<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended August 26, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ..................to.....................
Commission File No. 0-3488
H.B. FULLER COMPANY
(Exact name of registrant as specified in its charter)
Minnesota 41-0268370
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1200 Willow Lake Boulevard, 55110-5101
Vadnais Heights, Minnesota
(Address of principal executive offices) (Zip Code)
(651) 236-5900
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $1.00 per share
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 of 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
The number of shares outstanding of the Registrant's Common Stock, par value
$1.00 per share, was 14,115,179 as of September 30, 2000.
<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 26, August 28, August 26, August 28,
2000 1999 2000 1999
--------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Net sales $ 323,109 $ 331,916 $ 991,506 $ 1,007,325
Cost of sales (228,879) (223,205) (687,388) (681,550)
--------- --------- --------- -----------
Gross profit 94,230 108,711 304,118 325,775
Selling, administrative and other expenses (75,217) (78,437) (229,683) (242,193)
Nonrecurring items -- (2,995) 300 (11,165)
--------- --------- --------- -----------
Operating income 19,013 27,279 74,735 72,417
Interest expense (5,802) (6,541) (17,999) (19,995)
Other income (expense), net (1,591) (158) (2,219) (2,388)
--------- --------- --------- -----------
Income before income taxes and minority interests 11,620 20,580 54,517 50,034
Income taxes (4,293) (8,773) (20,171) (21,594)
Minority interests in consolidated income (285) (51) (1,262) (396)
Income from equity investments 352 312 1,812 1,649
--------- --------- --------- -----------
Net income $ 7,394 $ 12,068 $ 34,896 $ 29,693
========= ========= ========= ===========
Weighted-average common
shares outstanding:
Basic 13,938 13,822 13,903 13,797
========= ========= ========= ===========
Diluted 14,102 14,015 14,096 13,945
========= ========= ========= ===========
Net income per common share:
Basic $ 0.53 $ 0.87 $ 2.51 $ 2.15
========= ========= ========= ===========
Diluted $ 0.52 $ 0.86 $ 2.47 $ 2.13
========= ========= ========= ===========
Cash dividend per common share $ 0.210 $ 0.205 $ 0.625 $ 0.610
========= ========= ========= ===========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
-2-
<PAGE>
H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES
Consolidated Condensed Balance Sheets
(In thousands)
(Unaudited)
August 26, November 27,
2000 1999
------------- ------------
ASSETS
Current assets:
Cash and cash equivalents $ 5,521 $ 5,821
Trade receivables 224,625 249,526
Allowance for doubtful accounts (4,918) (4,871)
Inventories 156,964 148,589
Other current assets 47,232 41,078
----------- -----------
Total current assets 429,424 440,143
Property, plant and equipment, net of
accumulated depreciation of $365,559
in 2000 and $354,779 in 1999 398,193 412,524
Deposits and miscellaneous assets 87,555 74,288
Other intangibles, net 25,501 28,309
Excess of cost over net assets acquired 68,062 70,351
----------- -----------
Total assets $ 1,008,735 $ 1,025,615
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 41,541 $ 40,149
Current installments of long-term debt 9,926 11,332
Accounts payable 118,541 132,273
Accrued expenses 54,709 68,669
Accrued nonrecurring charges 2,502 8,762
Income taxes payable 9,558 4,735
----------- -----------
Total current liabilities 236,777 265,920
Long-term debt,
excluding current installments 250,579 263,714
Accrued pension cost 71,225 78,286
Deferred income taxes and other liabilities 34,069 23,801
Minority interest 18,448 17,514
Stockholders' equity:
Preferred stock 306 306
Common stock 14,115 14,040
Additional paid-in capital 36,635 34,071
Retained earnings 366,727 341,356
Accumulated other comprehensive income (loss) (15,464) (7,522)
Unearned compensation (4,682) (5,871)
----------- -----------
Total stockholders' equity 397,637 376,380
----------- -----------
Total liabilities and stockholders' equity $ 1,008,735 $ 1,025,615
=========== ===========
See accompanying notes to consolidated condensed financial statements.
-3-
<PAGE>
H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES
Consolidated Condensed Statement of Cash Flows
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Thirty-nine Weeks Ended
-----------------------
August 26, August 28,
2000 1999
--------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 34,896 $ 29,693
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 38,205 37,769
Nonrecurring items (409) (1,132)
Gain on sale of assets in the restructuring plan -- (2,371)
Other items (1,397) (1,679)
Change in current assets and liabilities (net of effects of
acquisitions/divestitures):
Accounts receivable 7,255 2,078
Inventory (12,761) 5,246
Prepaid assets (3,158) (1,489)
Accounts payable (6,237) (7,742)
Accrued expense (6,677) 6,576
Accrued nonrecurring charges (6,260) (3,079)
Income taxes payable 6,176 8,895
-------- --------
Net cash provided by operating activities 49,633 72,765
Cash flows from investing activities:
Purchased property, plant and equipment (34,109) (43,157)
Purchased business, net of cash acquired (5,498) (4,483)
Proceeds from sale of assets and businesses 10,760 5,009
-------- --------
Net cash used in investing activities (28,847) (42,631)
Cash flows from financing activities:
Proceeds from long-term debt 53,110 51,651
Payments on long-term debt (60,255) (60,703)
Proceeds (payments) from/on notes payable 2,777 (9,251)
Dividends paid (8,817) (8,559)
Other (7,658) (2,340)
-------- --------
Net cash used in financing activities (20,843) (29,202)
Effect of exchange rate changes on cash (243) 23
-------- --------
Net change in cash and cash equivalents (300) 955
Cash and cash equivalents at beginning of year 5,821 4,605
-------- --------
Cash and cash equivalents at end of period $ 5,521 $ 5,560
======== ========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
-4-
<PAGE>
H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
(Unaudited) (Amounts in Thousands)
1. The accompanying unaudited consolidated condensed financial statements have
been prepared in accordance with generally accepted accounting principles in
the United States for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information necessary for a fair presentation of results
of operations, financial position, and cash flows in conformity with
generally accepted accounting principles in the United States. In the opinion
of management, the unaudited consolidated financial statements reflect all
adjustments of a normal recurring nature considered necessary for a fair
presentation of the Company's results for the periods presented. Operating
results for interim periods are not necessarily indicative of results that
may be expected for the fiscal year as a whole. The preparation of financial
statements in conformity with generally accepted accounting principles in the
United States requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenues, expenses, and
related disclosures at the date of the financial statements and during the
reporting period. Actual results could differ from these estimates. These
interim consolidated condensed financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-K for the year ended
November 27, 1999 as filed with the Securities and Exchange Commission.
2. The composition of inventories is presented below:
August 26, 2000 November 27, 1999
--------------- -----------------
Raw materials $ 64,235 $ 63,392
Finished goods 103,044 94,579
LIFO reserve (10,315) (9,382)
-------- --------
$156,964 $148,589
======== ========
3. Reconciliations of the net income and common share components for the basic
and diluted income per share calculations are as follows:
Thirteen Weeks Ended
----------------------------------
August 26, 2000 August 28, 1999
--------------- ---------------
Net income $ 7,394 $12,068
Dividends on preferred shares (4) (4)
------- -------
Income available to common shareholders $ 7,390 $12,064
======= =======
Weighted-average common shares - basic 13,938 13,822
Effect of diluted securities
Stock options 5 102
Restricted stock 149 91
Key employee deferred compensation plan 10 --
------- -------
Weighted-average common shares - diluted 14,102 14,015
======= =======
Thirty-nine Weeks Ended
---------------------------------
August 26, 2000 August 28, 1999
--------------- ---------------
Net income $34,896 $29,693
Dividends on preferred shares (12) (12)
------- -------
Income available to common shareholders $34,884 $29,681
======= =======
Weighted-average common shares - basic 13,903 13,797
Effect of diluted securities
Stock options 35 82
Restricted stock 153 66
Key employee deferred compensation plan 5 --
------- -------
Weighted-average common shares - diluted 14,096 13,945
======= =======
-5-
<PAGE>
4. The components of total comprehensive income (loss) are shown below:
<TABLE>
<CAPTION>
Thirteen Weeks Ended
---------------------------------
Total comprehensive income August 26, 2000 August 28, 1999
--------------- ---------------
<S> <C> <C>
Net income $ 7,394 $12,068
Other comprehensive income
Foreign currency translation, net (879) 5,025
------- -------
Total other comprehensive income (879) 5,025
------- -------
Total comprehensive income $ 6,515 $17,093
======= =======
Thirty-nine Weeks Ended
---------------------------------
Total comprehensive income August 26, 2000 August 28, 1999
--------------- ---------------
Net income $34,896 $29,693
Other comprehensive income
Foreign currency translation, net (7,941) (864)
------- -------
Total other comprehensive income (7,941) (864)
------- -------
Total comprehensive income $26,955 $28,829
======= =======
</TABLE>
5. The following table is a detailed reconciliation of the restructuring reserve
balance from November 27, 1999 to August 26, 2000. The reconciliation
reflects the adjustments recorded due to a change in estimate and payments
applied during the respective quarter.
<TABLE>
<CAPTION>
North Latin Asia/
America Europe America Pacific Total
------- ------ ------- ------- -----
<S> <C> <C> <C> <C> <C>
Balance: November 27, 1999 $ 1,924 $ 4,950 $ 763 $1,125 $ 8,762
Adjustments in first quarter, 2000 (300) -- -- -- (300)
Payments in first quarter, 2000:
Severance (1,018) (1,166) (301) (229) (2,714)
Contracts/leases -- (202) -- (397) (599)
------- ------- ----- ------ -------
(1,018) (1,368) (301) (626) (3,313)
------- ------- ----- ------ -------
Payments in second quarter, 2000:
Severance (263) (758) (28) (453) (1,502)
Contracts/leases -- (71) -- (46) (117)
------- ------- ----- ------ --------
(263) (829) (28) (499) (1,619)
------- ------- ----- ------ -------
Payments in third quarter, 2000:
Severance (206) (383) (20) -- (609)
Contracts/leases -- (419) -- -- (419)
------- ------- ----- ------ --------
(206) (802) (20) -- (1,028)
------- ------- ----- ------ --------
Balance: August 26, 2000 $ 137 $ 1,951 $ 414 $ -- $ 2,502
======= ======= ===== ====== =======
</TABLE>
The remaining balance of $2,502 consists of $1,667 for severance and $835 for
contracts/leases.
6. On March 16, 2000, the Company acquired an adhesive product line in the
United States for $5,394. The purchase price exceeded net assets acquired by
$5,056. The acquisition was accounted for as a purchase business combination
and the accompanying Consolidated Financial Statements include the results of
this product line since the purchase date. The historical results of
operations on a pro forma basis were not presented as the effects of the
acquisition were not material.
-6-
<PAGE>
7. The following table presents information about the Company's reported
segments, which also are the Company's geographic segments. Management
measures performance using operating income by geographic segments.
Inter-
For the Thirteen Weeks Ended Trade Company Operating
August 26, 2000 Sales Sales Income
--------------------------------- ---------- --------- ---------
North America $ 196,903 $ 2,993 $12,278
Europe 60,510 (151) 2,400
Latin America 41,581 -- 3,177
Asia/Pacific 24,115 1 1,158
Eliminations -- (2,843) --
---------- -------- -------
Total $ 323,109 -- $19,013
========== ======== =======
Inter-
For the Thirteen Weeks Ended Trade Company Operating
August 28, 1999 Sales Sales Income
--------------------------------- ---------- -------- ---------
North America $ 197,157 $ 3,592 $19,508
Europe 68,773 1,234 6,516
Latin America 42,970 620 1,250
Asia/Pacific 23,016 6 5
Eliminations -- (5,452) --
---------- -------- -------
Total $ 331,916 -- $27,279
========== ======== =======
Inter-
For the Thirty-nine Weeks Ended Trade Company Operating
August 26, 2000 Sales Sales Income
--------------------------------- ---------- -------- ---------
North America $ 591,309 $ 10,290 $41,114
Europe 192,145 1,622 15,520
Latin America 134,003 -- 14,281
Asia/Pacific 74,049 12 3,820
Eliminations -- (11,924) --
---------- -------- -------
Total $ 991,506 -- $74,735
========== ======== =======
Inter-
For the Thirty-nine Weeks Ended Trade Company Operating
August 28, 1999 Sales Sales Income
--------------------------------- ---------- -------- ---------
North America $ 586,671 $ 10,020 $48,753
Europe 209,765 2,355 9,430
Latin America 139,761 7,773 9,175
Asia/Pacific 71,128 79 5,059
Eliminations -- (20,227) --
---------- -------- -------
Total $1,007,325 -- $72,417
========== ======== =======
8. In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 (SAB 101), which summarizes certain of the
staff's views in applying generally accepted accounting principles to revenue
recognition in financial statements. The Company is in the process of
analyzing the requirements of SAB 101, as amended, and is required to comply
by no later than the fourth quarter of fiscal year 2001. The Company has not
yet determined the impact of SAB 101 on its consolidated financial
statements.
-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 unaudited consolidated condensed financial statements.
Results of Operations
---------------------
Net sales for the third quarter of $323,109 were $8,807 or 2.7 percent below the
third quarter of 1999. Weaker foreign currencies, primarily the euro, as
compared to the U.S. dollar had a negative impact of 1.9 percent. Volume,
combined with changes in product mix, decreased 1.0 percent while pricing was
flat with last year. Sales from recent acquisitions, net of divestitures,
resulted in a sales increase of 0.3 percent.
Through nine months of 2000, net sales of $991,506 were 1.6 percent below 1999.
The negative currency impact was 1.7 percent, while volume increased 0.7 percent
and prices decreased 0.8 percent. The increase from acquisitions, net of
divestitures, was 0.2 percent.
The following table shows the third quarter and nine-month sales by geographic
operating segment:
13 Weeks Ended 39 Weeks Ended
------------------ --------------------
Operating Segment 8/26/00 8/28/99 8/26/00 8/28/99
------------------- -------- -------- -------- ----------
North America $196,903 $197,157 $591,309 $ 586,671
Europe 60,510 68,773 192,145 209,765
Latin America 41,581 42,970 134,003 139,761
Asia/Pacific 24,115 23,016 74,049 71,128
-------- -------- -------- ----------
Total $323,109 $331,916 $991,506 $1,007,325
======== ======== ======== ==========
Net income in the third quarter was $7,394 or $0.52 per diluted share. Net
income in the third quarter of 1999 was $12,068 or $0.86 per diluted share.
Included in the 1999 results were restructuring and related charges of $2,995
($2,339 after tax), which reduced the net income per diluted share by $0.17.
Excluding the 1999 restructuring and related charges, net income in the third
quarter of 2000 decreased 49 percent as compared to last year. The reduced net
income was caused primarily by the continuing increase of raw material prices.
Net income through nine months of 2000 was $34,896 or $2.47 per diluted share.
For the same period in 1999, net income was $29,693 or $2.13 per diluted share.
The 2000 net income includes a restructuring credit of $300 ($189 after tax) and
the 1999 net income includes restructuring and related charges of $11,165
($8,279 after tax). Excluding the restructuring and related items, net income
through nine months of 2000 was 9 percent below 1999. On a diluted share basis,
the 2000 result of $2.46 compares to the 1999 result of $2.72, a decrease of 10
percent.
Also benefiting the 2000 net income were one time pretax gains of $1,535 from a
settlement with a raw material vendor and $1,612 from assets sold in the United
States and Spain as well as the sale of the liquid paint business in Ecuador.
Note: Geographic operating income exclude the impact from restructuring and
----------------------------------------------------------------------------
related items.
--------------
In North America, third quarter net sales were slightly (0.1 percent) below last
year. Increases in pricing of 0.7 percent and the positive impact from an
acquisition of 1.0 percent were offset by a volume decrease of 1.8 percent. In
the North American adhesives produce line, sales increases in the assembly,
nonwoven and graphic arts markets were offset by decreases in the paper
converting market. The Specialty Group incurred a third quarter sales increase
of 1.5 percent over last year with a 3.8 percent increase coming from a second
quarter acquisition in Foster Products, Inc. The Specialty Group incurred lower
sales compared to 1999 at the Global Coatings Division, TEC Specialty Products,
Inc. and Linear Products, Inc. Third quarter net sales in the Automotive Group
were 3.5 percent below last year.
-8-
<PAGE>
Through nine months, North American sales were up 0.8 percent over last year
including a 0.8 percent increase from Adhesives, a 3.0 percent increase from the
Specialty Group and a decrease of 3.6 percent from Automotive. Volume accounted
for an increase of 0.9 percent and the acquisition accounted for 0.6 percent.
Pricing decreased from last year by 0.8 percent.
North American operating income in the third quarter decreased 41 percent from
last year to $12,278. The lower income was the result of continuing upward
pressure on raw material costs combined with the difficulty in raising selling
prices due to competitive pressures. The raw material increases were again
driven by petroleum-based materials, such as VAM (vinyl acetate monomer), VAE
(vinyl acetate emulsion) and EVA (ethylene vinyl acetate). Although selling
prices increased in the quarter compared to last year, it was not enough to
prevent further erosion of the gross margin. Additional price increases were
announced during the quarter, with the positive impact expected in the fourth
quarter. Operating (selling, administrative and other) expenses were flat with
last year as savings from reduced census and lower employee and retiree benefit
costs were offset by costs related to the Company's e-business and tax planning
initiatives. The e-business and tax planning efforts accounted for
approximately $1,400 during the quarter, which translates into $0.06 per diluted
share.
Through nine months, operating income in North America of $40,814 is 22 percent
below last year.
In Europe, third quarter net sales of $60,510 were 12 percent below 1999. The
weakness of the euro accounted for 8.5 percent of the shortfall. The remaining
variance was primarily due to a volume decrease of 4.0 percent and a pricing
increase of 0.4 percent. A reduction in sales in the nonwoven market offset
gains in the paper packaging, woodworking and engineered systems markets.
Europe also experienced the continuation of rising raw material prices which,
combined with the euro weakness, resulted in further erosion of the gross
margin. Operating expenses, which were positively impacted by the weak euro,
were below last year by 7 percent. The resulting operating income of $2,400 was
67 percent below last year.
Through nine months, European net sales were 8.4 percent below last year
including a 9.1 percent negative impact from currency. Operating income of
$15,521 was 12 percent below last year.
Latin American net sales in the third quarter were 3.2 percent below 1999. The
adhesive product line was flat with last year while the liquid paints product
line incurred a shortfall of 5.7 percent. The reduction in liquid paints was
driven by the second quarter sale of the business in Ecuador. This accounted
for 5.0 percent of the total liquid paints reduction of 5.7 percent and 2.9
percent of the total Latin American decrease. Overall, in Latin America, volume
increased 2.0 percent while pricing decreased 2.3 percent. Operating income in
Latin America increased 42 percent to $3,178. Savings related to the Company's
recent restructuring efforts and discontinuing sales to certain unprofitable
lines of business accounted for the improvement.
Through nine months, net sales in Latin America decreased 4 percent and
operating income increased 31 percent.
Third quarter net sales in Asia/Pacific increased 4.8 percent over last year.
Volume increased 10.7 percent while pricing decreased 3.9 percent. Weakness in
foreign currencies, primarily the Australian dollar, accounted for a 2.0 percent
decrease. Strong growth continued to be realized in the footwear and graphic
arts markets, however the nonwoven business was down from last year. The
increased volume was leveraged into operating income of $1,157 in 2000, as
compared to $51 in 1999.
For the first nine months of 2000, Asia/Pacific sales increased 4.1 percent over
1999 and operating income increased 29 percent to $3,819.
-9-
<PAGE>
Interest expense of $5,802 in the third quarter of 2000 was $739 below last year
due to the reduced average debt levels in 2000. Through nine months, interest
expense of $17,999 is $1,996, or 10 percent, below 1999.
Other income/(expense), net, was expense of $1,591 in the third quarter of 2000
compared to an expense of $158 in 1999. Foreign currency translation effects
accounted for $558 of the variance. Gains on sales of assets in 1999 accounted
for income of approximately $500 while there was only $35 realized on sales of
assets in the third quarter of 2000.
The effective tax rate for 2000 remained at 37 percent. This rate reflects the
expected rate for the year based on the current mix of worldwide income and tax
planning initiatives, both of which are subject to change. The rate in the third
quarter of 1999, excluding nonrecurring charges, was 40.0 percent. During the
first nine months of 2000 the Company incurred approximately $1,400 of tax
consulting expenses to achieve the lower rate.
Liquidity and Capital Resources
-------------------------------
Cash flow provided by operations in the third quarter of 2000 was $26,470 as
compared to $30,948 in the third quarter of 1999. The shortfall was primarily
due to the $4,674 lower net income in 2000 as compared to last year. Through
nine months of 2000, the cash provided by operations of $49,633 compared to
$72,765 provided in 1999. Changes in operating working capital accounted for
cash outflow in 2000 of $18,709, as compared to cash outflow in 1999 of $754.
This variance was driven by the first quarter increases in inventory levels and
the first quarter payment of management bonuses related to 1999 financial
results. For the third quarter of 2000, changes in operating working capital
generated positive cash flow of $8,352 as compared to a positive $2,712 in third
quarter of 1999. Accounts receivable days sales outstanding remained at the
second quarter level of 61. The average days of inventory on hand at August 26,
2000, as calculated on a four quarter rolling average, also remained unchanged
from second quarter at 61 days.
Payments for the first nine months of 2000 related to the Company's 1998 plan of
restructuring and reorganization were $5,960. Payments of $4,825 were for
accrued severance and $1,135 was for accrued costs related to contracts and
leases. The remaining balance in the restructuring accrual of $2,502 consists
of $1,667 of accrued severance and $835 for contracts and leases.
The Company's ratio of long-term debt to total capitalization was 38.7 percent
at August 26, 2000 as compared to 41.2 percent at November 27, 1999. The ratio
at August 28, 1999 was 43.5 percent.
Capital expenditures for property, plant and equipment were $34,109 through nine
months of 2000, as compared to $43,157 through nine months of 1999.
Safe Harbor Statement under the Private Securities Litigation Act of 1995
-------------------------------------------------------------------------
Certain statements in this document are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are subject to various risks and uncertainties, including but not
limited to the following: political and economic conditions; product demand and
industry capacity; competitive products and pricing; manufacturing efficiencies;
new product development; product mix; availability and price of raw materials
and critical manufacturing equipment; new plant startups; accounts receivable
collection; the Company's relationships with its major customers and suppliers;
changes in tax laws and tariffs; patent rights that could provide significant
advantage to a competitor; devaluations and other foreign exchange rate
fluctuations (particularly with respect to the euro, the Japanese yen, and the
Brazilian real); the regulatory and trade environment; and other risks as
indicated from time to time in the Company's filings with the Securities and
Exchange Commission. All forward-looking information represents management's
best judgment as of this date based on information currently available that in
the future may prove to have been inaccurate. Additionally, the variety of
products sold by the Company and the regions where the Company does business
makes it difficult to determine with certainty the increases or decreases in
sales resulting from changes in the volume of products sold, currency impact,
changes in product mix and selling prices. However, management's best estimates
of these changes as well as changes in other factors have been included.
References to volume changes includes volume and product mix changes, combined.
-10-
<PAGE>
PART II. OTHER INFORMATION
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 26, 2000.
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 10, 2000 /S/ Raymond A. Tucker
---------------------
Raymond A. Tucker
Senior Vice President and
Chief Financial Officer
-11-
<PAGE>
EXHIBIT INDEX
Exhibit Number
27 Financial Data Schedule.
