeks ended August 30, 1997 and August 31, 1996 and its cash flows for
          the thirty-nine weeks ended August 30, 1997 and August 31, 1996.  All
          adjustments were of a normal recurring nature.

    2.    The results of operations for the thirty-nine week period ended August
          30, 1997 are not necessarily indicative of the results to be expected
          for the full year.

    3.    The composition of inventories is presented below:
 
                                 August 30, 1997   November 30, 1996
                                 ----------------  ------------------
 
               Raw materials         $ 73,742           $ 67,562
               Finished goods          94,064             94,642
               LIFO reserve           (11,267)           (10,992)
                                     --------           --------
                                                     
                                     $156,539           $151,212
                                     ========           ========

    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 August 30, 1997, the
          aggregate contract value of instruments used to sell 4,823 pound
          sterling and $4,286 to buy foreign currency (primarily 22,112 Dutch
          guilders) and to sell foreign currency (primarily 3,509 Canadian
          dollars, 1,370 deutsche marks and 68,000 yen) was $14,955.  The
          contracts mature between August 31, 1997 and November 20, 2000.

    6.    The carrying amounts and estimated fair values of the Company's
          significant other financial instruments at August 30, 1997, are as
          follows:

 
                                             Carrying     Fair
                                              Amount     Value
                                             --------   --------
                                                     
          Cash and short-term investments    $  4,283   $  4,283
          Notes payable                        53,122     53,122
          Long-term debt                      211,176    220,785
 

                                      -6-
<PAGE>
 
          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.      The Company and EMS-Chemie Holding AG combined their automotive
          adhesives, sealants and coatings businesses into an equity-based joint
          venture called EFTEC.  See footnotes 8 and 9 for the ownership
          percentages.

  8.      The Company acquired 30% of the European and 38% of the Asia/Pacific
          EFTEC automotive business for $7,618 cash.

  9.      The Company sold 30% of its North American and 38% of the Latin
          American EFTEC automotive business and sold its construction product
          line in Europe for $18,200 cash and assets resulting in a pretax gain
          of $4,375.

  10.     In the third quarter, the Company borrowed 6,000 deutsche marks under
          its revolving lines of credit. This loan is a hedge against the
          Company's investment in Germany.

  11.     Certain prior years' amounts have been reclassified to conform to the
          1997 presentation.

                                      -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 third quarter of 1997 increased $5,360, or 1.7%, when compared
to the same quarter in 1996.  Adjusting the 1996 sales for the $5,281 sales of
Monarch Division, which was divested in third quarter 1996, sales increased
$10,641, or 3.4%.  Net sales for nine months of 1997, increased $14,529, or
1.5%, when compared to nine months of 1996. Adjusting the 1996 sales for the
$19,804 sales of Monarch Division, sales for nine months increased $34,333, or
3.7%.

A comparison of sales increases by operating area is as follows:

 
                      Quarter Ended        Nine Months Ended
                     August 30, 1997        August 30, 1997
Operating Area       August 31, 1996        August 31, 1996
- ----------------     ----------------      -----------------
                                    
North America         $ 7,072    4%          $ 22,191    4%
Latin America           2,670    6%             3,802    3%
Europe                 (7,644) (12%)          (17,532)  (9%)
Asia/Pacific            3,262   16%             6,068   10%
                      -------                --------
Total                 $ 5,360    2%          $ 14,529    2%
                      =======                ========
 

In North America, the 4% third quarter sales increase was composed of 5
percentage points relating to increased volume and changes in product mix and 2
percentage points resulting from a second quarter 1997 joint venture, and a
negative 3 percentage points from the third quarter 1996 divestiture of Monarch
Division.  The Adhesives, Sealants and Coatings Group had a 4% increase in
sales.  The growth occurred primarily in the paper/converting, graphic arts and
nonwoven markets of the industrial adhesives group and in the engineered systems
market of the structural adhesives group.  A slow down in key sectors had a
negative impact on our polymer sales.   The EFTEC (Automotive) Group, our new
joint venture, had a 13% increase in sales, a result of adding the sales of our
new joint venture partner.  Excluding the impact of the joint venture, a
slowdown in car production caused a decrease in automotive sales compared to the
prior period.  In the Specialty Group, sales increased 11%, excluding the impact
of the Monarch Division divestiture.  The sales growth occurred evenly
throughout the Group.  North American operating earnings decreased 24% from
$23,155 to $17,672.  In 1996, operating earnings were favorably impacted by
$7,111 from reversals of previous quarter accruals and non-accrual of bonuses
and profit-sharing.  Excluding this benefit, operating earnings improved $1,628
in 1997 or 10%.

                                      -8-
<PAGE>
 
For nine months of 1997, North American sales increased 4% and was composed of 5
percentage points resulting from increased volume and changes in product mix, 3
percentage points resulting from sales of a business acquired late in the second
quarter of 1996 and a second quarter 1997 joint venture, and a negative 4
percentage points resulting from the divestiture of the Monarch Division.  The
Adhesives, Sealants and Coatings Group had a 7% increase in 1997 sales, with 3
percentage points resulting from a second quarter 1996 acquisition and the other
4 percentage points of growth occurring primarily in the paper/converting and
graphic arts units of the industrial adhesives group and in engineered systems
market of the structural adhesives group.  The EFTEC (Automotive) Group, our new
joint venture, had a 5% increase in sales, with a 12 percentage point increase
resulting from adding the sales of our new joint venture partner.  Excluding the
impact of the joint venture, a slowdown in car production and competitive
pricing pressures caused a decrease in automotive sales compared to the prior
period.  The Specialty Group, excluding the impact of the sale of Monarch
Division, had an 11% sales growth with the primary growth occurring in the
Industrial Coatings Division and TEC Incorporated.  North American operating
earnings decreased 5% from $44,049 in 1996 to $41,933 for nine months of 1997.
Excluding the $7,111 favorable impact of bonus and profit-sharing reversals and
non-accruals in 1996, operating earnings were $36,938 and the 1997 increase was
$4,995 or 14%.

Latin American third quarter 1997 sales increased 6% from 1996.  The increase in
sales is composed of 7 percentage points relating to increased volume and
changes in product mix partially offset by a 1 percentage point decrease in
pricing.  Latin American operating earnings increased 21% when compared to 1996,
increasing from $2,235 to $2,704.

In Europe, the 12% third quarter 1997 sales decrease was composed of 12
percentage points resulting from unfavorable foreign currency translations due
to the strengthening of the U.S. dollar, a negative 3 percentage points due to
pricing, a negative 4 percentage points due to the sale of the construction
business, and a positive 7 percentage points due to increased volume and changes
in product mix.  Operating earnings decreased from $2,313 in third quarter 1996
to $1,675 in 1997.  Increased raw material costs and competitive pricing were
the primary reasons for the decrease in operating earnings.

Asia/Pacific sales increased 16% from the sales of the same period last year.
The strengthening of the U.S. dollar, compared to local currencies, caused a 6
percentage point decrease.  A positive 23 percentage point increase due to
increased volume and changes in product mix was partially offset by a negative 1
percentage point in pricing.   Operating earnings improved from ($714) in 1996
to ($105) in 1997.

For nine months of 1997, Latin American sales increased 3% over the same period
in 1996 with 4 percentage points accounted for by increased volume and changes
in product mix, and 1 percentage point resulting from decreased pricing.
Operating earnings increased  from $9,044 in 1996 to $10,651 in 1997.  European
sales were down 9% from nine months of 1996 sales with the strengthening of the
U.S. dollar causing 9 percentage points of the decrease.  Local currency sales
approximated the sales of 1996 with a 6 percentage point increase resulting from
increased volume and changes in product mix being offset by a negative 2
percentage point decrease resulting from the sale of the construction business

                                      -9-
<PAGE>
 
and 4 percentage points in decreased pricing.  Operating earnings increased from
$2,446 in 1996 to $7,181 in 1997.  1996 operating earnings were adversely
impacted by a $2,800 restructuring charge in the second quarter.  Asia/Pacific
sales increased 10% with a 5 percentage point decrease resulting from a
strengthened U.S. dollar.  A 17 percentage point increase resulting from volume
and changes in product mix was partially offset by a 2 percentage point decrease
in pricing.  Operating earnings increased from ($1,448) in 1996 to ($223) in
1997.

Cost of sales for the third quarter increased 2.3% ($5,058) over the same
quarter in 1996. Consolidated gross margins, as a percent of sales, decreased
from 32.2% in 1996 to 31.8% in 1997.  Third quarter 1996 cost of goods sold was
favorably impacted $2,200 by non-accrual and reversal of profit-sharing
accruals.  Excluding the 1996 profit-sharing impact, 1996 gross margin, as a
percent to sales, would have been 31.5%.  Excluding Monarch Division, which was
divested in the third quarter of 1996,  from this comparable gross margin, 1996
gross margin, as a percent of sales, would have been 31.3%.  Generally stable
raw material costs compared to third quarter 1996, increased pricing to cover
raw material increases in specific areas where increases occurred, improved
volumes, and cost control measures were the reason for the improved gross
margins.

Year-to-date, cost of sales was up 1.1% ($7,353) when compared to the same
period in 1996.  Consolidated gross margins, as a percent of sales, increased
from 31.4% in 1996 to 31.7% in 1997.  Excluding the profit-sharing impact of
$2,200 from 1996, 1996 gross margin, as a percent of sales, would have been
31.1%.  Excluding Monarch Division, which was divested in the third quarter of
1996, from this comparable gross margin, 1996 gross margin, as a percent of
sales, would have been 30.9%.

Selling, administrative, and other expenses for the quarter were up 7.1%
($5,345) when compared to the prior year.  This category of expense, as a
percent of sales, increased  from 23.7% in 1996 to 25.0% in 1997.   Excluding
the impact of a $4,911 profit-sharing and bonus accrual adjustment in 1996, this
category of expense, as a percent of sales, would have been 25.3%.

Selling, administrative, and other expenses for nine months of 1997 increased
0.7% ($1,725) when compared to the prior year.  This category of expense, as a
percent of sales, decreased from 25.7% in 1996 to 25.5% in 1997.  Adjusting for
a one-time $2,800 restructuring in the second quarter of 1996 and the profit-
sharing and bonus non-accrual of $4,911 in the third quarter of 1996, the 1996
expense was down 0.2% ($386) and the percent of sales for 1996 would be 25.9%.

Year-to-date other (expense)/income, net decreased from an income of $15,793 in
1996 to income of $585 in 1997.  The income in 1996 was primarily the result of
a gain on the sale of property in Munich, Germany, income generated from the
sale of equity investments in the United States, and the sale of Monarch
Division.  The income in 1997 was primarily the result of gains from the sale of
the construction business in Germany and from the Automotive joint venture in
North America.  These gains were partially offset by expenses incurred in the
pursuit of a major acquisition opportunity which was not successful, currency
losses in Asia/Pacific and outside consulting expense.

                                      -10-
<PAGE>
 
Income taxes for nine months of 1997 decreased $3,856 (17.2%) when compared to
nine months of 1996, primarily as a result of decreased earnings.  The effective
tax rate increased from 40.4% in nine months of 1996 to 40.8% for nine months of
1997.  The tax rate for nine months of 1997 reflects the 40.8% annual effective
tax rate of 1996.

Net earnings decreased from $33,100 in nine months of 1996 to $27,695 in nine
months of 1997.

Liquidity and Capital Resources
- -------------------------------

The cash flows as presented in this section have been calculated by comparison
of the Consolidated Condensed Balance Sheets at August 30, 1997 and November 30,
1996 and August 31, 1996 and November 30, 1995.

During nine months of 1997, the Company generated $43,183 of cash to finance
operations as compared to $62,660 in nine months of 1996.  The decreased
generation of cash was primarily the result of $14,072 increase in cash required
to fund working capital and other non-cash expenses in nine months of 1997
compared to the same period in 1996.

Working capital was $159,458 at August 30, 1997 compared to $141,617 at November
30, 1996.  The current ratio at August 30, 1997 was 1.6, equal to the ratio at
November 30, 1996.  The number of days sales in trade accounts receivable was 53
days at August 30, 1997 compared to 51 days sales at August 31, 1996.  The
average day sales in inventory on hand was 63 days compared to 62 days sales at
August 31, 1996.  Trade accounts payable was at 46 days, equal to the days at
August 31, 1996.

The Company's long-term debt to total capitalization ratio was 37.5% at August
30, 1997 compared to 34.0% at November 30, 1996.  The primary reason for this
increase in the capitalization ratio was the repurchase of 300,000 shares of
Company stock during the third quarter of 1997.

Capital expenditures for property, plant and equipment of $41,292 in nine months
of 1997 were primarily for continued construction of a manufacturing facility in
Georgia, the investment in Information Technology, 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.

Safe Harbor Statement under the Private Securities Litigation Act of 1995
- -------------------------------------------------------------------------

Statements in this Form 10-Q that are forward-looking statements are subject to
various risks and uncertainties including but not limited to economic
conditions, product demand and industry capacity, competitive products and
pricing, manufacturing efficiencies, new product development, availability and
price of raw materials and critical manufacturing equipment, new plant startups,
the regulatory and trade environment and other risks indicated in the
corporation's 10-K report and other SEC filings.  Such information contained
herein represents management's best judgment as of the date hereof based on
information currently available.

                                      -11-
<PAGE>
 
              H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES
                           (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 Thirteen       Comparison of Thirty-Nine
                            Weeks Ended August 30, 1997    Weeks Ended August 30, 1997
                                and August 31, 1996            and August 31, 1996
                            ---------------------------   ------------------------------
<S>                         <C>                           <C>
Net sales                           $ 5,360     1.7%          $ 14,529        1.5%
                                                                           
Cost of sales                        (5,058)   -2.3%            (7,353)      -1.1%
                                                                           
Selling, administrative and                                         
 other expenses                      (5,345)   -7.1%            (1,725)      -0.7%
                                                                    
Interest expense                       (550)  -12.8%              (234)      -1.6%
                                                                    
Gain from sale of assets            (16,568)     *             (15,184)     -85.3%
                                                                    
Other income (expense), net           2,654      *                 (24)      -1.2%
                                  ---------                   --------
Earnings before income taxes and                                    
  minority interests               ($19,507)  -52.9%           ($9,991)     -18.0%
                                                                    
Income taxes                          7,815    52.5%             3,856       17.2%
                                                                    
Net earnings of consolidated                                               
  subsidiaries applicable to                                        
  minority interests                    346      *                 381         *
                                                                    
Earnings from equity investments         94      *                 349         *
                                  ---------                   --------
                                                                    
Net earnings                       ($11,252)  -51.1%           ($5,405)     -16.3%
                                  =========                   ========
</TABLE>

*  Change of 100% or more.



                                     

                                      -12-
<PAGE>
 
PART II   OTHER INFORMATION


Item 1.

Legal Proceedings.
- ----------------- 

On August 30, 1995, the Company was named one of 94 defendants, including
numerous other chemical companies, in a purported class action filed in Federal
District Court for the District of Texas on behalf of approximately 114
plaintiffs that worked at the Army Depot in Corpus Christi, Texas.  The
plaintiffs seek $100 million in compensatory damages and $400 million in
punitive damages for injuries allegedly resulting from exposure to various
chemicals manufactured by the 94 defendants.

The Plaintiffs and Fuller reached a settlement for a nominal amount.  Fuller
will be dismissed from the action in the near future.

                                      -13-
<PAGE>
 
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 thirteen
     weeks ended August 30, 1997.


                              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:  October 13, 1997            /S/ Jorge Walter Bolanos
                                    ------------------------
                                    Jorge Walter Bolanos
                                    Senior Vice President,
                                    Treasurer and
                                    Chief Financial Officer



Dated:  October 13, 1997            /S/ David J. Maki
                                    -----------------------
                                    David J. Maki
                                    Vice President
                                    and Controller

                                      -14-

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY 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>                   9-MOS
<FISCAL-YEAR-END>                          NOV-29-1997
<PERIOD-START>                             DEC-01-1996
<PERIOD-END>                               AUG-30-1997
<CASH>                                           4,283
<SECURITIES>                                         0
<RECEIVABLES>                                  198,520
<ALLOWANCES>                                     6,412
<INVENTORY>                                    156,539
<CURRENT-ASSETS>                               410,943
<PP&E>                                         686,201
<DEPRECIATION>                                 293,851
<TOTAL-ASSETS>                                 906,992
<CURRENT-LIABILITIES>                          251,485
<BONDS>                                        200,618
                                0
                                        306
<COMMON>                                        13,840
<OTHER-SE>                                     320,747
<TOTAL-LIABILITY-AND-EQUITY>                   906,992
<SALES>                                        956,423
<TOTAL-REVENUES>                               956,423
<CGS>                                          653,462
<TOTAL-COSTS>                                  243,419
<OTHER-EXPENSES>                                 (585)
<LOSS-PROVISION>                                   428
<INTEREST-EXPENSE>                              14,755
<INCOME-PRETAX>                                 45,372
<INCOME-TAX>                                    18,511
<INCOME-CONTINUING>                             27,695
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    27,695
<EPS-PRIMARY>                                     1.96
<EPS-DILUTED>                                     1.96
        

</TABLE>


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