<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- --- ACT OF 1934 [FEE REQUIRED]
for the fiscal year ended October 29, 1995
----------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to __________
Commission file number 0-7977
------
NORDSON CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 34-0590250
------------------------ ------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
28601 Clemens Road, Westlake, Ohio 44145 (216) 892-1580
- ---------------------------------------- --------- ------------------
(Address of principal executive offices) (Zip Code) (Telephone Number)
Securities registered pursuant to Section 12(b) of the Act:
None
----
Securities registered pursuant to Section 12(g) of the Act:
Common Shares with no par value
-------------------------------
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
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. X
---
State the aggregate market value of the voting stock held by nonaffiliates of
the Registrant. The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within 60 days prior to the date of filing.
$745,989,000 AS OF DECEMBER 31, 1995
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date. 17,948,183 COMMON SHARES
AS OF DECEMBER 31, 1995
Documents incorporated by reference: list the following documents if
incorporated by reference and the part of the Form 10-K into which the document
is incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933.
PORTIONS OF THE 1995 ANNUAL REPORT - PARTS I, II AND IV
PORTIONS OF THE PROXY STATEMENT FOR THE 1996 ANNUAL MEETING - PART III
1
<PAGE> 2
PART I
------
Item 1. Business.
- ------ --------
GENERAL DEVELOPMENT OF BUSINESS
-------------------------------
General Description of Business
- -------------------------------
Founded in 1954, Nordson Corporation is a multi-national company that
designs, manufactures and markets systems that apply adhesives, sealants and
liquid and powder coatings to consumer and industrial products during
manufacturing.
Nordson's industrial application systems are used, for example, to seal
cartons and cases, assemble furniture, spray protective finishes on
automobiles, apply liquid and powder paints to appliances, and coat the
interiors of food and beverage containers.
Headquartered in Westlake, Ohio, Nordson markets its products worldwide
through four sales divisions -- North America, Europe, Japan, and Pacific
South. These organizations are comprised of a network of 36 direct operations,
each managed by local personnel who understand their markets and cultures.
Sixty percent of the Company's 1995 revenues were generated outside the United
States.
Corporate Purpose and Strategies
- --------------------------------
Nordson strives to be a vital, self-renewing, worldwide organization which,
within the framework of ethical behavior and enlightened citizenship, grows and
produces wealth for its customers, employees, shareholders, and communities.
The Company operates to create balanced, long-term benefits for all of these
constituencies. Growth is achieved by seizing opportunities to sell existing
products for new applications and markets, developing new products and
technologies to serve growth markets, and investing in systems to maximize
internal productivity. These strategies are augmented through the acquisition
of businesses that can serve multi-national industrial markets.
Nordson creates benefits for customers through a Package of Values(TM), which
include carefully engineered, durable products; strong service support; backing
of a worldwide company with financial and technical strength; and a corporate
commitment to deliver what was promised.
Nordson highly regards employee contribution toward the Company's goals and,
therefore, strives to provide employees with opportunities for
self-fulfillment, growth, security, recognition and equitable compensation.
Commitment to the community is a vital part of Nordson's overall business
strategy and is considered essential to the Company's long-term success. As a
corporate citizen, Nordson contributes an average of 5 percent of domestic
pretax earnings for charitable purposes in the communities where it operates
and draws its employees.
2
<PAGE> 3
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENT,
---------------------------------------------
FOREIGN AND DOMESTIC OPERATIONS, AND EXPORT SALES
-------------------------------------------------
In accordance with Statement of Financial Accounting Standards No. 14,
"Financial Reporting for Segments of a Business Enterprise", Nordson has
reported information about the Company's single industry segment, its
geographic operations and its export sales. This information is contained in
Note 14 (page 34) of the 1995 Annual Report, incorporated herein by reference
thereto.
NARRATIVE DESCRIPTION OF BUSINESS
---------------------------------
Principal Products and Uses
- ---------------------------
Nordson offers a full range of equipment that moves and dispenses liquid and
powder coatings, adhesives and sealants, as well as many high- performance
compounds. Equipment ranges from manual, stand-alone units for low-volume
operations to microprocessor-based automated systems for high-speed,
high-volume production lines.
The Company's various products and examples of their uses, arranged by the
businesses which they serve, are as follows:
Packaging - Automated hot melt adhesive dispensing systems for sealing
corrugated cases and paperboard cartons, applying product labels and
stabilizing pallets in the food, beverage, agriculture, cosmetics, and
pharmaceuticals industries.
Product Assembly - Adhesive and sealant dispensing systems for bonding or
sealing plastic, metal and wood products in the appliance, automotive, book
binding, building/construction, cosmetics, electronics, furniture, and
telecommunications industries.
Nonwovens - Automated equipment for applying adhesives, super-absorbent
powders, liquids and fibers to assemble baby diapers, child training pants,
feminine hygiene products, and adult incontinence products.
Converting - Coating and laminating systems used to manufacture continuous
roll goods such as specialty label stocks, back coated textiles, medical
disposables, and automotive body cloth.
Advanced Gasketing - Custom engineered systems for automatically dispensing
foamed adhesives and sealants to make form-in-place gaskets for automotive
components, appliances, construction products, electrical enclosures and large
containers.
Powder Coating - Electrostatic spray systems for applying powder paints and
coatings to appliances, automotive components, metal office furniture/storage
shelving, electrical transformers, and recreational equipment.
Liquid Finishing - Electrostatic spray systems for applying liquid paints
and coatings to plastic, metal and wood products such as furniture, kitchen and
bath cabinets, doors and frames, pipes and tubing, and automotive components.
3
<PAGE> 4
Automotive - Liquid and powder finishing systems for spraying primers,
anti-chip coatings, basecoats and clearcoats to body panels; adhesive and
sealant dispensing systems for bonding glass, body panels and structural
components in automobiles.
Container Coating - Automated equipment and systems for applying and curing
liquid and powder coatings to the interiors and ends of metal containers in the
food and beverage industries.
Electronics - Automated equipment for applying protective conformal coating,
solder flux and adhesive materials to printed circuit boards and electronic
assemblies in the appliance, automotive, avionics, defense, electrical/
electronics, and telecommunications industries.
Nordson markets its products in the United States and fifty-one other
countries, primarily through a direct sales force, and in eleven countries
through qualified distributors. Nordson has built a worldwide reputation for
its creativity and expertise in the design and engineering of high-technology
application equipment which meets the specific needs of its customers.
Manufacturing and Raw Materials
- -------------------------------
Nordson's production operations include machining and assembly. The Company
finishes specially designed parts and assembles components into finished
equipment. Many components are made in standard modules that can be used in
more than one product or in combination with other components for a variety of
models. The Company has manufacturing operations in Amherst and Elyria, Ohio;
Norcross, Georgia; Sand City, California; Branford, Connecticut; Luneburg,
Germany; Udenhout, The Netherlands; and Stenungsund, Sweden.
Principal materials used to make Nordson products are metals and plastics,
typically in sheets, bar stock, castings, forgings, and tubing. Nordson also
purchases many electrical and electronic components, fabricated metal parts,
high-pressure fluid hoses, packings, seals and other items integral to its
products. Suppliers are competitively selected based on cost and quality.
Virtually all raw materials Nordson uses are available through multiple
sources.
An extensive quality control program for Nordson equipment, machinery and
systems is supervised by Nordson's vice president of manufacturing.
Natural gas and other fuels are primary energy sources for Nordson. However,
standby capacity for alternative sources is available if needed.
Patents and Trademarks
- ----------------------
The Company maintains procedures to protect patents and trademarks both
domestically and internationally. However, Nordson's business is not
materially dependent upon any one or more of the patents, or on patent
protection in general.
4
<PAGE> 5
Seasonal Variation in Business
- ------------------------------
There is no significant seasonal variation in the Company's business.
Working Capital Practices
- -------------------------
No special or unusual practices affect Nordson's working capital. However,
the Company generally requires substantial advance payments as deposits on
customized equipment and systems and, in certain cases, requires progress
payments during the manufacturing of these products. The Company maintains a
relatively high investment in inventory to ensure products are available to
customers when ordered. This investment reflects Nordson's commitment to
customer service, part of its Package of Values(TM).
Customers
- ---------
The Company serves a broad customer base, both in terms of industries and
geographic regions. The loss of a single or few customers would not have a
material adverse effect on the Company's business. In 1995, no single customer
accounted for 5 percent or more of sales.
Backlog
- -------
The Company's backlog of orders has increased to $64,101,000 at October 29,
1995 from $46,169,000 at October 30, 1994. All orders in the October 1995
backlog are expected to be shipped to customers in fiscal 1996.
Government Contracts
- --------------------
Nordson's business neither includes nor depends upon a significant amount of
governmental contracts or sub-contracts. Therefore, no material part of the
Company's business is subject to renegotiation or termination at the option of
the government.
Competitive Conditions
- ----------------------
Nordson equipment is sold in competition with a wide variety of alternative
bonding, sealing, caulking, finishing and coating techniques. Any production
process that requires the application of material to a substrate or surface is
a potential use for Nordson equipment.
Nordson enjoys a leadership position in the competitive industrial
application systems business by delivering high-quality, innovative products
and technologies, as well as after-the-sale service and technical support.
Working with customers to understand their processes and developing the
application solutions that help them meet their production requirements also
contributes to Nordson's leadership position. Nordson products help customers
improve productivity, reduce raw material and energy consumption, lower
maintenance costs, improve environmental conditions, and produce better
performing finished products. Nordson's worldwide network of direct sales and
technical resources also is a competitive advantage.
Risk factors associated with Nordson's competitive position include the
development and commercial acceptance of alternative processes or materials and
the growth of local competitors serving specific markets.
5
<PAGE> 6
Research and Development
- ------------------------
Investments in research and development are important to Nordson's long-term
growth because they enable the Company to keep pace with changing customer and
marketplace needs, and they help to sustain sales improvements year after year.
The Company places strong emphasis on technology developments and improvements
through its internal engineering and research teams. Research and development
expenses were approximately $28,866,000 in fiscal 1995, compared with
approximately $24,434,000 in fiscal 1994 and $20,521,000 in fiscal 1993. As a
percentage of sales, these investments were approximately 5.0 percent in fiscal
1995, 4.8 percent in fiscal 1994, and 4.4 percent for fiscal 1993.
Environmental Compliance
- ------------------------
Compliance with federal, state and local environmental protection laws during
fiscal 1995 had no material effect on the Company's capital expenditures,
earnings, or competitive position. The Company also does not anticipate a
material effect in 1996.
Employees
- ---------
As of October 29, 1995, Nordson had approximately 3,470 employees, including
all full-time and part-time employees.
6
<PAGE> 7
Item 2. Properties.
- ------ ----------
The following table summarizes the principal properties of the Company.
<TABLE>
<CAPTION>
Description Approximate
Location of Property Square Feet
- -------- ----------- -----------
<S> <C> <C>
Amherst, Ohio A manufacturing, laboratory 585,000
and office complex located
on 52 acres of land
Westlake, Ohio An office and laboratory 68,000
building located on 25 acres
of land
Elyria, Ohio A manufacturing and warehouse 20,000
building
Norcross, Georgia A manufacturing, laboratory 150,000
and office building located
on 10 acres of land
A manufacturing and office 27,000
building (leased)
Duluth, Georgia An office and laboratory 108,000
building (leased)
Branford, A manufacturing and office 47,000
Connecticut building (leased)
Sand City, A manufacturing, laboratory 35,000
California and office building (leased)
Luneburg, A manufacturing, laboratory 130,000
Germany and office complex
Erkrath, An office, laboratory and 63,000
Germany warehouse building (leased)
St. Thibault Des An office building (leased) 45,000
Vignes, France
Milano, Italy An office, laboratory and 44,000
warehouse building (leased)
</TABLE>
7
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<TABLE>
<CAPTION>
Description Approximate
Location of Property Square Feet
- -------- ----------- -----------
<S> <C> <C>
Tokyo, Japan An office, laboratory and 34,000
warehouse building (leased)
Albertslund, An office and warehouse 18,000
Denmark building
Stenungsund, A manufacturing and office 15,000
Sweden building
Udenhout, The A manufacturing and office 9,000
Netherlands building
</TABLE>
Several of these properties are pledged as security for
industrial revenue bonds and mortgage notes payable.
Other properties at international subsidiary locations and at
branch locations within the United States are leased. Lease terms do not
exceed twenty-five years and generally contain a provision for cancellation
with some penalty at an earlier date.
In addition, the Company leases equipment under various
operating and capitalized leases. Information about leases is reported in Note
7 of Notes to Consolidated Financial Statements on page 29 of the 1995 Annual
Report, incorporated herein by reference thereto.
Item 3. Legal Proceedings.
- ------ -----------------
The Company is involved in legal proceedings incidental to its
business, none of which is material to the results of operations in the opinion
of management.
Item 4. Submission of Matters to a Vote of Security Holders.
- ------ ---------------------------------------------------
None.
8
<PAGE> 9
Executive Officers of the Company.
- ---------------------------------
The executive officers of the Company as of December 31, 1995 were as
follows:
<TABLE>
<CAPTION>
Served Position or Office With
As The Company and Business
Officer Experience During the Past
Name Since Five (5) Year Period
- ----------------------- ------- -------------------------------
<S> <C> <C>
Eric T. Nord 1954 Chairman of the Board, 1973.
Age, 78
William P. Madar 1986 President and Chief Executive
Age, 56 Officer, 1986.
Edward P. Campbell 1988 Executive Vice President & Chief
Age, 46 Operating Officer, 1994.
Vice President, 1988.
John E. Jackson 1986 Senior Vice President, 1994.
Age, 50 Vice President-Operations, 1986.
Christian C. Bernadotte 1994 Vice President, 1994.
Age, 46 General Manager-Packaging and
Product Assembly, 1986.
Drexel R. Bunch 1986 Vice President, Manufacturing, 1986.
Age, 51
Raymond L. Cushing 1995 Treasurer, 1995.
Age, 41 Assistant Treasurer, 1990.
Bruce H. Fields 1992 Vice President, Human Resources, 1992.
Age, 44 Director, Human Resources, 1989.
William D. Ginn 1966 Secretary, 1966.
Age, 72
Michael Groos 1995 Vice President, 1995.
Age, 44 General Manager, Central Region,
European Division, 1990.
Dr. Richard G. Klein 1986 Vice President, Corporate Research
Age, 53 & Technology, 1986.
</TABLE>
9
<PAGE> 10
<TABLE>
<CAPTION>
Served Position or Office With
As The Company and Business
Officer Experience During the Past
Name Since Five (5) Year Period
- ----------------------- ------- -------------------------------
<S> <C> <C>
Donald J. McLane 1986 Vice President, 1986.
Age, 52
Yoshihiko Miyahara 1989 Vice President, 1989.
Age, 58
Thomas L. Moorhead 1981 Vice President, Law and Assistant
Age, 59 Secretary, 1981.
Nicholas D. Pellecchia 1986 Vice President, Finance and
Age, 50 Controller, 1986.
Robert E. Thayer 1978 Vice President, 1978.
Age, 64
</TABLE>
Messrs. Eric T. Nord and Evan W. Nord (director and retired
officer) are brothers. No other directors and officers are related.
10
<PAGE> 11
PART II
Item 5. Market for the Company's Common Equity and Related Stockholder
- ------ --------------------------------------------------------------
Matters.
-------
Market Information and Dividends.
- --------------------------------
The Company's common shares are listed on the NASDAQ National
Market System. The information appearing under the captions "Dividend
Information and Price Range per Common Shares" and "Stock Listing Information"
on page 40 of the 1995 Annual Report is incorporated herein by reference
thereto.
Holders.
- -------
The approximate number of holders of record of each class of
equity securities of the Company as of December 31, 1995 was as follows:
<TABLE>
<S> <C>
Number of
Title of Class Record Holders
-------------- --------------
Common shares with no 2,984
par value
</TABLE>
Item 6. Selected Financial Data.
- ------ -----------------------
The Company incorporates herein by reference the information
as to each of the Company's last five fiscal years appearing under the caption
"Eleven-Year Summary" on pages 36 and 37 of the 1995 Annual Report.
Item 7. Management's Discussion and Analysis of Financial Condition and
- ------ ---------------------------------------------------------------
Results of Operations.
---------------------
The Company incorporates herein by reference the information
appearing under the caption "Management's Discussion and Analysis" on pages 18
through 20 of the 1995 Annual Report.
Item 8. Financial Statements and Supplementary Data.
- ------ -------------------------------------------
The information required by this item appears on pages 21
through 35 of the 1995 Annual Report, incorporated herein by reference
thereto.
Item 9. Changes In and Disagreements With Accountants on Accounting
- ------ -----------------------------------------------------------
and Financial Disclosure.
------------------------
None.
11
<PAGE> 12
PART III
--------
Item 10. Directors and Executive Officers of the Company.
- ------- -----------------------------------------------
The Company incorporates herein by reference the information
appearing under the caption "Election of Directors" on pages 1 through 3 of the
Company's definitive Proxy Statement to be filed with the Securities and
Exchange Commission by January 31, 1996.
Executive officers of the Company serve for a term of one year
from date of election to the next organizational meeting of the Board of
Directors and until their respective successors are elected and qualified,
except in the case of death, resignation or removal. Information concerning
executive officers of the Company is contained in Part I of this report under
the caption "Executive Officers of the Company."
Item 11. Executive Compensation.
- ------- ----------------------
The Company incorporates herein by reference the information
appearing under the caption "Compensation of Directors" located on page 5, and
information pertaining to compensation of officers located on pages 8 through
19 of the Company's definitive Proxy Statement to be filed with the Securities
and Exchange Commission by January 31, 1996.
Item 12. Security Ownership of Certain Beneficial Owners and
- ------- ---------------------------------------------------
Management.
----------
The Company incorporates herein by reference the information
appearing under the caption "Ownership of Nordson Common Shares" on pages 6
through 8 of the Company's definitive Proxy Statement to be filed with the
Securities and Exchange Commission by January 31, 1996.
Item 13. Certain Relationships and Related Transactions.
- ------- ----------------------------------------------
William D. Ginn, a director and Secretary of the Company, is
Of Counsel to Thompson Hine & Flory P.L.L., a law firm which has in the past
provided and continues to provide legal services to the Company.
12
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PART IV
-------
Item 14. Exhibits, Financial Statement Schedules and Reports on
- ------- ------------------------------------------------------
Form 8-K.
--------
(a)(1). Financial Statements.
--------------------
The financial statements listed in the accompanying index to
financial statements are filed as part of this Annual Report on Form 10-K.
(a)(2) and (d). Financial Statement Schedules.
-----------------------------
No consolidated financial statement schedules are presented
because the schedules are not required, because the required information is not
present or not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the financial
statements, including the notes thereto.
(a)(3) and (c). Exhibits.
--------
The exhibits listed on the accompanying index to exhibits are
filed as part of this Annual Report on Form 10-K.
(b). Reports on Form 8-K.
-------------------
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
NORDSON CORPORATION
Date: January 26, 1996 By: /s/ Nicholas D. Pellecchia
-----------------------------------
Nicholas D. Pellecchia
Vice President, Finance
and Controller
13
<PAGE> 14
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
<TABLE>
<S> <C>
/s/ Eric T. Nord January 26, 1996
- -----------------------------
Eric T. Nord
Director and Chairman of the Board
/s/ William P. Madar January 26, 1996
- ----------------------------
William P. Madar
Director, President and Chief Executive Officer
(Principal Executive Officer)
/s/ Nicholas D. Pellecchia January 26, 1996
- ----------------------------
Nicholas D. Pellecchia
Vice President-Finance and Controller
(Principal Accounting Officer and
Principal Financial Officer)
/s/ William D. Ginn January 26, 1996
- ----------------------------
William D. Ginn
Director and Secretary
/s/ Dr. Glenn R. Brown January 26, 1996
- ----------------------------
Dr. Glenn R. Brown
Director
/s/ William W. Colville January 26, 1996
- ----------------------------
William W. Colville
Director
/s/ Stephen R. Hardis January 26, 1996
- ----------------------------
Stephen R. Hardis
Director
/s/ Evan W. Nord January 26, 1996
- ----------------------------
Evan W. Nord
Director
/s/ William L. Robinson January 26, 1996
- ------------------------
William L. Robinson
Director
</TABLE>
14
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NORDSON CORPORATION
ANNUAL REPORT ON FORM 10-K
ITEM 14(a)(1) and (3), and (c)
INDEX TO FINANCIAL STATEMENTS
INDEX TO EXHIBITS
CERTAIN EXHIBITS
FISCAL YEAR ENDED OCTOBER 29, 1995
15
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NORDSON CORPORATION
INDEX TO FINANCIAL STATEMENTS
(Item 14(a)(1))
<TABLE>
<CAPTION>
Page Reference
--------------
<S> <C>
Data incorporated by reference from
the 1995 Annual Report:
Consolidated statement of income for
the years ended October 29, 1995,
October 30, 1994 and October 31, 1993 21
Consolidated balance sheet as of
October 29, 1995 and October 30, 1994 22
Consolidated statement of cash flows
for the years ended October 29, 1995,
October 30, 1994 and October 31, 1993 23
Consolidated statement of shareholders'
equity for the years ended October 29,
1995, October 30, 1994 and October 31,
1993 24
Notes to consolidated financial statements 25-35
Report of independent auditors 35
</TABLE>
The consolidated financial statements of the Registrant listed
in the preceding index, which are included in the 1995 Annual Report, are
incorporated herein by reference. With the exception of the pages listed in
the above index and information incorporated by reference elsewhere herein, the
1995 Annual Report is not to be deemed filed as part of this report.
16
<PAGE> 17
NORDSON CORPORATION
INDEX TO EXHIBITS
(Item 14(a)(3))
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
(3) Articles of Incorporation and By-Laws
3-a 1989 Amended Articles of Incorporation
(incorporated herein by reference to Exhibit
3-a to Registrant's Annual Report on Form 10-K
for the year ended October 30, 1994)
3-b Amendment to 1984 Regulations, adopted
February 22, 1989, and 1984 Amended
Regulations, as amended (incorporated herein
by reference to Exhibit 3-b to Registrant's
Annual Report on Form 10-K for the year
ended October 30, 1994)
(4) Instruments Defining the Rights of Security
Holders, including indentures
4-a Instruments related to Industrial Revenue Bonds
(These instruments are not being filed as
exhibits to this Annual Report on Form 10-K.
The Registrant agrees to furnish a copy of
such instruments to the Commission upon request.)
4-b Rights Agreement between Nordson Corporation and
Ameritrust Company National Association
(incorporated herein by reference to Exhibit 4-b
to Registrant's Annual Report on Form 10-K for
the year ended October 31, 1993)
(10) Material Contracts
10-a Nordson Corporation 1995 Management Incentive
Compensation Plan (incorporated herein by
reference to Appendix A to the Registrant's
Proxy Statement filed with the Securities
and Exchange Commission January 31, 1995)*
10-a-1 Nordson Corporation 1995 Management Incentive
Compensation Plan - Exhibits 2 and 3
10-b 1979 Employees Stock Option Plan of the Registrant,
as amended October 27, 1980 (incorporated herein
by reference to Exhibit 10-b to Registrant's
Annual Report on Form 10-K for the year ended
October 30, 1994)*
</TABLE>
17
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NORDSON CORPORATION
INDEX TO EXHIBITS
(Item 14(a)(3))
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
10-b-1 Amendment to 1979 Employees Stock Option Plan of
the Registrant, adopted April 20, 1982
(incorporated herein by reference to Exhibit
10-b-1 to Registrant's Annual Report on Form 10-K
for the year ended October 30, 1994)*
10-b-2 Amendments to 1979 Employee Stock Option Plan
of the Registrant, adopted October 27, 1988
(incorporated herein by reference to Exhibit
10-c-2 to Registrant's Annual Report on
Form 10-K for the year ended October 31, 1993)*
10-c 1982 Incentive Stock Option Plan of the
Registrant, as adopted January 18, 1982
(incorporated herein by reference to Exhibit
10-c to Registrant's Annual Report on Form 10-K
for the year ended October 30, 1994)*
10-c-1 Amendment to 1982 Incentive Stock Option Plan
of the Registrant, adopted April 20, 1982
(incorporated herein by reference to Exhibit
10-c-1 to Registrant's Annual Report on Form 10-K
for the year ended October 30, 1994)*
10-c-2 Amendments to the 1982 Incentive Stock Option
Plan of the Registrant, adopted January 30, 1987
(incorporated herein by reference to Exhibit
10-e-2 to Registrant's Annual Report on Form 10-K
for the year ended November 1, 1992)*
10-c-3 Amendment to 1982 Incentive Stock Option Plan of
the Registrant, adopted October 27, 1988
(incorporated herein by reference to
Exhibit 10-d-3 to Registrant's Annual Report
on Form 10-K for the year ended October 31, 1993)*
10-d Employment Agreement between the Registrant and
William P. Madar*
10-d-1 Amendment to Employment Agreement between the
Registrant and William P. Madar (incorporated
herein by reference to Exhibit 10-e-1 to
Registrant's Annual Report on Form 10-K for
the year ended October 31, 1993)*
</TABLE>
18
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NORDSON CORPORATION
INDEX TO EXHIBITS
(Item 14(a)(3))
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
10-e Board of Directors Deferred Compensation Plan, as
amended October 27, 1988 (incorporated herein by
reference to Exhibit 10-e to Registrant's Annual
Report on Form 10-K for the year ended
October 30, 1994)*
10-f Employment Agreement between the Registrant and
John E. Jackson (incorporated herein by reference
to Exhibit 10-i to Registrant's Annual Report
on Form 10-K for the year ended November 3, 1991)*
10-g Indemnity Agreement (incorporated herein by reference
to Exhibit 10-j to Registrant's Annual Report
on Form 10-K for the year ended November 3, 1991)*
10-h Restated Nordson Corporation Excess Defined
Contribution Retirement Plan (incorporated herein
by reference to Exhibit 10-k to Registrant's
Annual Report on Form 10-K for the year ended
November 1, 1992)*
10-h-1 First Amendment to Nordson Corporation Excess
Defined Contribution Retirement Plan*
10-h-2 Amendment to Nordson Corporation Excess Defined
Contribution Retirement Plan*
10-i Nordson Corporation Excess Defined Benefit Pension
Plan (incorporated herein by reference to Exhibit
10-l to Registrant's Annual Report on Form 10-K
for the year ended November 1, 1992)*
10-i-1 First Amendment to Nordson Corporation Excess
Defined Benefit Pension Plan*
10-i-2 Second Amendment to Nordson Corporation Excess Defined
Benefit Retirement Plan*
10-j Officers' Deferred Compensation Plan (incorporated
herein by reference to Exhibit 10-m to
Registrant's Annual Report on Form 10-K for the
year ended November 1, 1992)*
10-k Employment Agreement between the Registrant and
Edward P. Campbell (incorporated herein by
reference to Exhibit 10-l to Registrant's
Annual Report on Form 10-K for the year ended
October 31, 1993)*
</TABLE>
19
<PAGE> 20
NORDSON CORPORATION
INDEX TO EXHIBITS
(Item 14(a)(3))
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
10-l 1989 Stock Option Plan, as amended
December 20, 1991 (incorporated herein by
reference to Exhibit 10-q to Registrant's
Annual Report on Form 10-K for the year ended
November 3, 1991)*
10-m 1992 Restricted Stock Plan (incorporated herein
by reference to Exhibit 10-p to Registrant's
Annual Report on Form 10-K for the year ended
November 1, 1992)*
10-n Nordson Corporation 1993 Long-Term Performance
Plan (incorporated herein by reference to
Exhibit 10-q to Registrant's Annual Report
on Form 10-K for the year ended
November 1, 1992)*
10-o 1988 Amended and Restated Stock Appreciation Rights Plan*
(11) Calculation of Earnings per Share
(13) Selected portions of the 1995 Annual Report
13-a Management's Discussion and Analysis (pages
18 through 20 of the 1995 Annual Report)
13-b Consolidated Statement of Income (page 21
of the 1995 Annual Report)
13-c Consolidated Balance Sheet (page 22 of the
1995 Annual Report)
13-d Consolidated Statement of Cash Flows (page 23
of the 1995 Annual Report)
13-e Consolidated Statement of Shareholders'
Equity (page 24 of the 1995 Annual Report)
13-f Notes to Consolidated Financial Statements
(pages 25 through 35 of the 1995 Annual
Report)
13-g Report of Independent Auditors (page 35 of
the 1995 Annual Report)
13-h Eleven-Year Summary (pages 36 and 37 of the
1995 Annual Report)
</TABLE>
20
<PAGE> 21
NORDSON CORPORATION
INDEX TO EXHIBITS
(Item 14(a)(3))
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
13-i Shareholder Information (page 40 of the 1995
Annual Report)
(21) Subsidiaries of the Registrant
(23) Consent of Independent Auditors
(27) Financial Data Schedule
(99) Additional Exhibits
99-a Form S-8 Undertakings (Nos. 33-32201, 2-82915,
33-18279, 33-20451, 33-20452, 33-18309 and
33-33481)
99-b Form S-8 Undertakings (No. 2-66776)
99-c Annual Report on Form 11-K of the Nordson
Employees' Savings Trust Plan for its fiscal
year ended December 31, 1995
99-d Annual Report on Form 11-K of the Nordson
Hourly-Rated Employees' Savings Trust Plan
for its fiscal year ended December 31, 1995
<FN>
*Indicates management contract or compensatory plan, contract
or arrangement in which one or more directors and/or
executive officers of Nordson Corporation may be
participants.
</TABLE>
21
<PAGE> 1
Exhibit 10-a-1
NORDSON CORPORATION
1995 MANAGEMENT INCENTIVE COMPENSATION PLAN
-------------------------------------------
EXHIBITS 2 AND 3
<PAGE> 2
Exhibit 10-a-1
EXHIBIT 2
NORDSON CORPORATION
TARGET INCENTIVE AWARDS
FY 1996 PLAN YEAR
-----------------
<TABLE>
<CAPTION>
Target
Position Title Incumbent Award Amount
- ------------------------ --------------- ------------
<S> <C> <C>
President and
Chief Executive Officer W. P. Madar $ 524,000
Executive Vice President
& Chief Operating Officer E.P. Campbell 260,000
Sr. Vice President J. E. Jackson 162,500
Vice President R. E. Thayer 137,800
President -
Pacific South Division D. J. McLane 131,300
Vice President C.C. Bernadotte 123,500
Vice President - Finance
& Controller N. D. Pellecchia 93,500
Vice President - Law
and Assistant Secretary T. L. Moorhead 85,250
Vice President -
Manufacturing D. R. Bunch 83,600
Vice President - Corporate
Research and Technology R. G. Klein 83,600
Vice President -
Human Resources B. H. Fields 83,600
President - Nordson K.K. Y. Miyahara 82,180*
Vice President M. Groos 81,945**
-----------
Aggregate Target Award: $1,932,775
==========
<FN>
*Represents Yen 8,500,000 converted at the December 31, 1995 exchange rate of
103.43 Yen to the U.S. $1.00
**Represents DM 118,000 converted at the December 31, 1995 exchange rate of
1.44 Deutsche marks to the U.S. $1.00
</TABLE>
<PAGE> 3
Exhibit 10-a-1
EXHIBIT 3
NORDSON CORPORATION
1995 MANAGEMENT INCENTIVE COMPENSATION PLAN
FISCAL 1996 PERFORMANCE COMPONENTS
----------------------------------
================================================================================
I. RETURN ON AVERAGE II. PROFITABILITY -
INVESTED CAPITAL: EPS GROWTH:
70% of Target Award 30% of Target Award
- --------------------------------------------------------------------------------
CORPORATE
GOAL 16% Per Year Increase 15% Per Year
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAYOUT
TABLE % of Component Earnings % of Component
ROAIC Of Target Award Per Share of Target Award
----- --------------- --------- ---------------
<S> <C> <C> <C>
8% 0% *X=$2.84 0%
12% 50% 1.075X=$3.05 50%
16% 100% 1.150X=$3.27 100%
20%+ 150% 1.300X=$3.69+ 150%
<FN>
*X=Earnings Per Share for the previous plan year.
</TABLE>
================================================================================
<PAGE> 1
EXHIBIT 10-d
EMPLOYMENT AGREEMENT
--------------------
Nordson Corporation, an Ohio corporation (the "Company"), and William P.
Madar (the "Executive") agree as follows:
PART I
PRELIMINARY RECITALS AND AGREEMENTS
-----------------------------------
1. EMPLOYMENT AND DUTIES. The Company agrees to employ the Executive,
and the Executive agrees to serve the Company, as the Company's President and
Chief Executive Officer. The Executive shall devote his full business time and
efforts to the performance of duties assigned to him by the Board of Directors
of the Company (the "Board") that are normally incident to the office of Chief
Executive.
2. DURATION OF EMPLOYMENT. The Executive's employment shall begin
February 15, 1986, and unless otherwise terminated shall continue through the
full Initial Period hereof and any Subsequent Period. Although it is the
present intention of the Company and the Executive that the Executive's
employment shall continue at least through the Initial Period, either party may
terminate his employment prior to the end of the Initial Period or any
Subsequent Period by giving sixty (60) days' prior written notice to the other.
In addition, either party may give notice of nonrenewal for any Subsequent
Period as provided in Section 4 below.
<PAGE> 2
3. DURATION OF AGREEMENTS WITH RESPECT TO COMPENSATION. Except as
expressly modified below, the Company's obligations under Part II hereof shall
continue in full force and effect through the Initial Period hereof and through
any Subsequent Period.
4. "INITIAL PERIOD;" "SUBSEQUENT PERIOD." The Initial Period of this
Agreement shall begin February 15, 1986, and shall continue through February
15, 1991. Each February 15th during the Initial Period and any Subsequent
Period, defined below, is herein referred to as an "Anniversary Date." The
Agreement shall be extended automatically as of the Anniversary Date of each
year beginning in 1991 for additional one year periods ("Subsequent
Periods"), with such modified terms hereof as may be mutually agreeable to the
Executive and the Board, until and unless during the last year of the Initial
Period or during any such Subsequent Period either party shall have given
written notice to the other party not less than six months prior to the next
succeeding Anniversary Date of its or his intention not to renew the Agreement
on such Anniversary Date.
PART II
AGREEMENTS WITH RESPECT TO
--------------------------
EXECUTIVE'S COMPENSATION
------------------------
5. Cash Compensation.
-----------------
(a) During the Initial Period and each Subsequent Period, the
Executive's base salary shall be ad-
<PAGE> 3
justed annually as of the beginning of each fiscal year of the Company ("Fiscal
Year"). The initial base salary effective during the Fiscal Year ending
November 2, 1986, shall be at an annual rate of three hundred sixty thousand
dollars ($360,000.00). Thereafter, the base salary shall be reviewed by the
Compensation Committee of the Board (the "Compensation Committee") and shall be
determined by the Board upon consideration of the recommendation of the Com-
pensation Committee; provided, however, that such base salary for any Fiscal
Year shall not be less than the base salary of the prior Fiscal Year and shall
be increased as of the commencement of each Fiscal Year by at least as much as
the greater of (i) the percentage increase, if any, during the twelve month
period ending on the immediately preceding June 30 in the index number
entered in the "All Items" column of the table entitled "Consumer Price Index
for All Urban Consumers, U.S. City Average" published in the MONTHLY LABOR
REVIEW of the Bureau of Labor Statistics of the United States Department of
Labor and (ii) the percentage increase, if any, during the same period in
compensation payable to chief executive officers occupying similar positions,
as determined by Hay Management Consultants or such other consultant as may
be agreed upon by the Executive and the Compensation Committee. The
alternative in clause (ii) of the preceding sentence shall apply only if the
Executive and the Compensation Committee shall, no
<PAGE> 4
less than sixty (60) days prior to the commencement of such Fiscal Year, have
agreed upon both the consultant to determine such percentage increase and the
definition of "compensation payable to chief executive officers occupying
similar positions" to be used by the consultant in making the determination.
(b) The Company also agrees that the Executive shall be selected as a
participant in, and receive incentive compensation according to the terms of,
the Company's Management Incentive Compensation Plan during each year of the
Initial Period and any Subsequent Period for so long as the Company continues
such Plan. The Company currently expects to continue such Plan from year to
year and agrees that if such Plan, is not continued for any year during the
term of this Agreement the Board shall nevertheless award the Executive a
bonus for such year as though the Plan in effect on February 15, 1986 were
still in effect.
6. Restricted Stock.
----------------
(a) The Company shall grant to the Executive 10,000 Common Shares with
a par value of $1 each of the Company (the "Common Shares") on February 15,
1986, and on each Anniversary Date during the Initial Period and each
Subsequent Period. Except as contemplated by subsections (b) and (c) below,
the Common Shares granted under this Section 6 (the "Restricted Stock") may not
be
<PAGE> 5
sold, transferred, pledged, assigned or otherwise alienated or hypothecated,
otherwise than by will or the laws of descent and distribution, for the
following periods, based upon the year in which the Restricted Stock is
granted:
(i) Restricted Stock granted in 1986 and 1987 shall be restricted for
three years from the date of grant. The restrictions on thirty percent (30%)
of the shares granted in each such year shall lapse on the day prior to the
first Anniversary Date after the date of grant, the restrictions on thirty
percent (30%) of such shares shall lapse on the day prior to the second
Anniversary Date after the date of grant, and the restrictions on forty (40%)
of such shares shall lapse on the day prior to the third Anniversary Date
after the date of grant.
(ii) Restricted Stock granted in 1988 shall be restricted for three
years from the date of grant. The restrictions on forty percent (40%) of the
shares granted in 1988 shall lapse on the day prior to the first Anniversary
Date after the date of grant, the restrictions on forty percent (40%) of such
shares shall lapse on the day prior to the second Anniversary Date after the
date of grant, and the restrictions on
<PAGE> 6
twenty percent (20%) of such shares shall lapse on the day prior to the third
Anniversary Date after the date of grant.
(iii) Restricted Stock granted in 1989 and each subsequent year shall be
restricted for two years from the date of grant. The restrictions on fifty
percent (50%) of the shares granted in each such year shall lapse on the day
prior to the first Anniversary Date after the date of grant, and the
restrictions on fifty percent (50%) of such shares shall lapse on the day prior
to the second Anniversary Date after the date of grant.
In addition, Restricted Stock may not be sold or transferred by the Executive
otherwise than in compliance with federal law, the Ohio Securities Act, as
amended from time to time, or any other applicable state securities laws. Each
certificate representing Restricted Stock granted hereunder shall bear legends
referring to the restrictions in accordance with Ohio law.
(b) In the event of a merger, consolidation or
acquisition in which the Company is not the surviving corporation, or a
tender or exchange offer for at least a majority of the outstanding Common
Shares, all restrictions on shares of Restricted Stock theretofore
<PAGE> 7
granted to the Executive shall lapse prior to the effective date of such
merger, consolidation or acquisition or consummation of such tender or
exchange offer.
(c) In the event of any change in the outstanding Common Shares by
reason of a stock dividend, stock split, recapitalization, merger,
consolidation, combination or exchange of shares or other similar change, the
aggregate number of shares of Restricted Stock to be issued hereunder shall be
appropriately adjusted.
(d) The Executive agrees that he will not elect under Section 83(b) of
the Internal Revenue Code of 1954, as amended (the "Code"), or any similar
provisions of the Code, to include the tax basis of any Restricted Stock in his
gross income for any year prior to the year in which inclusion of such tax
basis is required by the Code. The Company shall pay to the Executive on or
before the date such Executive's federal income tax payment is due with respect
to Restricted Stock on which restrictions have previously lapsed, a cash bonus
(a "gross-up bonus") intended to pay such federal income taxes. Such
gross-up bonus shall be equal to a percentage of the tax basis of the shares of
Restricted Stock on which the restrictions have lapsed during the year for
which the Executive's taxes are then due. Such percentage shall be equal to a
fraction, the numerator of which shall be the product of the
<PAGE> 8
Executive's marginal federal income tax rate for the year in which the
restrictions lapsed multiplied by the sum of the tax basis of the Restricted
Stock on which such restrictions have lapsed plus the amount of the gross-up
bonus, and the denominator of which is the tax basis of such Restricted Stock.
The parties recognize that the Executive's marginal tax rate may vary from year
to year and that the gross-up bonus shall vary accordingly. The Executive
shall promptly advise the Company if the gross-up bonus needs to be adjusted as
a result of audit or otherwise, and the Executive and the Company agree to
make such adjustments as are required.
7. Stock Options; Stock Purchase Plan.
----------------------------------
(a) On February 15, 1986, and on each Anniversary Date
during the Initial Period and each Subsequent Period, the Company shall grant
to the Executive options to purchase a number of Common Shares computed as set
forth in the next succeeding sentence. On the date of grant, the aggregate
fair market value of the Common Shares subject to the options granted shall be
equal to the sum of the Executive's base salary under Section 5(a) plus his
incentive bonus under Section 5(b) for the prior Fiscal Year; provided that the
Common Shares subject to options granted on February 15, 1986 shall have an
aggregate fair market value on such date equal to $432,000.00, and the
aggregate fair market value on the date of grant of the
<PAGE> 9
Common Shares subject to options granted in 1987 will be equal to the sum of
$360,000.00 plus the amount the Executive would have received as an incentive
bonus under Section 5(b) for the 1986 Fiscal Year had he been employed for a
full year. The stock options granted hereunder shall be incentive stock
options within the meaning of Section 422A of the Code to the maximum extent
allowed. The balance of such options shall be nonqualified stock options.
(b) The Executive shall also be entitled to participate in the Nordson
Corporation Employee Stock Purchase Plan (the "Stock Purchase Plan").
8. BENEFITS AND PERQUISITES. The Executive shall be entitled to benefits
and perquisites generally provided by the Company to its executive officers and
such benefits and perquisites as are recommended by the Compensation
Committee and approved by the Board. Such benefits shall include, but not be
limited to, life insurance, short-term and long-term disability insurance,
comprehensive medical coverage for the Executive, his spouse and any depend-
ent children ("medical coverage"), financial counseling and tax preparation, an
executive automobile or its equivalent, first-class travel as the Executive
deems advisable, an allowance for travel by his spouse as deemed advantageous
by the Executive to promote the Company's interests, membership in business
oriented clubs, including the Pepper
<PAGE> 10
Pike Club and the Union Club, and at least five weeks of paid vacation per
year. For purposes of benefits administration, the Executive shall be deemed
to have been employed by the Company for twenty years at the date of
commencement of his employment, except as otherwise provided herein.
9. Supplemental Retirement Benefits.
--------------------------------
(a) Pension Benefit.
1. COMPUTATION. Upon termination of the Executive's employment
with the Company, the Executive shall be eligible to receive an annual
straight-life supplemental pension benefit equal to a percentage of his
Highest Consecutive 36-Month Average Annual Compensation reduced by:
(i) The sum of:
(A) the annual straight-life normal retirement benefits to which
the Executive is eligible under the qualified defined benefit pension plan and
any supplemental defined benefit pension retirement plan of The Standard Oil
Company which are attributable to employer contributions;
(B) the annual straight-life normal retirement benefit to which the
Executive becomes eligible under any nonqualified defined benefit program of
the Company which is attributable to contributions by the Company;
<PAGE> 11
(C) the annual straight-life normal retirement pension benefit to
which the Executive becomes eligible under any tax-qualified defined benefit
pension plan of the Company which is attributable to contributions of the
Company; and
(D) fifty percent (50%) of the Executive's Primary Social Security
Amount, as defined under the Nordson Corporation Salaried Employees Pension
Plan (the "Nordson Pension Plan"); and
(ii) .4166 percent for each month that commencement of his supplemental
pension benefit occurs prior to age 60.
The percentage referred to in the preceding sentence shall be equal to the
lesser of (i) fifty six percent (56%) and (ii) the product of one and
six-tenths percent (1.6%) multiplied by a fraction, the numerator of which is
the sum of two hundred forty eight (248) plus the number of months of the
Executive's benefit service under the Nordson Pension Plan and the denominator
of which is twelve (12).
2. METHOD OF PAYMENT. The supplemental pension benefit computed
under paragraph 1 above shall be payable to the Executive in (i) a lump sum
form computed utilizing the interest rate and deferred rates for lump sum
benefit purposes under the Nordson Pension Plan or (ii) any optional method of
payment available to a participant in the Nordson Pension Plan computed
utilizing the same fac-
<PAGE> 12
tors applicable thereto, as the Executive shall elect in writing.
3. THE HIGHEST CONSECUTIVE 36-MONTH AVERAGE ANNUAL COMPENSATION. For
purposes of the computation in paragraph 1 above, the Highest Consecutive
36-Month Average Annual Compensation shall mean one-third of the aggregate
amount of the Executive's base salary under Section 5(a) and incentive
bonuses under Section 5(b) with respect to the thirty six (36) consecutive
calendar months which produce a higher average than any other such thirty six
(36) consecutive calendar months; for this purpose, one-twelfth of the
Executive's incentive bonus for each Fiscal Year shall be allocated to each
month of the Fiscal Year for which the incentive bonus is awarded, and the
Executive's base salary and incentive bonuses shall include any portion
thereof that is deferred pursuant to any deferred compensation program
sponsored by the Company. Notwithstanding the foregoing, if the Executive's
months of employment with the Company are fewer than thirty six (36), such
term shall mean the annual average of the aggregate amount of such base salary
and incentive bonuses for his entire employment period.
(b) RETIREMENT BENEFITS. Upon the termination of Executive's
employment with the Company, the Executive will receive a supplemental
retirement benefit, payable in a lump sum, equal to any amount forfeited by him
solely
<PAGE> 13
by reason of the termination of his employment prior to the vesting in full of
his benefits under the Nordson Corporation Salaried Employees' Retirement
Plan and the Nordson Corporation Excess Defined Contribution Retirement Plan,
or any subsequent plan adopted by the Company that furnishes comparable
benefits to participants.
PART III
EFFECTS OF DEATH, DISABILITY,
RESIGNATION OR TERMINATION
--------------------------
10. EFFECTS OF DEATH OR DISABILITY. If the Executive is continuously
incapacitated for a period of six months so that he cannot perform his duties
hereunder on a full-time basis, then either the Company or the Executive may
give written notice to the other terminating the Executive's employment
effective thirty (30) days thereafter (the "Disability Termination Date"). If
the Executive dies prior to the termination of his employment or notice of
termination for disability is given as provided above, the Company's
obligations under Part II hereof shall terminate as of the Executive's death or
the Disability Termination Date except as follows:
(a) CASH COMPENSATION. The Executive or his estate shall continue to
receive his base salary in accordance with Section 5(a) for a period of two
years following his death or the Disability Termination Date.
<PAGE> 14
(b) RESTRICTED STOCK. The Company shall be under no obligation to
grant additional Restricted Stock pursuant to Section 6, but any restrictions
then in effect shall immediately lapse with respect to all Restricted Stock
previously granted.
(c) STOCK OPTIONS; STOCK PURCHASE PLAN. The Company shall be under
no obligation to grant further options pursuant to Section 7, and the
Executive's participation in the Stock Purchase Plan shall terminate as
therein provided. The Executive or his estate may exercise options then held
by him in accordance with the terms of such options.
(d) INSURANCE AND PENSION BENEFITS. The Company shall continue to
provide medical coverage for so long as the Executive, his spouse or any
dependent child is living and to provide group life insurance coverage to the
Executive for so long as he is living. The Company's obligations under Section
9 shall remain in full force and effect. Any benefit payable under Section 9
shall be payable to the Executive or, in the event of his death, to his
designated beneficiary. In the event of the Executive's death prior to the
termination of his employment, the Company shall, in satisfaction of its
obligations under Section 9(a), provide a monthly survivor benefit to the
Executive's surviving spouse which is equal to one-half of the actuarial
equivalent of the supplemental pension
<PAGE> 15
benefit computed under Section 9(a) as of the date of the Executive's death,
but without any reduction for early commencement under subparagraph l(ii) of
Section 9(a), and payable immediately in a fifty percent (50%) joint and
survivor form computed using the factors utilized under the Nordson Pension
Plan; provided, however, that if the Executive dies prior to age 55 he will be
deemed nevertheless to have attained age 55 on the date of his death. In the
event of the Executive's disability, the Executive shall be deemed to continue
in the employ of the Company and shall accrue months of benefit service for
purposes of the supplemental pension benefit computed under Section 9(a) until
the earlier of (i) attainment of age 65 and (ii) the age on which the Executive
elects to receive his supplemental pension benefit. Moreover, for purposes
of determining his Highest Consecutive 36-Month Average Annual Compensation
under paragraph 3 of Section 9(a), the Executive shall be deemed to have
continued receiving the compensation he received during the Fiscal Year prior
to his disability. If the Executive is terminated by reason of disability, any
benefits paid pursuant to Section 9(a) shall be reduced by the amount of
disability benefits received by the Executive through the Company or the
Social Security Administration.
11. EFFECTS OF TERMINATION BY THE COMPANY. If the Company terminates the
Executive's employment, other
<PAGE> 16
than pursuant to Section 13 hereof, its obligations under Part II hereof shall
terminate, except as provided below. A termination by the Company shall be
considered as having occurred not only if notice is given by the Company under
Section 2, but also if it gives notice of its intention not to renew for a
Subsequent Period under Section 4.
(a) CASH COMPENSATION. The Executive shall continue to receive his
base salary in accordance with Section 5(a) plus an additional amount equal to
20% of his base salary until the later of the end of (i) the Initial Period
or (ii) one year from date of termination of employment.
(b) RESTRICTED STOCK. The Company shall be under no obligation to
grant additional Restricted Stock pursuant to Section 6, but any existing
restrictions then in effect shall immediately lapse with respect to all
Restricted Stock previously granted.
(c) STOCK OPTIONS; STOCK PURCHASE PLAN. The Company shall be under
no obligation to grant further options pursuant to Section 7, and the
Executive's participation in the Stock Purchase Plan shall terminate as
therein provided. The Executive may exercise options then held by him in
accordance with the terms of such options.
(d) INSURANCE AND PENSION BENEFITS. The Company shall continue to
provide medical coverage and group life insurance to the Executive only so long
as the
<PAGE> 17
Executive, his spouse or any dependent child is living and the Executive is not
receiving medical coverage or group life insurance, as the case may be, through
other employment. The Company's obligations under Section 9 shall remain in
full force and effect. For purposes of Section 9, if the Executive elects to
retire on or after the date of termination and has not attained age 56, he
shall be deemed to have attained age 56 for purposes of computing the reduction
in the supplemental pension benefit under subparagraph l(ii) of Section 9(a).
If at such time he does not have at least sixty (60) months of benefit service
under the Nordson Pension Plan, he shall be deemed to have sixty (60) months of
such benefit service for purposes of computing the percentage referred to in
Section 9(a).
12. EFFECTS OF RESIGNATION OR RETIREMENT BY THE EXECUTIVE. If the
Executive's employment is terminated by reason of his resignation or
retirement, the Company's obligations under Part II hereof shall terminate,
except as provided below. A resignation by the Executive shall be deemed to
have occurred not only if he gives notice under Section 2, but also if he gives
notice of his intention not to renew for a Subsequent Period under Section 4.
(a) CASH COMPENSATION. The Executive shall continue to receive his
base salary in accordance with Section 5(a) for a period of one year following
the termination of his employment.
<PAGE> 18
(b) RESTRICTED STOCK. The Company shall be under no obligation to
grant additional Restricted Stock, and any shares of Restricted Stock on which
the restrictions have not lapsed prior to the termination of his employment
will be forfeited and returned to the Company.
(c) STOCK OPTIONS; STOCK PURCHASE PLAN. The Company shall be under
no obligation to grant further options pursuant to Section 7, and the
Executive's participation in the Stock Purchase Plan shall terminate as
therein provided. The Executive may exercise options then held by him in
accordance with the terms of such options.
(d) INSURANCE AND PENSION BENEFITS. The Company's obligations under
Section 9 shall remain in full force and effect. The Company shall continue to
provide medical coverage for one year after the termination of his employment
except for any period during which the Executive is receiving medical coverage
through other employment; provided, however, that if the Executive has
attained age 56 at or prior to the termination of his employment, the Company
shall continue to provide medical coverage for so long as the Executive, his
spouse or any dependent child is living and the Executive is not receiving
medical coverage through other employment.
13. EFFECTS OF TERMINATION BY THE COMPANY FOR CAUSE. Notwithstanding
anything to the contrary herein, in the event that the Executive's employment
is termi-
<PAGE> 19
nated by the Company for the reason that the Executive is convicted of a felony
involving the Company or its property (other than a felony committed by the
Executive in good faith and in a manner he reasonably believes to be in the
best interests of the Company), all of the Executive's rights to compensation
and benefits, including supplemental retirement benefits provided in Section 9,
shall terminate, and shares of Restricted Stock on which the restrictions have
not lapsed shall be forefeited and returned to the Company.
PART IV
MISCELLANEOUS
14. TRADE SECRETS; CONFIDENTIAL AND PROPRIETARY INFORMATION. The
Executive shall not at any time or in any manner, either directly or
indirectly, divulge, disclose or communicate to any person, firm or corporation
in any manner whatsoever any information concerning any matters affecting or
relating to the business of the Company, except as directed by the Company,
including without limiting the generality of the foregoing, any of its cus-
tomers, its prices or proceeds from sales, its products or any other
information concerning the business of the Company, its manner of operation,
its plans, processes, or other data, without regard to whether all of the
foregoing matters will be deemed confidential, material, or impor-
<PAGE> 20
tant; the parties hereto stipulating that as between them the same are
important, material and confidential and affect the effective and successful
conduct of the Company's business. This Section 14 shall remain in full
force and effect after termination of this Agreement for any reason.
15. COVENANT NOT TO COMPETE. The Executive agrees that during the term
of this Agreement and for a period of five years thereafter he will not,
without the Company's prior written consent, directly or indirectly engage in,
make any investment in or have any interest in any business in competition with
the business of the Company; and he will not advise, assist or render
services either directly or indirectly to any person, firm or corporation
other than the Company with reference to any business in competition with
business engaged in by the Company during the Executive's employment by the
Company. For purposes of this Section 15, a business in competition with the
Company shall mean any business engaged in the manufacture, processing,
purchase or distribution of products of the Company at the time of the
Executive's termination.
16. SUCCESSORS; BINDING AGREEMENT. (a) The Company shall require any
successor (whether direct or indirect, by purchase, merger, consolidation, or
otherwise) to all or substantially all of
<PAGE> 21
the business and/or assets of the Company, by agreement in form and substance
satisfactory to Executive, to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place.
(b) This Agreement and all rights of Executive hereunder shall inure
to the benefit of, and be enforceable by, Executive's personal or legal
representatives, executors or administrators.
17. NOTICES. All notices, requests, demands and other communications
made or given in connection with this Agreement shall be in writing and shall
be deemed to have been duly given (a) if delivered, at the time delivered or
(b) if mailed, at the time mailed at any general or branch United States Post
Office enclosed in a registered or certified postage paid envelope addressed to
the address of the respective parties as follows:
To the Company: Nordson Corporation
P.O. Box 151
555 Jackson Street
Amherst, Ohio 44001
To the Executive: Mr. William P. Madar
2986 Kingsley Road
Shaker Heights, Ohio 44122
or to such other addresses as the party to whom notice is to be given may have
previously furnished to the other party in writing in the manner set forth
above, provided that
<PAGE> 22
notices of changes of address shall only be effective upon receipt.
18. MODIFICATIONS AND WAIVERS. No provisions of this Agreement may be
modified or discharged unless such modification or discharge is authorized by
the Board and is agreed to in writing, signed by the Executive and by another
executive officer of the Company. No waiver by either party hereto of any
breach by the other party hereto or any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.
19. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
of the parties hereto relating to the subject matter hereof and there are no
written or oral terms or representations made by either party other than those
contained herein.
20. GOVERNING LAW. The validity, interpretation, construction,
performance and enforcement of this Agreement shall be governed by the laws of
the State of Ohio.
21. INVALIDITY. The invalidity or unenforceability of any term or
terms of this Agreement shall not invalidate, make unenforceable or otherwise
affect any other term of this Agreement which shall remain in full force and
effect.
<PAGE> 23
22. HEADINGS. The headings contained herein are for reference purposes
only and shall not in any way affect the meaning or interpretation of this
Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement in
Cleveland, Ohio, on January 30, 1986.
ATTEST: NORDSON CORPORATION
/s/William D. Ginn By: /s/Eric T. Nord
- ----------------------- ----------------------------
Secretary Chairman of the Board
/s/William P. Madar
----------------------------
Executive
<PAGE> 1
EXHIBIT 10-h-1
FIRST AMENDMENT
TO
NORDSON CORPORATION
EXCESS DEFINED CONTRIBUTION RETIREMENT PLAN
(November 1, 1987 Restatement)
The Nordson Corporation Excess Defined Contribution Retirement Plan
(hereinafter referred to as the "Plan"), as originally established for the
benefit of certain designated salaried employees effective as of November 1,
1985, and amended and restated in its entirety effective as of November 1,
1987, is hereby amended further, effective as January 1, 1988, to provide as
follows:
1. Section 1.1 of the Plan is amended by the addition of a new paragraph
(f) at the end thereof to provide as follows:
(f) The term "Non-Union ESOP" shall mean the Nordson Corporation Non-Union
Employees Stock Ownership Plan and Trust in effect on the date of an
Employee's retirement, death, or other termination of employment.
2. Sections 2.1 and 2.2 of the Plan are amended to provide as follows:
2.1 ELIGIBILITY. An Employee who is a Participant in the Employees'
Savings Trust Plan or the Non-Union ESOP and whose benefits under either Plan
have been limited by Section 401(a)(17), Section 402(g)(1), or Section 415 of
the Code, including limitations on tax-deferred and employer-matching
contributions, shall be eligible for an excess retirement benefit determined
by Section 2.2. In addition, in the event that the Tax Deferred
Contributions of an eligible Employee under the Employees' Savings
<PAGE> 2
Trust Plan are limited by the provisions of Section 401(a)(17), Section 415,
or Section 402(g)(1) of the Code, such eligible Employee may elect to defer
payment of that portion of his compensation that otherwise could have been
made as Tax Deferred Contributions but for these limitations. The deferred
payment election shall be made in writing by the eligible Employee and
delivered to the Company prior to the beginning of a Plan Year. The election
shall be irrevocable until the first day of the next Plan Year.
Notwithstanding any of the foregoing, any reference in Section 2.1 and 2.2
hereunder to the limitation imposed by Section 402(g)(1) of the Code shall
automatically include any amendments to such limitation to reflect cost of
living increases.
2.2 AMOUNT. The excess retirement benefit payable to an eligible
Employee or his beneficiary shall be an amount equal to the sum of:
(i) the amount, if any, of the limited contributions an eligible Employee
elected to defer in Section 2.1, except that if such limited contributions
would be further restricted under the Employees' Savings Trust Plan for a
Plan Year to comply with Section 401(k) of the Code with respect to the
deferral of compensation by highly compensated employees, the amount
determined hereunder shall be similarly limited; plus
(ii) an amount that, when added to the vested interest of such Employee in
Employer Matching Contributions under the Employees' Savings Trust Plan,
equals the value his vested interest in Employer Matching Contributions
would have been on the date distribution commences under the Employees'
Savings Trust Plan if the limitations of Section 401(a)(17), Section 415,
or Section 402(g)(1) of the Code had not been in effect; plus
(iii) an amount, if any, equal to the value of the vested interest an
eligible Employee would have been entitled to receive under the Non-Union
ESOP if the
<PAGE> 3
limitations of Section 401(a)(17) or Section 415 of the Code had not been
in effect.
In determining the value that an eligible Employee's interest under the
Employees' Savings Trust Plan and under the Non-Union ESOP would have been if
the limitations of Section 401(a)(17), Section 415, or Section 402(g)(1) of
the Code had not been in effect as described in (i), (ii), and (iii) above,
it shall be assumed that:
(a) his Tax Deferred Contributions and his Employer Matching Contributions
under the Employees' Savings Trust Plan and any Employer contributions
under the Non-Union ESOP were deposited on the dates such contributions
would have otherwise been made to the Employees' Savings Trust Plan or
Non-Union ESOP, as applicable, and held in the guaranteed income contract
maintained as part of the Guaranteed Fund that holds the largest amount of
assets from the Employees' Savings Trust Plan for such year; and
(b) the interest rate actually paid with respect to such guaranteed
income contract under the Guaranteed Fund for the Employee's Savings Trust
Plan was paid with respect to the contributions that would otherwise have
been made under either Plan; and
(c) such interest was reinvested in the Guaranteed Fund for the
Employee's Savings Trust on the date and in the same manner as actual
interest under the Guaranteed Fund.
* * *
EXECUTED at Westlake, Ohio, this 29th day
of May, 1989.
NORDSON CORPORATION
By /s/ Edward P. Campbell
---------------------------
Title:
<PAGE> 1
EXHIBIT 10-h-2
AMENDMENT
TO
NORDSON CORPORATION
EXCESS DEFINED CONTRIBUTION RETIREMENT PLAN
The Nordson Corporation Excess Defined Contribution
Retirement Plan (hereinafter referred to as the "Plan"), as
originally established for the benefit of certain designated
salaried employees effective as of November 1, 1985, and as most
recently amended and restated effective as of January 1, 1988, is
hereby further amended, effective upon execution hereof, to add
new Section 2.5 as follows:
2.5 VESTING OF BENEFITS. Notwithstanding any provision of the
Plan other than Section 5.7 to the contrary, the excess retirement benefit of
each eligible Employee determined as if he were to terminate employment on
December 31, 1993, shall be fully vested and nonforfeitable on December 31,
1993.
EXECUTED at Westlake, Ohio this _____ day of _________, 1993.
NORDSON CORPORATION
by _________________________
Title ______________________
<PAGE> 1
EXHIBIT 10-i-1
FIRST AMENDMENT
TO
NORDSON CORPORATION
EXCESS DEFINED BENEFIT PENSION PLAN
The Nordson Corporation Excess Defined Benefit Pension Plan (hereinafter
referred to as the "Plan"), as originally established for the benefit of
certain designated salaried employees effective as of November 1, 1985, is
hereby amended, effective as January 1, 1989, to provide as follows:
1. Section 1.1 of the Plan is amended by the addition of a new paragraph
(f) at the end thereof to provide as follows:
(f) The term "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time. Reference to a section of the Code shall include
such section and any comparable section or sections of any future legislation
that amends, supplements, or supersedes such section.
2. Sections 2.1 and 2.2 of the Plan are amended to provide as follows:
2.1 ELIGIBILITY. An Employee who retires, dies, or otherwise terminates
his employment with the Company under conditions which make such Employee or
Beneficiary eligible for a benefit under the Salaried Pension Plan, and whose
benefits under the Salaried Pension Plan are limited by Section 415 of the
Code, or, for periods commencing on and after November 1, 1989, Section
401(a)(17) of the Code, shall be eligible for an excess pension benefit
determined by Section 2.2.
<PAGE> 2
2.2 AMOUNT. Subject to the provisions of Article III, the monthly excess
pension benefit payable to an Employee or Beneficiary shall be such an amount
which, when added to the monthly pension payable (before any reduction
applicable to an optional method of payment) under the Salaried Pension Plan to
such person, equals the monthly pension benefit that would have been payable
(before any reduction applicable to an optional method of payment) under the
Salaried Pension Plan to such person if the limitations of Section 415 of the
Code and, for periods commencing on and after November 1, 1989, Section
401(a)(17) of the Code were not in effect.
* * *
EXECUTED at Westlake, Ohio, this day
of , 1989.
NORDSON CORPORATION
By _________________________
Title:
<PAGE> 1
EXHIBIT 10-i-2
SECOND AMENDMENT
TO
NORDSON CORPORATION
EXCESS DEFINED BENEFIT RETIREMENT PLAN
The Nordson Corporation Excess Defined Benefit
Retirement Plan (hereinafter referred to as the "Plan"), as
originally established for the benefit of certain designated
salaried employees effective as of November 1, 1985, and as
amended on one subsequent occasion, is hereby further amended,
effective upon execution hereof, to add new Section 2.4 as
follows:
2.4 VESTING OF BENEFITS. Notwithstanding any provision of the
Plan other than Section 6.6 to the contrary, the excess pension benefit of
each eligible Employee determined as if he were to terminate employment on
December 31, 1993, shall be fully vested and nonforfeitable on December 31,
1993.
EXECUTED at Westlake, Ohio this ______ day of ________, 1993.
NORDSON CORPORATION
by __________________________
Title _______________________
<PAGE> 1
Exhibit 10-0
NORDSON CORPORATION
1988 AMENDED AND RESTATED STOCK
APPRECIATION RIGHTS PLAN
1. PURPOSE. The purpose of this 1988 Stock Appreciation Rights Plan (the
"Plan") is to provide to optionees under stock options heretofore or hereafter
granted pursuant to the Nordson Corporation 1979 Employees Stock Option Plan
(the "Nonqualified Stock Option Plan"), the Nordson Corporation 1982 Incentive
Stock Option Plan, and any other stock option plan of Nordson Corporation
("Nordson") now or hereafter in effect an alternative method of realizing the
benefits provided by such stock options and, in the case of the Nonqualified
Stock Option Plan, a supplemental benefit in connection with the exercise of
stock options granted thereunder.
2. DEFINITIONS. As used in the Plan:
(a) "Stock Appreciation Rights" means any of the rights, including
Limited Rights, granted pursuant to Section 3 of the Plan;
(b) "Change of Control" means, and shall be deemed to have taken
place upon the occurrence of, one or more of the following events:
(i) Any Person (other than Nordson, any of its subsidiaries, any
employee benefit plan or employee stock ownership plan of Nordson or
of any of its subsidiaries, or any Person organized, appointed, or
established by Nordson or any of its subsidiaries for or
<PAGE> 2
pursuant to the terms of any such plan), alone or together with any of
its Affiliates or Associates, becomes the Beneficial Owner of 20% or
more of the Common Shares then outstanding, any such Person is declared
to be an Adverse Person by the Board of Directors, or any such Person
commences or publicly announces an intent to commence a tender offer or
exchange offer the consummation of which would result in the Person
becoming the Beneficial Owner of 20% or more of the Common Shares then
outstanding (Provided, however, that, for purposes of determining
whether Eric T. Nord or Evan W. Nord, together with each of their
Affiliates or Associates, is the Beneficial Owner of 20% or more of the
Common Shares then outstanding, the Common Shares then held by the
Walter G. Nord Trust and by the Nordson Foundation shall be excluded
and, for purposes of determining whether the Walter G. Nord Trust or
the Nordson Foundation, together with each of their Affiliates and
Associates, is the Beneficial- Owner of 20% or more of the Common
Shares then outstanding, the Common Shares then held by Eric T. Nord
and by Evan W. Nord shall be excluded). For purposes of this clause
(i), the terms "Adverse Person," "Affiliates," "Associates,"
"Beneficial Ownership," and "Person" shall have the meanings given to
them in the Rights Agreement, dated as of August 26, 1988, between
Nordson and AmeriTrust Company National Association, as Rights Agent,
as amended from time to time.
(ii) At any time during a period of 24 consecutive
months, individuals who were Directors of Nordson at the beginning of
the period no longer constitute a majority of Nordson's Directors,
unless the election, or the nomination for election by Nordson's
shareholders, of each of the new Directors was approved by at least a
majority of the Directors who were in office at the time of the
election or nomination and were Directors at the beginning of the
period.
(iii) A record date is established for determining
shareholders entitled to vote upon a merger or consolidation of Nordson
with another corporation in which Nordson is not the surviving or
continuing corporation or in which all or part of the
<PAGE> 3
outstanding Common Shares are to be converted into or exchanged for
cash, securities, or other property; a sale or other disposition of all
or substantially all of the assets of Nordson; or the liquidation and
dissolution of Nordson.
(iv) Any person who proposes to make a "control share
acquisition" of Nordson, within the meaning of Section 1701.01(Z)(1) of
the Ohio General Corporation Law, submits or is required to submit an
acquiring Person statement to Nordson.
(c) "Committee" means the committee provided for in Section
8 of the Plan;
(d) "Common Shares" means Common Shares with a par value of
$1 each of Nordson or, in accordance with the adjustment provisions in any
employee stock option plan under which any stock option is outstanding, the
class of shares subject to the stock option;
(e) "Fair market value" of Common Shares on any date that
the Common Shares are listed on a national securities exchange shall mean the
closing price as reported for composite transactions on the exchange for the
last date on which trades are reported prior to such date; "fair market value"
of Common Shares on any date that transactions in the Common Shares are
reported in the NASDAQ National Market System shall mean the closing price as
reported in the
<PAGE> 4
NASDAQ National Market System for the last date on which trades are reported
prior to such date.
(f) "Limited Right" shall mean a Stock Appreciation Right
that becomes exercisable, as provided in Section 4(e), only upon the occurrence
of a Change in Control.
(g) "Outstanding stock option" means a stock option to
purchase Common Shares granted by Nordson pursuant to any employees stock
option plan of Nordson now or hereafter in effect to the extent that the stock
option has not been exercised and has not terminated; and
(h) "Spread" means the excess of the fair market value of a
Common Share on the date when a Stock Appreciation Right is exercised over the
option price provided for in the related stock option.
3. GRANT OF STOCK APPRECIATION RIGHTS.
-----------------------------------
(a) The Committee may from time to time define the terms of
and grant Stock Appreciation Rights, including Limited Rights, subject to the
terms of this Plan, with respect to all or part of any outstanding stock option
(including any outstanding stock option simultane- ously granted), whether or
not the stock option is exercisable at the time of grant.
<PAGE> 5
(b) Stock Appreciation Rights shall entitle the optionee to receive
either:
(i) upon exercise of the Stock Appreciation Rights and
surrender of all or part of the related stock option, an amount
equal to 100% of the spread on the date of exercise multiplied by the
number of Common Shares in respect of which the Stock Appreciation
Rights are exercised; or
(ii) upon exercise of Stock Appreciation Rights
specifically designated by the Committee as eligible for such payment,
and exercise of all or part of a related stock option granted under the
Nonqualified Stock Option Plan (or any other stock option plan of
Nordson not providing for the grant of "incentive stock options" as
that term is defined in Section 422A of the Internal Revenue Code), a
cash payment in an amount equal to the percentage designated by the
Committee of the spread on the date of exercise multiplied by . the
number of Common Shares in respect of which the related stock option is
exercised.
Amounts payable under clause (i) may be paid by Nordson in whole Common
Shares (taken at their fair market value on the date of exercise), in cash, or
partly in whole Common Shares and partly in cash, as the Committee shall
determine. The determination as to such manner of payment may be made by the
Committee at the time of the grant of the Stock Appreciation Rights or at any
time thereafter and shall be subject to change from time to time.
(c) The grant of Stock Appreciation Rights shall be
evidenced by a notice to the optionee signed by or on behalf of the Committee,
<PAGE> 6
which notice shall describe the Stock Appreciation Rights, specify the
related stock option, and state that the Stock Appreciation Rights are subject
to the terms and provisions of the Plan.
(d) Stock Appreciation Rights may not be granted with
respect to stock options to purchase more than 450,000 Common Shares. If any
Stock Appreciation Rights expire or cease to be exercisable for any reason
other than exercise of the Stock Appreciation Rights or of the related stock
option, further Stock Appreciation Rights may be granted in respect of the
Common Shares subject to the expired Stock Appreciation Rights.
4. EXERCISE OF STOCK APPRECIATION RIGHTS.
--------------------------------------
(a) Stock Appreciation Rights which are held by an optionee
who is a Director or officer of Nordson and which are payable wholly or partly
in cash may not be exercised until the expiration of six months after the date
of grant, except in the event of the death or disability of the optionee. In
any case, Stock Appreciation Rights may be exercised only at a time when the
related stock option may be exercised. No Stock Appreciation Right may be
exercised at any time when the fair market value of the Common Shares
<PAGE> 7
subject to the related option does not exceed the option price.
(b) An optionee who is a Director or officer of Nordson may
exercise Stock Appreciation Rights, other than Limited Rights, only during the
period beginning on the third business day following the date of release for
publication by Nordson of quarterly or annual summary statements of sales and
earnings and ending on the twelfth business day following such release.
Limited Rights do not need to be exercised within this period.
(c) Stock Appreciation Rights may be exercised only in
writing and, in the case of Stock Appreciation Rights under clause (b)(i) of
Section 3, only to the extent accompanied by surrender to Nordson, unexercised,
of all or part of the related stock option.
(d) Common Shares subject to stock options surrendered upon
exercise of the related Stock Appreciation Rights under clause (b)(i) of
Section 3 shall not be available for the granting of further stock options
under any employees stock option plan of Nordson, anything in such stock option
plan to the contrary notwithstanding.
<PAGE> 8
(e) Limited Rights may be exercised only during the 30-day
period beginning upon the occurrence of a Change in Control; provided, however,
that if the Change in Control occurs within the six-month period following the
date of the grant of any Limited Right, those Limited Rights will be
exercisable during the 30-day period beginning six months after the date of
grant.
(f) In the event of any change in the Common Shares subject
to stock options in respect of which Stock Appreciation Rights have been
granted by reason of a merger, consolidation, reorganization, or other
corporate transaction or of a stock dividend, stock split, or other capital
adjustment, the total number and class of shares subject to stock options in
respect of which Stock Appreciation Rights may thereafter be granted under the
Plan and the number and class of shares subject to each outstanding stock
option in respect of which Stock Appreciation Rights have theretofore been
granted under the Plan shall be appropriately adjusted by the Committee, whose
determination shall be final.
5. ASSIGNABILITY. Stock Appreciation Rights may not be
transferred or assigned by the optionee otherwise
<PAGE> 9
than by will or the laws of descent and distribution or apart from the related
stock option and may be exercised during the optionee's lifetime only by him or
by his guardian or legal representative.
6. AMENDMENT, SUSPENSION, OR TERMINATION OF STOCK APPRECIATION
RIGHTS. The Committee may at any time amend, suspend, or terminate any Stock
Appreciation Rights theretofore granted under the Plan. In case of an
amendment, the amended Stock Appreciation Rights shall be in accordance with
the Plan. In addition, Stock Appreciation Rights shall terminate and may no
longer be exercised upon the earlier of (a) exercise or termination of the
related stock option or (b) any termination date specified by the Committee at
the time the Stock Appreciation Rights are granted.
7. AMENDMENT OR TERMINATION OF THE PLAN. The Board of Directors
may at any time amend or terminate the Plan, although no such amendment,
without shareholder approval, may (a) materially increase the benefits accruing
to the optionees to whom Stock Appreciation Rights have been granted under
the Plan, (b) materially increase the Stock Appreciation Rights which may be
granted under the Plan (except in accordance with the provisions of Section
4(e)), or (c) materially modify the requirements as to eligibility for
participation under the Plan.
<PAGE> 10
8. ADMINISTRATION. The Plan shall be administered by the
Compensation Committee of Nordson's Board of Directors appointed by and serving
during the pleasure of Nordson's Board of Directors. No Director who has
at any time within one year been eligible to participate in the Plan, or in any
employee stock purchase plan or in any other stock option or Stock Appreciation
Rights plan of Nordson or any of its affiliates, may serve as a member of the
Committee. The Committee shall have full power and authority to grant Stock
Appreciation Rights and to interpret the provisions and to supervise the
administration of the Plan. All decisions of the Committee shall be made by
not less than a majority of its members and shall be final.
9. COMMON SHARES. The Common Shares to be issued or delivered
upon the exercise of Stock Appreciation Rights may be authorized and unissued
or treasury shares as the Committee may from time to time determine.
10. EFFECTIVE DATE. This Plan shall become effective when
adopted by Nordson's Board of Directors, subject to approval by Nordson's
shareholders within 12 months before or after such adoption.
Adopted by the Board of Directors
October 27, 1988
<PAGE> 1
Exhibit 11
NORDSON CORPORATION
CALCULATION OF EARNINGS PER SHARE
Years Ended October 29, 1995, October
30, 1994 and October 31, 1993 (Dollar
and shares in thousands except for
per share amounts)
<TABLE>
<CAPTION>
1995 1994 1993
------- ------- -------
Primary:
<S> <C> <C> <C>
Weighted average number of common
shares outstanding during the year 18,219 18,623 18,751
Effect of Company stock plans based
on the treasury stock method 358 444 433
------- ------- -------
Total weighted average common and
common equivalent shares 18,577 19,067 19,184
======= ======= =======
Income before cumulative effect of
accounting changes $52,676 $46,654 $40,775
Cumulative effect of accounting changes - - (4,784)
------- ------- -------
Net income $52,676 $46,654 $35,991
======= ======= =======
Earnings per share:
Income before cumulative effect of
accounting changes $ 2.84 $ 2.45 $ 2.13
Cumulative effect of accounting changes - - (.25)
------- ------- -------
Net income $ 2.84 $ 2.45 $ 1.88
======= ======= =======
Fully Diluted:
Weighted average number of common
shares outstanding during the year 18,219 18,623 18,751
Effect of Company stock plans based
on the treasury stock method 360 474 453
------- ------- -------
Total weighted average common and
common equivalent shares 18,579 19,097 19,204
======= ======= =======
Income before cumulative effect of
accounting changes $52,676 $46,654 $40,775
Cumulative effect of accounting changes - - (4,784)
------- ------- -------
Net income $52,676 $46,654 $35,991
======= ======= =======
Earnings per share:
Income before cumulative effect of
accounting changes $ 2.84 $ 2.44 $ 2.12
Cumulative effect of accounting changes - - (.25)
------- ------- -------
Net income $ 2.84 $ 2.44 $ 1.87
======= ======= =======
</TABLE>
<PAGE> 1
EXHIBIT 13(a)
NORDSON CORPORATION -- MANAGEMENT'S DISCUSSION AND ANALYSIS
FISCAL YEARS 1995 AND 1994
Sales in 1995 reached a record level of $581.4 million, a 15 percent increase
over 1994 sales of $506.7 million. Advances in local volume and price increases
accounted for a 10 percent increase in sales, with the balance due to the
strengthening of major international currencies against the U.S. dollar.
Sales outside the United States represented 60 percent of total sales. Volume
gains were achieved in each of Nordson's geographic sales regions. In Europe,
sales volume increased 11 percent, with accelerated activity throughout the
year. Although investment activity in Japan generally was erratic during the
year, sales volume increased 4 percent over the prior year, with a marked
increase in shipments in the fourth quarter. Sales volume from our Pacific
South region advanced 25 percent, with growth significantly influenced by the
continued emergence of dynamic markets for Nordson products in Latin America,
Asia and Australia. In North America, sales volume advanced 9 percent for the
year, despite a decline in activity in the fourth quarter. Price increases
averaging 1 percent were implemented at the beginning of 1995 on standardized
small systems and parts.
Sales of adhesive dispensing equipment for packaging and product assembly
applications grew at a steady pace, while powder coating system sales continued
to accelerate. Solid gains in sales of special engineered systems, including
coating equipment sold to the container and electronic industries, also
contributed to results for the year.
Gross margins, expressed as a percentage of sales, were 57.8 percent in 1995,
compared with 58.0 percent in 1994. Favorable currency effects were offset by
changes in the product sales mix.
Selling and administrative costs, expressed as a percentage of sales, were 43.3
percent in both 1995 and 1994. Although total spending grew at the same rate as
sales, productivity improvements were achieved in operational and
administrative support areas.
Incremental spending was focused on product improvements, research and
development, patent protection, and continued geographic expansion,
particularly in countries of the Pacific South region.
Worldwide operating profits, expressed as a percentage of sales, were 14.4
percent in 1995 and 14.7 percent in 1994. In both years, regional operating
profits, expressed as a percentage of revenues, were approximately 23 percent
for North America and 6 percent to 11 percent for the other regions. The higher
operating profits in North America reflect the extent to which Nordson
equipment is manufactured in the United States and exported to international
subsidiaries.
Interest expense, net of interest income, increased $.3 million due to higher
average borrowing levels. Other income increased $.5 million due to higher net
currency exchange gains.
The effective tax rate increased to 34.7 percent in 1995 from 34.2 percent in
1994. Nordson's effective rate is lower than the statutory federal rate due to
benefits derived from exports sold through the Company's Foreign Sales
Corporation. The increase in the effective rate over the prior year is a result
of higher effective foreign, state and local tax rates.
Net income was $52.7 million in 1995, compared with $46.7 million in 1994. This
translates to $2.84 per share in 1995, a 16 percent increase over $2.45 per
share in 1994.
Nordson has not yet adopted Statements of Financial Accounting Standards No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of," or No. 123, "Accounting for Stock-Based
Compensation." These statements, which must be adopted by the Company no later
than fiscal 1997, are not expected to have a material effect on the financial
statements.
<TABLE>
<CAPTION>
Year NORTH AMERICA
Sales ($Millions)
<S> <C>
91 141
92 155
93 198
94 226
95 245
</TABLE>
Revenues from North American operations increased 9 percent in 1995.
<TABLE>
<CAPTION>
Year EUROPE
Sales ($Millions)
<S> <C>
91 162
92 181
93 167
94 168
95 202
</TABLE>
In 1995, sales from our European operations increased 11 percent in local
currency terms.
<PAGE> 2
FISCAL YEARS 1994 AND 1993
Sales in 1994 were $506.7 million, up 10 percent over 1993. This increase is
traced almost entirely to improvements in volume and price increases. Changes
in foreign currency exchange rates, which were favorable in Japan and
unfavorable in Europe, effectively decreased sales by less than one-half of 1
percent.
Sales in the United States increased to 42 percent of worldwide sales in 1994
from 41 percent in 1993, as the U.S. economy continued to strengthen.
Meanwhile, both Europe and Japan experienced lingering recessionary conditions.
Sales volumes increased in each geographic region during 1994. Volume gains
were 15 percent in North America, 4 percent in Europe, 5 percent in Japan, and
20 percent in the Pacific South region. Price increases averaging 2 percent
were implemented at the beginning of 1994 on standardized small systems and
parts.
Growth was driven by strong sales of powder coating equipment and other special
engineered systems, as well as steady gains in sales of adhesive application
equipment to the packaging industry.
Gross margins, expressed as a percentage of sales, were 58.0 percent in 1994,
compared with 58.5 percent in 1993. Margins were primarily influenced by
changes in the product sales mix.
Selling and administrative costs, expressed as a percentage of sales, decreased
to 43.3 percent in 1994 from 43.9 percent in 1993. Spending grew at a slower
rate than sales due primarily to improved operating efficiencies.
Worldwide operating profits, expressed as a percentage of sales, were 14.7
percent in 1994 and 14.6 percent in 1993. In both years, regional operating
profits, expressed as a percentage of revenues, were 23 percent for North
America and 6 percent to 10 percent for the other regions. Regional operating
profits include profits on transfers between geographic areas.
Interest expense, net of interest income, decreased $1.8 million due to lower
average borrowing levels and lower average rates. Other expense increased $.2
million due to higher net currency exchange losses.
The effective tax rate decreased to 34.2 percent in 1994 from 34.5 percent in
1993. This change can be traced to lower effective foreign, state and local tax
rates, partially offset by a higher statutory federal income tax rate and a
benefit recognized in 1993 related to enacted rate changes.
Effective as of the beginning of 1993, Nordson adopted Statements of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions," No. 109, "Accounting for Income Taxes," and No.
112, "Employers' Accounting for Postretirement Benefits." The combined
cumulative effect of these changes in accounting principles was an aftertax
charge to first quarter 1993 earnings of $4.8 million or $.25 per share. Aside
from the one-time charge, adoption of these statements was not material to 1993
results.
Net income was $46.7 million, or $2.45 per share, in 1994. In 1993, income
before cumulative effect of accounting changes was $40.8 million, or $2.13 per
share. After the cumulative effect of accounting changes, net income in 1993
was $36.0 million, or $1.88 per share.
LIQUIDITY AND SOURCES OF CAPITAL
In 1995, working capital grew $3.6 million to $130.6 million. Current year
operations generated $5.4 million in working capital. Increases in receivables,
inventories and accrued liabilities were necessary to support a higher level of
business activity. Other significant changes in working capital were decreases
in cash and marketable securities and increases in notes payable. In addition,
currency translations raised working capital by $1.5 million, and a business
acquisition reduced it by $3.3 million.
<TABLE>
<CAPTION>
Year JAPAN
Sales ($Millions)
<S> <C>
91 61
92 63
93 65
94 74
95 87
</TABLE>
Sales in Japan increased 4 percent in local currency terms in 1995.
<TABLE>
<CAPTION>
Year PACIFIC SOUTH
Sales ($Millions)
<S> <C>
91 24
92 27
93 32
94 39
95 47
</TABLE>
In 1995, sales volume in our Pacific South region was up 25 percent.
19
<PAGE> 3
Cash and cash equivalents decreased $4.2 million. Cash provided by operating
activities was $42.1 million. Net proceeds from additional short-term
borrowings and from the sale of marketable securities generated $21.3 million.
Significant uses for cash included net repurchases of Nordson stock, outlays
for capital expenditures, dividends, net payments on long-term borrowings, and
the acquisition of a new business.
Repurchased shares are used for stock-based employee compensation and incentive
plans. At October 29, 1995, Nordson management was authorized to repurchase up
to 934,000 shares through June 1997 and an additional 2,000,000 shares through
July 2000 on the open market or in privately negotiated transactions at the
prevailing market price.
Capital expenditures in 1995 included the expansion of the Company's
manufacturing capacity. Operations related to the manufacture of automotive and
gasketing products have been centralized in a new building at the Company's
Amherst, Ohio complex. Other investments were the expansion of a manufacturing
facility in Luneburg, Germany, and several general-purpose CNC machining
centers in Amherst and in Norcross, Georgia.
Dividend payments increased 12 percent over 1994. Scheduled repayments on
long-term debt decreased the outstanding balance, including the current
portion, by $2.1 million. The acquisition of a European manufacturer of
adhesive application equipment expanded Nordson's existing product lines.
Nordson has various lines of credit with both domestic and foreign banks. At
October 29, 1995, these lines aggregated $137.7 million, of which $94.5 million
was unused. The Company believes that the combination of present capital
resources, internally generated funds, and unused financing sources are more
than adequate to meet cash requirements for 1996. There are no significant
restrictions limiting the transfer of funds from international subsidiaries to
the parent company.
EFFECTS OF FOREIGN CURRENCY AND INFLATION
The impact of changes in foreign currency exchange rates on sales and operating
results cannot be precisely measured because of changes in selling prices,
sales volume, product mix and cost structures in each country where Nordson
operates. As a general rule, a weakening of the U.S. dollar relative to
foreign currencies has a favorable effect on sales and net income, while a
strengthening of the U.S. dollar has a detrimental effect.
In 1995 relative to 1994, the U.S. dollar generally was weaker against foreign
currencies. If exchange rates for 1994 had been in effect during 1995, sales
would have been approximately $25.0 million lower, and third-party costs would
have been approximately $15.7 million lower. In 1994 relative to 1993, the U.S.
dollar was stronger against European currencies and weaker against the Japanese
yen. If exchange rates for 1993 had been in effect during 1994, sales would
have been approximately $.8 million higher, and third-party costs would have
been approximately $.5 million higher. These effects on reported sales do not
include the impact of local price adjustments associated with changes in
currency exchange rates.
Nordson uses foreign exchange contracts to reduce risks related to transactions
denominated in foreign currencies. These contracts usually have maturities of
90 days or less and generally require the Company to exchange foreign
currencies for U.S. dollars at maturity, at rates agreed to at the inception of
the contracts. Gains and losses from changes in the market value of these
contracts offset foreign exchange losses and gains, respectively, on the
underlying transactions.
Inflation puts pressure on profit margins because the ability to pass cost
increases onto customers is restricted by competitive pricing. Although
inflation has been modest in recent years, and its effect is not material for
the years covered by the financial statements, Nordson continues to seek ways
to minimize the impact of inflation through efforts to achieve greater
productivity.
TRENDS
The Eleven-Year Summary on pages 36 and 37 documents Nordson's historical
financial trends. Over this period, world economic conditions fluctuated
significantly. Nordson's solid performance is attributed to the Company's
participation in diverse geographic and industrial markets and its long-term
commitment to develop and provide quality products and worldwide service to
meet customers' changing needs.
20
<PAGE> 4
EXHIBIT 13(b)
NORDSON CORPORATION -- CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
YEARS ENDED OCTOBER 29, 1995, OCTOBER 30, 1994
AND OCTOBER 31, 1993 1995 1994 1993
(In thousands except for per share amounts)
<S> <C> <C> <C>
SALES $581,444 $506,692 $461,557
OPERATING COSTS AND EXPENSES:
Cost of sales 245,587 212,866 191,575
Selling and administrative expenses 251,913 219,422 202,608
- ---------------------------------------------------------------------------------------------------------------------------
497,500 432,288 394,183
- ---------------------------------------------------------------------------------------------------------------------------
OPERATING PROFIT 83,944 74,404 67,374
Other income (expense):
Interest expense (4,553) (4,392) (6,426)
Interest and investment income 777 866 1,110
Other - net 474 (20) 190
- ---------------------------------------------------------------------------------------------------------------------------
(3,302) (3,546) (5,126)
- ---------------------------------------------------------------------------------------------------------------------------
Income before income taxes and cumulative
effect of accounting changes 80,642 70,858 62,248
Income taxes:
Current 32,844 28,406 23,198
Deferred (4,878) (4,202) (1,725)
- ---------------------------------------------------------------------------------------------------------------------------
27,966 24,204 21,473
- ---------------------------------------------------------------------------------------------------------------------------
Income before cumulative effect of accounting changes 52,676 46,654 40,775
Cumulative effect of accounting changes -- -- (4,784)
- ---------------------------------------------------------------------------------------------------------------------------
NET INCOME $ 52,676 $ 46,654 $ 35,991
===========================================================================================================================
COMMON SHARES AND COMMON SHARE EQUIVALENTS 18,577 19,067 19,184
===========================================================================================================================
EARNINGS PER SHARE:
Income before cumulative effect of accounting changes $2.84 $2.45 $2.13
Cumulative effect of accounting changes -- -- (.25)
- ---------------------------------------------------------------------------------------------------------------------------
Net income $2.84 $2.45 $1.88
===========================================================================================================================
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
21
<PAGE> 5
NORDSON CORPORATION -- CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
OCTOBER 29, 1995 AND OCTOBER 30, 1994 1995 1994
(In thousands)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 359 $ 4,578
Marketable securities 1,225 6,486
Receivables 146,846 120,073
Inventories 110,198 93,615
Deferred income taxes 21,858 20,575
Prepaid expenses 5,455 4,980
- ---------------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 285,941 250,307
Property, plant and equipment - net 99,499 88,655
Intangible assets - net 31,768 29,900
Deferred income taxes 11,108 7,583
Other assets 6,394 4,499
- ---------------------------------------------------------------------------------------------------------------------------
$434,710 $380,944
===========================================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable $ 43,197 $ 26,917
Accounts payable 28,250 26,900
Income taxes payable 13,101 10,476
Accrued liabilities 58,396 48,583
Customer advance payments 5,970 4,712
Current maturities of long-term debt 2,959 2,468
Current obligations under capital leases 3,506 3,255
- ---------------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 155,379 123,311
Long-term debt 12,663 15,212
Obligations under capital leases 4,471 4,042
Other liabilities 30,867 25,955
Shareholders' equity:
Preferred shares, no par value; 10,000,000 shares authorized; none issued -- --
Common shares, no par value; 80,000,000 shares authorized;
24,506,000 shares issued 12,253 12,253
Capital in excess of stated value 60,142 57,590
Cumulative translation adjustments 10,944 10,977
Retained earnings 341,223 300,223
Common shares in treasury, at cost (192,099) (166,098)
Deferred stock-based compensation (1,133) (2,521)
- ---------------------------------------------------------------------------------------------------------------------------
Total shareholders' equity 231,330 212,424
- ---------------------------------------------------------------------------------------------------------------------------
$434,710 $380,944
===========================================================================================================================
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
22
<PAGE> 6
NORDSON CORPORATION -- CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED OCTOBER 29, 1995, OCTOBER 30, 1994
AND OCTOBER 31, 1993 1995 1994 1993
(In thousands)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $52,676 $46,654 $35,991
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 16,779 15,223 13,653
Amortization 3,835 3,195 3,454
Provision for losses on receivables 979 783 646
Deferred income taxes (4,907) (3,910) (5,989)
Other (1,796) (1,087) 1,356
Changes in working capital:
Receivables (26,265) (9,235) (8,807)
Inventories (14,392) (7,305) (2,081)
Other current assets (323) (351) (929)
Accounts payable 751 4,003 3,963
Income taxes payable 2,591 (6,391) 3,562
Accrued liabilities 8,699 3,187 4,661
Customer advance payments 1,010 100 314
Decrease (increase) in other non-current assets (2,603) (1,050) 1,221
Increase in other non-current liabilities 5,068 3,201 10,436
- ---------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 42,102 47,017 61,451
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment (25,035) (20,558) (15,834)
Proceeds from sale of property, plant and equipment 1,705 257 419
Acquisition of businesses (4,634) (3,933) (455)
Purchases of marketable securities (2,000) (4,105) (6,925)
Proceeds from sales or maturities of marketable securities 7,261 2,755 7,290
- ---------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (22,703) (25,584) (15,505)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from (repayments of) short-term borrowing 16,076 6,278 (16,657)
Proceeds from long-term debt 634 106 702
Repayment of long-term debt (1,925) (2,580) (3,955)
Repayment of capital lease obligations (3,961) (3,491) (3,298)
Issuance of common shares under company
stock and employee benefit plans 1,325 7,053 3,841
Purchase of treasury shares (25,314) (33,673) (9,400)
Tax benefit from stock option and restricted stock transactions 344 1,530 1,134
Dividends paid (11,676) (10,419) (8,976)
- ---------------------------------------------------------------------------------------------------------------------------
Net cash used in financing activities (24,497) (35,196) (36,609)
Effect of exchange rate changes on cash 879 213 1,382
- ---------------------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (4,219) (13,550) 10,719
Cash and cash equivalents at beginning of year 4,578 18,128 7,409
- ---------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 359 $ 4,578 $18,128
===========================================================================================================================
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
23
<PAGE> 7
EXHIBIT 13(e)
NORDSON CORPORATION -- CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION> COMMON SHARES
CAPITAL IN CUMULATIVE IN TREASURY DEFERRED
YEARS ENDED OCTOBER 29, 1995, COMMON EXCESS OF TRANSLATION RETAINED ------------------- STOCK-BASED
OCTOBER 30, 1994 AND OCTOBER 31, 1993 SHARES STATED VALUE ADJUSTMENTS EARNINGS SHARES AMOUNT COMPENSATION
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT NOVEMBER 1, 1992 $12,253 $38,277 $13,378 $236,973 5,754 $(118,096) $(5,065)
Shares issued under
company stock and
employee benefit plans 6,288 (273) 1,560 (394)
Amortization of deferred
stock-based compensation 1,846
Tax benefit from stock
option and restricted
stock transactions 1,134
Purchase of treasury shares 299 (13,013)
Translation adjustments (5,751)
Net income 35,991
Dividends - $.48 per share (8,976)
- ---------------------------------------------------------------------------------------------------------------------------
BALANCE AT OCTOBER 31, 1993 12,253 45,699 7,627 263,988 5,780 (129,549) (3,613)
Shares issued under
company stock and
employee benefit plans 10,361 (353) 1,997 (432)
Amortization of deferred
stock-based compensation 1,524
Tax benefit from stock
option and restricted
stock transactions 1,530
Purchase of treasury shares 680 (38,546)
Translation adjustments 3,350
Net income 46,654
- $.56 per share (10,419)
- ---------------------------------------------------------------------------------------------------------------------------
BALANCE AT OCTOBER 30, 1994 12,253 57,590 10,977 300,223 6,107 (166,098) (2,521)
Shares issued under
company stock and
employee benefit plans 2,208 (76) 431 (195)
Amortization of deferred
stock-based compensation 1,583
Tax benefit from stock
option and restricted
stock transactions 344
Purchase of treasury shares 469 (26,432)
Translation adjustments (33)
Net income 52,676
Dividends - $.64 per share (11,676)
- ---------------------------------------------------------------------------------------------------------------------------
BALANCE AT OCTOBER 29, 1995 $12,253 $60,142 $10,944 $341,223 6,500 $(192,099) $(1,133)
===========================================================================================================================
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
24
<PAGE> 8
NORDSON CORPORATION -- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 -- Significant accounting policies
FISCAL YEAR -- The fiscal year for the Company's domestic operations ends on the
Sunday closest to October 31 and, in 1995, 1994 and 1993, contained 52 weeks.
For international operations, the Company's fiscal year ends on September 30.
CONSOLIDATION -- The consolidated financial statements include the accounts of
the Company and its controlled majority-owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated in consolidation.
Investments in non-controlled affiliates are accounted for by the equity
method.
CASH AND CASH EQUIVALENTS -- Highly liquid instruments with a maturity of 90
days or less at date of purchase are considered to be cash equivalents. Cash and
cash equivalents are carried at cost.
MARKETABLE SECURITIES -- Marketable securities consist primarily of municipal
and other short-term notes with maturities greater than 90 days at date of
purchase. At October 29, 1995, all contractual maturities were within one year.
Effective as of the beginning of fiscal 1995, the Company adopted Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities" (FAS 115). Under FAS 115, the Company's marketable
securities are classified as available for sale and recorded at quoted market
prices which approximate cost. Adoption of this statement did not have a
material effect on the Company's consolidated financial position or results of
operations. For years prior to 1995, marketable securities are carried at cost.
INVENTORIES -- Inventories are valued at the lower of cost or market. Cost has
been determined using the last-in, first-out (LIFO) method for 54 percent of
consolidated inventories at October 29, 1995 (55 percent at October 30, 1994).
The first-in, first-out (FIFO) method is used for all other inventories.
Consolidated inventories would have been $9,753,000 and $9,710,000 higher than
reported at October 29, 1995 and October 30, 1994, respectively, had the Company
used the FIFO method, which approximates current cost, for valuation of all
inventories.
PROPERTY, PLANT AND EQUIPMENT AND DEPRECIATION -- Property, plant and equipment
is carried at cost. The Company capitalizes interest costs as part of the cost
of constructing major facilities and equipment. Capitalized interest costs were
$98,000 in 1995 ($62,000 in 1994 and $0 in 1993). Plant and equipment is
depreciated for financial reporting purposes using the straight-line method over
the estimated useful lives of the assets or, in the case of property under
capital leases, over the terms of the leases.
INTANGIBLE ASSETS -- Intangibles, consisting primarily of costs in excess of net
assets of acquired businesses, are amortized using the straight-line method over
the periods of expected benefit. At present, these periods do not exceed 15
years.
FOREIGN CURRENCY TRANSLATION -- The financial statements of the Company's
subsidiaries outside the United States, except for those subsidiaries located in
highly inflationary economies, are generally measured using the local currency
as the functional currency. Assets and liabilities of these subsidiaries are
translated at the rates of exchange at the balance sheet dates. Income and
expense items are translated at average monthly rates of exchange. The resulting
translation adjustments are included in cumulative translation adjustments, a
separate component of shareholders' equity. Generally, gains and losses from
foreign currency transactions, including forward contracts, of these
subsidiaries and the United States parent are included in net earnings. Premiums
and discounts on forward contracts are amortized over the lives of the
contracts. Gains and losses from foreign currency transactions which hedge a net
investment in a foreign subsidiary and from intercompany foreign currency
transactions of a long-term investment nature are included in cumulative
translation adjustments. For subsidiaries operating in highly inflationary
economies, gains and losses from foreign currency transactions and translation
adjustments are included in net earnings.
REVENUE RECOGNITION -- Revenues are recognized when customer orders are complete
and shipped. Accruals for the cost of product warranties are maintained for
anticipated future claims.
ADVERTISING COSTS -- Advertising costs are expensed as incurred and amounted to
$5,360,000 in 1995 ($4,042,000 in 1994 and $4,448,000 in 1993).
RESEARCH AND DEVELOPMENT -- Research and development costs are charged to
expense as incurred and amounted to $28,866,000 in 1995 ($24,434,000 in 1994 and
$20,521,000 in 1993).
EARNINGS PER SHARE -- Earnings per common share are computed based on the
weighted average number of common shares and common share equivalents
outstanding during each year. Common share equivalents consist primarily of
shares issuable upon exercise of the Company's stock options and stock purchase
rights, computed using the treasury stock method.
PRESENTATION -- Certain 1994 and 1993 amounts have been reclassified to conform
with the 1995 presentation.
25
<PAGE> 9
NORDSON CORPORATION -- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 2 -- Accounting changes
Effective as of the beginning of 1993, Nordson adopted Statements of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions," No. 109, "Accounting for Income Taxes," and No.
112, "Employers' Accounting for Postemployment Benefits." The combined
cumulative effect of these changes in accounting principles was an aftertax
charge to first quarter 1993 earnings of $4,784,000 or $.25 per share. Aside
from the one-time charge, adoption of these statements was not material to 1993
results.
In 1995, the Financial Accounting Standards Board issued Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of" (FAS 121), and Statement No. 123, "Accounting for Stock-Based
Compensation" (FAS 123). FAS 121 requires that, under certain circumstances,
long-lived assets be reviewed for impairment and any applicable impairment loss
be recognized. FAS 123 allows accounting for employee stock options under either
the fair value or the intrinsic value method. The Company plans to continue to
use the intrinsic value method. These statements, which must be adopted by the
Company no later than the 1997 fiscal year, are not expected to have a material
effect on the financial statements.
Note 3 -- Retirement, pension and other postretirement plans
PENSION PLANS -- The Company has various pension plans which cover substantially
all employees. Pension plan benefits are generally based on years of employment
and, for salaried employees, the level of compensation. The Company contributes
actuarially determined amounts to domestic plans to provide sufficient assets to
meet future benefit payment requirements. The Company's international
subsidiaries fund their pension plans according to local requirements. The
Company also sponsors an unfunded supplemental pension plan for certain
employees.
Net pension cost for the Company's significant plans consists of the following
components:
<TABLE>
<CAPTION>
1995 1994 1993
- -----------------------------------------------------------
(In thousands)
<S> <C> <C> <C>
Service cost - benefits
earned during period $3,844 $3,267 $2,893
Interest cost on projected
benefit obligations 4,522 3,857 3,625
Actual return on assets (7,253) (447) (5,654)
Net amortization and
deferral 3,217 (3,055) 2,572
- -----------------------------------------------------------
Net periodic pension cost $4,330 $3,622 $3,436
===========================================================
</TABLE>
The following tables set forth the plans' funded status and amounts recognized
in the Company's balance sheet for its significant pension plans:
<TABLE>
<CAPTION>
ASSETS ACCUMULATED
EXCEED BENEFITS
ACCUMULATED EXCEED
BENEFITS ASSETS
- ------------------------------------------------------------
(In thousands)
<S> <C> <C>
1995:
Actuarial present value of obligations:
Vested benefit obligations $32,282 $ 9,317
============================================================
Accumulated benefit obligations $33,956 $ 14,488
============================================================
Projected benefit obligations $42,557 $ 22,226
Plan assets at fair value 47,735 3,801
- ------------------------------------------------------------
Excess (deficiency) of assets over
projected benefit obligations 5,178 (18,425)
Unrecognized prior service costs (819) 1,223
Unrecognized net (gain) loss (6,709) 6,044
Unrecognized net transition
(asset) obligation (1,942) 161
- ------------------------------------------------------------
Accrued pension costs $(4,292) $(10,997)
============================================================
1994:
Actuarial present value of obligations:
Vested benefit obligations $28,579 $ 7,615
============================================================
Accumulated benefit obligations $30,445 $ 12,331
============================================================
Projected benefit obligations $38,489 $ 18,957
Plan assets at fair value 41,622 3,113
- ------------------------------------------------------------
Excess (deficiency) of assets over
projected benefit obligations 3,133 (15,844)
Unrecognized prior service costs 248 1,890
Unrecognized net (gain) loss (4,348) 5,534
Unrecognized net transition
(asset) obligation (2,459) 167
- ------------------------------------------------------------
Accrued pension costs $(3,426) $ (8,253)
============================================================
</TABLE>
Plans for which accumulated benefit obligations exceeded plan assets consist of
the unfunded supplemental plan and certain international plans, which are
partially unfunded by local practice.
26
<PAGE> 10
The actuarial present value of projected benefit obligations at the end of 1995
and 1994 was determined using a weighted average discount rate of 7.7 percent
and a rate of increase in future compensation levels of 5.0 percent. Plan assets
consist primarily of stocks and bonds. The expected long-term rate of return on
plan assets was 8.0 percent for 1995, 1994 and 1993.
POSTRETIREMENT BENEFIT PLAN -- The parent company has an unfunded postretirement
defined benefit plan covering substantially all employees. The plan provides
medical and life insurance benefits. The plan is contributory, with retiree
contributions adjusted annually, and contains other cost-sharing features such
as deductibles and coinsurance.
Net postretirement benefit cost includes the following components:
<TABLE>
<CAPTION>
1995 1994 1993
- -----------------------------------------------------------
(In thousands)
<S> <C> <C>
Service cost - benefits
earned during period $ 379 $ 396 $388
Interest cost on accumulated
benefit obligations 676 607 551
- -----------------------------------------------------------
Net periodic
postretirement
benefit cost $1,055 $1,003 $939
===========================================================
</TABLE>
The following table sets forth the amount recognized in the Company's balance
sheet for its postretirement benefit plan:
<TABLE>
<CAPTION>
1995 1994
- -----------------------------------------------------------
(In thousands)
<S> <C> <C>
Accumulated postretirement
benefit obligation:
Retirees $2,659 $2,362
Fully eligible active plan
participants 2,293 1,732
Other active plan participants 4,062 3,779
- -----------------------------------------------------------
9,014 7,873
Unrecognized net gain 358 677
- -----------------------------------------------------------
Accrued postretirement benefit costs $9,372 $8,550
===========================================================
</TABLE>
The discount rate used in determining the accumulated postretirement benefit
obligation at the end of both 1995 and 1994 was 8.0 percent. The annual rate of
increase in the per capita cost of covered benefits (the health care cost trend
rate) was assumed to be 9.5 percent for 1996, decreasing gradually to 5.0
percent for 2002 and thereafter. The health care cost trend rate assumption has
a significant effect on the amounts reported. For example, increasing the
assumed health care cost trend rates by one percentage point in each year would
increase the net postretirement benefit cost for 1995 by $177,000 and the
accumulated postretirement benefit obligation as of October 29, 1995 by
$1,238,000.
RETIREMENT PLANS -- The parent company and certain subsidiaries have funded
contributory retirement plans covering certain employees. The Company's
contributions are primarily determined by the terms of the plans subject to the
limitation that they shall not exceed the amounts deductible for income tax
purposes. The Company also sponsors an unfunded contributory supplemental
retirement plan for certain employees. Generally, benefits under these plans
vest gradually over a period of approximately five years from date of
employment, and are based on the employee's contribution. The expense
applicable to retirement plans for 1995, 1994 and 1993 was approximately
$2,392,000, $2,423,000 and $1,988,000, respectively.
Note 4 -- Incentive compensation plan
The Company has an incentive compensation plan for executive officers.
Participants in the plan and payments under the plan are approved by a committee
appointed by the Board of Directors. Members of the committee are directors and
are not active officers of the Company. Amounts paid under the plan are based on
a percentage of the base salary of each participant. Compensation expense
attributable to the plan was $2,681,000 in 1995 ($2,238,000 in 1994 and
$1,557,000 in 1993).
27
<PAGE> 11
NORDSON CORPORATION -- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 5 -- Income taxes
Income tax expense includes the following:
<TABLE>
<CAPTION>
1995 1994 1993
- -----------------------------------------------------------
(In thousands)
<S> <C> <C> <C>
Current:
U.S. federal $18,114 $16,655 $12,825
State and local 3,259 2,726 2,684
Foreign 11,471 9,025 7,689
- -----------------------------------------------------------
Total current 32,844 28,406 23,198
Deferred:
U.S. federal (3,277) (2,346) (1,547)
State and local (390) (521) (140)
Foreign (1,211) (1,335) (38)
- -----------------------------------------------------------
Total deferred (4,878) (4,202) (1,725)
- -----------------------------------------------------------
$27,966 $24,204 $21,473
===========================================================
</TABLE>
The reconciliation of the United States statutory federal income tax rate to
the worldwide consolidated effective tax rate follows:
<TABLE>
<CAPTION>
1995 1994 1993
- ------------------------------------------------------------
<S> <C> <C> <C>
Statutory federal
income tax rate 35.0% 35.0% 34.8%
Foreign Sales Corporation
exemption (3.8) (3.7) (3.8)
Foreign tax rate variances,
net of foreign tax credits 1.5 1.0 1.7
State and local taxes, net
of federal income tax
benefit 2.1 2.0 2.7
Enacted rate changes -- -- (1.0)
Other - net (.1) (.1) .1
- ------------------------------------------------------------
Effective tax rate 34.7% 34.2% 34.5%
============================================================
</TABLE>
Earnings before income taxes of international operations were $21,734,000,
$17,149,000 and $16,884,000 in 1995, 1994 and 1993, respectively. Deferred
income taxes are not provided on undistributed earnings of international
subsidiaries which are intended to be permanently invested in those operations.
These undistributed earnings aggregated approximately $34,078,000 and
$22,515,000 at October 29, 1995 and October 30, 1994, respectively. Should
these earnings be distributed, applicable foreign tax credits would
substantially offset U.S. taxes due upon the distribution.
Significant components of the Company's deferred tax assets and liabilities are
as follows:
<TABLE>
<CAPTION>
1995 1994
- -------------------------------------------------------------------------
(In thousands)
<S> <C> <C>
Deferred tax assets:
Sales to international subsidiaries and
related consolidation adjustments $15,932 $14,185
Employee benefits 11,331 9,548
Other accruals not currently deductible
for taxes 6,040 5,037
Inventory adjustments 1,185 1,113
Translation of foreign currency
accounts 1,238 1,266
Other - net 643 344
- -------------------------------------------------------------------------
Total deferred tax assets 36,369 31,493
Deferred tax liabilities:
Depreciation 3,216 3,216
Other - net 187 119
- -------------------------------------------------------------------------
Total deferred tax liabilities 3,403 3,335
- -------------------------------------------------------------------------
Net deferred tax assets $32,966 $28,158
=========================================================================
</TABLE>
Note 6 -- Acquisitions
Business acquisitions have been accounted for as purchases, with the acquired
assets and liabilities recorded at their estimated fair value at the dates of
acquisition. The cost in excess of the net assets of the business acquired is
included in intangible assets.
In March 1995, the Company acquired a European manufacturer of adhesive
application equipment. During 1994, the Company acquired two U.S. manufacturers
of equipment used in the coating application process. The cost of acquisitions
amounted to $4,762,000 in 1995 and $4,533,000 in 1994. Operating results of
these acquisitions are included in the consolidated statement of income from the
respective dates of acquisition. Assuming the acquisitions had taken place at
the beginning of 1995 and 1994, pro forma results for 1995 and 1994,
respectively, would not be materially different.
28
<PAGE> 12
Note 7 -- Leases
The Company has lease commitments expiring at various dates, principally for
warehouse and office space, automobiles and office equipment. Most leases
contain renewal options and some contain purchase options.
The Company has an operating lease for office and manufacturing space owned by a
partnership in which the Company is a partner. The lease ends in 2010 and
contains a renewal option and an option to purchase the property at fair market
value in 2000. Monthly rentals range from $57,000 to $98,000 and approximate
market rates.
Rent expense for all operating leases was approximately $10,581,000 in 1995,
$9,103,000 in 1994 and $8,740,000 in 1993.
Assets held under capitalized leases are included in property, plant and
equipment as follows:
<TABLE>
<CAPTION>
1995 1994
- ------------------------------------------------------------
(In thousands)
<S> <C> <C>
Transportation equipment $11,522 $ 9,797
Other 2,526 3,347
- ------------------------------------------------------------
Total capitalized leases 14,048 13,144
Accumulated amortization (6,078) (5,852)
- ------------------------------------------------------------
Net capitalized leases $ 7,970 $ 7,292
============================================================
</TABLE>
At October 29, 1995, future minimum lease payments under non-cancelable
capitalized and operating leases are as follows:
<TABLE>
<CAPTION>
CAPITALIZED OPERATING
LEASES LEASES
- ------------------------------------------------------------
(In thousands)
<S> <C> <C>
Fiscal Year Ending:
1996 $ 4,844 $ 9,092
1997 3,678 7,458
1998 2,048 5,716
1999 329 2,948
2000 23 2,557
Later years 18 14,348
- ------------------------------------------------------------
Total minimum lease payments 10,940 $42,119
========
Less amount representing
executory costs 1,321
- ----------------------------------------------
Net minimum lease payments 9,619
Less amount representing interest 1,642
- ----------------------------------------------
Present value of net minimum
lease payments 7,977
Less current portion 3,506
- ----------------------------------------------
Long-term obligations at
October 29, 1995 $ 4,471
==============================================
</TABLE>
Note 8 -- Notes payable
Bank lines of credit and notes payable are summarized as follows:
<TABLE>
<CAPTION>
1995 1994
- ------------------------------------------------------------
(In thousands)
<S> <C> <C>
Available bank lines of credit:
Domestic banks $ 29,000 $ 35,500
Foreign banks 108,695 84,264
- ------------------------------------------------------------
Total $137,695 $119,764
- ------------------------------------------------------------
Notes payable:
Domestic bank debt $ 9,600 $ 8,401
Foreign bank debt 33,597 17,916
Other -- 600
- ------------------------------------------------------------
Total $ 43,197 $ 26,917
============================================================
Weighted average interest rate
on notes payable 5.3% 5.0%
Unused bank lines of credit $ 94,498 $ 93,447
============================================================
</TABLE>
Lines of credit obtained by the Company can generally be withdrawn at the option
of the banks and do not require material compensating balances or commitment
fees. Amounts due to foreign banks are payable primarily in Japanese yen, German
marks, French francs and Italian lira.
29
<PAGE> 13
NORDSON CORPORATION -- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 9 -- Long-term debt
The long-term debt of the Company is as follows:
<TABLE>
<CAPTION>
1995 1994
- ------------------------------------------------------------
(In thousands)
<S> <C> <C>
Industrial revenue bonds --
City of Westlake, Ohio $ 5,950 $ 6,800
Industrial revenue bonds--
Gwinnett County, Georgia 6,000 6,000
Guarantee of ESOP obligation 721 2,001
State of Ohio loan 385 485
6.20% Note, payable in one
installment due September 1996 649 --
4.70% Note, payable in semi-
annual installments of
$100,000 through June 1997 401 606
5.50% Mortgage note, payable in
semi-annual installments of
$59,000 through June 1998 354 435
5.33% Mortgage note, payable in
semi-annual installments of
$175,000 through June 1996 350 645
5.50% Mortgage note, payable in
semi-annual installments of
$56,000 through June 1998 336 413
6.40% Note, payable in monthly
installments of $3,000 through
June 2002 233 --
5.75% Note, payable in semi-
annual installments of
$59,000 through December 1996 177 274
Other (primarily foreign currency
borrowings) 66 21
- ------------------------------------------------------------
15,622 17,680
Less current maturities 2,959 2,468
- ------------------------------------------------------------
Total $12,663 $15,212
============================================================
</TABLE>
INDUSTRIAL REVENUE BONDS -- CITY OF WESTLAKE, OHIO -- These bonds were issued
in connection with the construction of the Company's world headquarters in
Westlake, Ohio. The bonds are due in annual installments of $850,000 extending
through 2002 with interest payable quarterly. The tax-free interest rate varies
weekly and was 4.00 percent at October 29, 1995. The bonds are secured by a
$6,205,000 standby letter of credit.
INDUSTRIAL REVENUE BONDS -- GWINNETT COUNTY, GEORGIA -- These bonds were issued
in connection with the acquisition and renovation of the Norcross Manufacturing
Facility in Gwinnett County, Georgia. These bonds are due in annual installments
of $600,000 beginning in 2000 and extending through 2009 with interest payable
quarterly. The tax-free interest rate varies weekly and was 3.95 percent at
October 29, 1995. The bonds are secured by a $6,300,000 standby letter of
credit.
GUARANTEE OF ESOP OBLIGATION -- The Company's Employee Stock Ownership Plan
(ESOP) has borrowed under a $10,000,000 revolving credit agreement. Since the
Company has unconditionally guaranteed the repayment of the ESOP's borrowings,
the loans are reported as long-term debt on the consolidated balance sheet. A
corresponding amount of deferred stock-based compensation is also charged to
shareholders' equity and subsequently credited when shares pledged as collateral
for the loans are released for allocation to plan participants. The obligation
is payable in annual installments of $360,000 through 1997 with interest payable
quarterly. Interest resets periodically at a rate approximately 20 percent below
generally available taxable rates (5.20 percent at October 29, 1995). The ESOP
will repay the loans plus interest using Company contributions and dividends
received on the shares of common stock that have not been allocated to plan
participants.
STATE OF OHIO LOAN -- This loan was issued for the construction of a sales and
demonstration facility in Amherst, Ohio. The loan is payable in annual
installments of $100,000 through 1998, with the final installment of $85,000 due
in 1999. Interest is payable quarterly at a fixed rate of 5.00 percent. The loan
is secured by a $585,000 standby letter of credit.
MORTGAGE AND OTHER NOTES PAYABLE -- The mortgage and other notes are payable
primarily in German marks. Assets with a net book value of $7,031,000 have been
pledged as security for certain notes.
ANNUAL MATURITIES -- The annual maturities of long-term debt for the five years
subsequent to October 29, 1995 are as follows: $2,959,000 in 1996, $1,835,000 in
1997, $1,214,000 in 1998, $969,000 in 1999, and $885,000 in 2000.
30
<PAGE> 14
Note 10 -- Financial instruments
The carrying amounts and fair values of the Company's financial instruments,
other then receivables and accounts payable, are as follows:
<TABLE>
<CAPTION>
CARRYING FAIR
AMOUNT VALUE
- ------------------------------------------------------------
(In thousands)
<S> <C> <C>
1995:
Cash and cash equivalents $ 359 $ 359
Marketable securities 1,225 1,227
Notes payable (43,197) (43,197)
Long-term debt (15,622) (15,556)
Forward exchange contracts 282 110
============================================================
1994:
Cash and cash equivalents $ 4,578 $ 4,578
Marketable securities 6,486 6,493
Notes payable (26,917) (26,917)
Long-term debt (17,680) (16,280)
Forward exchange contracts (873) (882)
============================================================
</TABLE>
The following methods and assumptions were used by the Company in estimating
the fair value of financial instruments:
- Cash, cash equivalents and notes payable are valued at their carrying
amounts due to the relatively short period to maturity of the
instruments.
- Marketable securities are valued at quoted market prices.
- Long-term debt is valued by discounting future cash flows at currently
available taxable rates for borrowing arrangements with similar terms and
conditions.
- The fair value of forward exchange contracts is estimated using quoted
exchange rates of comparable contracts. The carrying amounts are included
in receivables.
At October 29, 1995, the Company had issued $5,290,000 of guarantees to support
the term borrowing facilities of an unconsolidated affiliate. The fair value of
these guarantees is not material.
The Company operates internationally and enters into transactions denominated in
foreign currencies. As a result, the Company is subject to the transaction
exposures that arise from exchange rate movements between the dates foreign
currency transactions are recorded and the dates they are consummated. The
Company enters into foreign currency forward exchange contracts to reduce these
risks, and not for trading purposes. The maturities of these contracts are
generally less than one year and usually less than 90 days. The contracts
require the Company to buy or sell foreign currencies, usually in exchange for
U.S. dollars. The following table summarizes, by currency, the contractual
amounts of the Company's forward exchange contracts at October 29, 1995:
<TABLE>
<CAPTION>
SELL BUY
- ------------------------------------------------------------
(In thousands)
<S> <C> <C>
Contract amount:
German marks $25,265 $ 2,521
Japanese yen 25,030 10,861
French francs 6,152 --
Pound sterling 5,019 2,759
Other 14,030 3,960
- ------------------------------------------------------------
Total $75,496 $20,101
============================================================
</TABLE>
The Company is exposed to credit-related losses in the event of non-performance
by counterparties to financial instruments. The Company deposits cash and enters
into forward exchange contracts with major banks throughout the world and
invests in securities with strong credit ratings. The Company's customers
represent a wide variety of industries and geographic regions. As of October 29,
1995, there were no significant concentrations of credit risk.
Note 11 -- Capital shares
PREFERRED -- The Company has authorized 10,000,000 Series A convertible
preferred shares without par value. No preferred shares were outstanding in
1995, 1994 or 1993.
COMMON -- The Company has 80,000,000 authorized common shares without par
value. In March 1992, the shareholders adopted an amendment to the Company's
articles of incorporation which, when filed with the State of Ohio, would
increase the number of authorized common shares to 160,000,000. During 1995,
1994 and 1993, there were 24,506,000 common shares issued. At October 29, 1995
and October 30, 1994, the number of outstanding common shares, net of treasury
shares, was 18,006,000 and 18,399,000, respectively. Treasury shares are
reissued using the first-in, first-out method.
31
<PAGE> 15
NORDSON CORPORATION -- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 12 -- Company stock plans
LONG-TERM PERFORMANCE PLAN -- The Company's long-term performance plan, adopted
in 1993, provides for the granting of stock options, stock appreciation rights,
restricted stock, stock purchase rights, stock equivalent units, cash awards,
and other stock or performance-based incentives. The number of common shares
available for grant of awards is 3.0 percent of the number of common shares
outstanding as of the first day of each fiscal year, plus up to an additional
0.5 percent, consisting of shares available, but not granted, in prior years. At
the beginning of fiscal 1996, there were 630,000 shares available for grant in
1996.
STOCK OPTIONS -- The Company may grant non-qualified or incentive stock options
to employees and directors of the Company. The exercise price of outstanding
stock options is the fair market value of the common shares at the date of
grant. Generally, the options may be exercised after one year from the date of
grant at a rate not exceeding 25 percent per year and the options expire 10
years from the date of grant. Vesting accelerates upon the occurrence of events
which involve or may result in a change of control of the Company.
No charges have been made against income in accounting for stock options. Tax
benefits arising from the exercise of non-qualified stock options are
recognized when realized and credited to capital in excess of stated value.
Summarized transactions are as follows:
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
EXERCISE
NUMBER OF PRICE
OPTIONS PER SHARE
- ------------------------------------------------------------
<S> <C> <C>
Outstanding at November 1, 1992 1,213,491 $24.94
Granted 302,020 $46.32
Exercised (133,266) $19.21
Forfeited (7,544) $29.81
- ------------------------------------------------------------
Outstanding at October 31, 1993 1,374,701 $30.16
Granted 317,600 $53.50
Exercised (151,117) $21.31
Forfeited (19,206) $38.63
- ------------------------------------------------------------
Outstanding at October 30, 1994 1,521,978 $35.81
Granted 426,161 $57.69
Exercised (64,651) $29.40
Forfeited (19,402) $47.91
- ------------------------------------------------------------
Outstanding at October 29, 1995 1,864,086 $40.91
============================================================
Exercisable at October 29, 1995 1,006,685 $30.01
============================================================
</TABLE>
STOCK APPRECIATION RIGHTS -- The Company may grant stock appreciation rights to
employees. A stock appreciation right provides for a payment equal to the
excess of the fair market value of a common share when the right is exercised,
over its value when the right was granted. There were no stock appreciation
rights outstanding during 1995, 1994 and 1993.
Limited stock appreciation rights that become exercisable upon the occurrence
of events which involve or may result in a change of control of the Company
have been granted with respect to 1,805,000 shares.
RESTRICTED STOCK -- The Company may grant restricted stock to employees. These
shares may not be disposed of for a designated period of time defined at the
date of grant and are to be returned to the Company if the recipient's
employment terminates during the restriction period. As shares are issued,
deferred stock-based compensation equivalent to the market value on the date of
grant is charged to shareholders' equity and subsequently amortized over the
restriction period. Net amortization was $303,000 in 1995 ($443,000 in 1994 and
$876,000 in 1993). Tax benefits arising from the lapse of restrictions on the
stock are recognized when realized and credited to capital in excess of stated
value. In 1995, there were 3,600 restricted shares granted (8,400 in 1994 and
8,850 in 1993) and 400 restricted shares forfeited (0 in 1994 and 200 in 1993).
EMPLOYEE STOCK PURCHASE RIGHTS -- The Company may grant stock purchase rights to
employees. These rights permit eligible employees to purchase a limited number
of common shares at a discount from fair market value. No stock purchase rights
were outstanding during 1995. In 1994, there were 183,328 common shares
purchased at an average price of $44.74 per share. In 1993, there were 106,550
common shares purchased at an average price of $35.25 per share.
EMPLOYEE STOCK OWNERSHIP PLAN -- The Company sponsors a leveraged Employee Stock
Ownership Plan (ESOP) covering all domestic employees. Company contributions are
discretionary and funded annually by a combination of cash and shares of the
Company's common stock. Suspense shares are committed to be released as the
ESOP's debt is repaid. Allocations to the participants' accounts are made on
December 31 on the basis of their compensation for the year. Each participant
vests in his account at a rate of 20 percent per year from date of employment.
Distribution of a participant's account occurs at retirement, death, or
termination of employment.
32
<PAGE> 16
ESOP compensation expense was $2,411,000 in 1995 ($1,642,000 in 1994 and
$1,681,000 in 1993). Contributions to the plan were $1,795,000, $1,567,000 and
$2,068,000 in 1995, 1994 and 1993, respectively. The number of ESOP shares
outstanding is as follows:
<TABLE>
<CAPTION>
1995 1994
- ------------------------------------------------------------
<S> <C> <C>
Allocated shares 426,424 384,231
Committed-to-be-released shares 2,324 7,411
Suspense shares 13,721 47,335
- ------------------------------------------------------------
Total ESOP shares 442,469 438,977
============================================================
</TABLE>
SHAREHOLDER RIGHTS PLAN -- In August 1988, the Board of Directors declared a
dividend of one common share purchase right for each common share outstanding
on September 9, 1988. Rights are also distributed with common shares issued by
the Company after that date. The rights may only be exercised if a party
acquires 20 percent or more of the Company's common shares, makes a tender
offer for at least 20 percent of the Company's common shares, or is declared to
be an "adverse person." The exercise price of each right is $100 per share. The
rights trade with the shares until the rights become exercisable.
If a party acquires at least 25 percent of the Company's common shares, is
declared to be an "adverse person," or attempts a "control share acquisition"
without complying with Ohio law, or if an acquiring party engages in certain
self-dealing actions ("flip-in" events), each right then becomes the right to
purchase two common shares of the Company for $.50 per share. In the event the
Company is acquired in a merger or other business combination ("flip-over"
events), each right entitles its holder to purchase, for $1, shares of the
surviving company having a market value equal to two common shares of Nordson.
The rights may be redeemed by the Company at a price of $.01 per right at any
time prior to the earlier of the "flip-in" or "flip-over" events, or expiration
of the rights on September 9, 1998.
SHARES RESERVED FOR FUTURE ISSUANCE -- At October 29, 1995, there were
43,159,000 shares reserved for future issuance through the exercise of
outstanding options or rights, including 40,777,000 shares under the shareholder
rights plan.
Note 13 -- Details of balance sheet
<TABLE>
<CAPTION>
1995 1994
- ------------------------------------------------------------
(In thousands)
<S> <C> <C>
Receivables:
Accounts $124,991 $105,336
Notes 22,032 14,699
Other 3,231 2,941
- ------------------------------------------------------------
150,254 122,976
Allowance for doubtful accounts (3,408) (2,903)
- ------------------------------------------------------------
$146,846 $120,073
============================================================
Inventories:
Finished goods $ 42,246 $ 33,919
Work-in-process 14,355 10,579
Raw materials and finished parts 53,597 49,117
- ------------------------------------------------------------
$110,198 $ 93,615
============================================================
Property, plant and equipment:
Land $ 3,210 $ 3,688
Land improvements 2,267 2,358
Buildings 55,525 52,175
Machinery and equipment 92,744 81,735
Construction-in-progress 20,501 14,511
Leased property under
capitalized leases 14,048 13,144
- ------------------------------------------------------------
188,295 167,611
Accumulated depreciation
and amortization (88,796) (78,956)
- ------------------------------------------------------------
$ 99,499 $ 88,655
============================================================
Intangibles:
Costs in excess of net assets of
acquired businesses $ 44,191 $ 39,124
Other 2,967 2,054
- ------------------------------------------------------------
47,158 41,178
Accumulated amortization (15,390) (11,278)
- ------------------------------------------------------------
$ 31,768 $ 29,900
============================================================
Accrued liabilities:
Salaries and other compensation $ 24,475 $ 21,173
Pension and retirement 3,178 8,119
Taxes other than income taxes 4,118 3,143
Other 26,625 16,148
- ------------------------------------------------------------
$ 58,396 $ 48,583
============================================================
</TABLE>
33
<PAGE> 17
NORDSON CORPORATION -- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 14 -- Industry segment and geographic area data
INDUSTRY SEGMENT DATA -- The Company operates in one industry segment which
engages in developing, manufacturing and marketing industrial application
equipment. This equipment is used to apply adhesives, sealants, and liquid and
powder coatings to a broad range of consumer and industrial products during
manufacturing operations.
GEOGRAPHIC AREA DATA -- Financial data by geographic area is presented before
elimination of intercompany transactions. Geographic transfers are generally
accounted for at prices which approximate arm's-length wholesale market prices.
Operating profit equals sales less operating expenses. In computing operating
profit, none of the following has been added or deducted: general corporate
expenses, other income (expense) and provision for income taxes.
Identifiable assets are those assets used in the operations of each geographic
area. Corporate assets are principally cash and cash equivalents, marketable
securities, and property, plant and equipment maintained for general corporate
purposes.
No single customer accounted for more than 5.0 percent of sales in 1995, 1994
or 1993.
Export sales for 1995 were $174,957,000, ($151,903,000 in 1994 and $132,162,000
in 1993) and were principally made to foreign subsidiaries.
The following table summarizes the Company's operations within geographic
areas:
<TABLE>
<CAPTION>
1995 1994 1993
- ------------------------------------------------------------
(In thousands)
<S> <C> <C> <C>
Sales to unaffiliated
customers:
United States $231,089 $213,445 $185,877
Europe 201,894 167,555 166,927
Japan 87,201 74,493 64,871
Other* 61,260 51,199 43,882
- ------------------------------------------------------------
581,444 506,692 461,557
Transfers between
geographic areas:
United States 146,498 126,228 109,020
Europe 13,587 9,817 7,694
Japan 332 224 262
Other* 946 627 354
Eliminations (161,363) (136,896) (117,330)
- ------------------------------------------------------------
Total sales $581,444 $506,692 $461,557
============================================================
Operating profit:
United States $ 89,132 $ 79,917 $ 68,007
Europe 15,433 14,722 14,610
Japan 9,438 6,464 6,497
Other* 3,778 3,580 2,229
Eliminations (2,362) (3,031) 1,337
- ------------------------------------------------------------
Geographic
operating profit 115,419 101,652 92,680
General corporate
expenses (31,475) (27,248) (25,306)
Other expense (3,302) (3,546) (5,126)
- ------------------------------------------------------------
Income before
income taxes and
cumulative effect
of accounting
changes $ 80,642 $ 70,858 $ 62,248
============================================================
Identifiable assets:
United States $202,185 $173,824 $159,798
Europe 142,156 115,792 112,892
Japan 57,573 53,933 47,176
Other* 33,034 28,254 21,541
Corporate 14,122 20,576 32,140
Eliminations (14,360) (11,435) (15,577)
- ------------------------------------------------------------
Total assets $434,710 $380,944 $357,970
============================================================
<FN>
* Includes Canada, Latin America and the Pacific Rim.
</TABLE>
34
<PAGE> 18
Note 15 -- Supplemental information for the
statement of cash flows
<TABLE>
<CAPTION>
1995 1994 1993
- ------------------------------------------------------------
(In thousands)
<S> <C> <C> <C>
Cash operating activities:
Interest paid $ 4,496 $ 4,445 $ 6,351
Income taxes paid 31,099 32,373 19,355
============================================================
Noncash investing and financing activities:
Capitalized lease
obligations incurred $ 5,426 $ 3,938 $ 4,670
Capitalized lease
obligations terminated 990 969 1,250
Shares acquired and
issued through
exercise of stock
options 1,118 4,873 3,613
============================================================
Noncash assets and liabilities
of businesses acquired:
Working capital $ 868 $ (115) $ (406)
Property, plant and
equipment 601 185 --
Intangibles and other 3,408 4,173 861
Long-term debt and
other liabilities (243) (310) --
- ------------------------------------------------------------
$ 4,634 $ 3,933 $ 455
============================================================
</TABLE>
Note 16 -- Quarterly financial data (unaudited)
<TABLE>
<CAPTION>
QUARTER*
- ------------------------------------------------------------
FIRST SECOND THIRD FOURTH
- ------------------------------------------------------------
(In thousands except for per share amounts)
<S> <C> <C> <C> <C>
1995:
Sales $123,477 $143,075 $155,152 $159,740
Cost of sales 52,106 59,364 66,318 67,799
Net income 8,941 12,693 14,847 16,195
Earnings per share $ .48 $ .68 $ .80 $ .88
============================================================
1994:
Sales $104,680 $121,502 $133,438 $147,072
Cost of sales 41,405 50,792 56,658 64,011
Net income 7,796 10,754 13,118 14,986
Earnings per share $.41 $.56 $.69 $.79
============================================================
* Domestic operations report earnings using four 13-week quarters. International
subsidiaries report earnings using calendar quarters.
</TABLE>
35
<PAGE> 19
EXHIBIT 13(g)
Report of Independent Auditors
The Board of Directors and Shareholders
Nordson Corporation
We have audited the accompanying consolidated balance sheet of Nordson
Corporation as of October 29, 1995 and October 30, 1994, and the related
consolidated statements of income, shareholders' equity and cash flows for each
of the three years in the period ended October 29, 1995. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Nordson
Corporation at October 29, 1995 and October 30, 1994, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended October 29, 1995 in conformity with generally accepted accounting
principles.
As discussed in Note 2 to the consolidated financial statements, in fiscal 1993
the Company changed its method of accounting for post-retirement benefits other
than pensions, postemployment benefits, and income taxes.
/s/ Ernst & Young LLP
Cleveland, Ohio
December 5, 1995
35
<PAGE> 20
Exhibit 13(h)
NORDSON CORPORATION -- ELEVEN-YEAR SUMMARY
<TABLE>
<CAPTION>
1995 1994 1993(d)
(In thousands of dollars except for per share amounts)
<S> <C> <C> <C>
OPERATING DATA (a)
Sales $581,444 506,692 461,557
- ------------------------------------------------------------------------------------------------
Cost of sales $245,587 212,866 191,575
% of sales 42 42 42
- ------------------------------------------------------------------------------------------------
Selling and administrative expenses $251,913 219,422 202,608
% of sales 43 43 44
- ------------------------------------------------------------------------------------------------
Operating profit $83,944 74,404 67,374
% of sales 14 15 15
- ------------------------------------------------------------------------------------------------
Income from continuing operations $52,676 46,654 40,775
% of sales 9 9 9
- ------------------------------------------------------------------------------------------------
Income before cumulative effect of accounting changes $52,676 46,654 40,775
% of sales 9 9 9
- ------------------------------------------------------------------------------------------------
Net income $52,676 46,654 35,991
% of sales 9 9 8
================================================================================================
FINANCIAL DATA (a)
Working capital $130,562 126,996 125,391
- ------------------------------------------------------------------------------------------------
Net property, plant and equipment and other non-current assets $148,769 130,637 116,298
- ------------------------------------------------------------------------------------------------
Total invested capital $279,331 257,633 241,689
- ------------------------------------------------------------------------------------------------
Total assets $434,710 380,944 357,970
- ------------------------------------------------------------------------------------------------
Long-term obligations $48,001 45,209 45,284
- ------------------------------------------------------------------------------------------------
Shareholders' equity $231,330 212,424 196,405
- ------------------------------------------------------------------------------------------------
Return on average invested capital-- % (b) 21 20 19
- ------------------------------------------------------------------------------------------------
Return on average shareholders' equity-- % (c) 24 24 23
================================================================================================
PER SHARE DATA (a)
Earnings per share:
Continuing operations $2.84 2.45 2.13
Income before cumulative effect of accounting changes $2.84 2.45 2.13
Net income $2.84 2.45 1.88
- ------------------------------------------------------------------------------------------------
Dividends per common share $.64 .56 .48
- ------------------------------------------------------------------------------------------------
Book value per common share $12.85 11.55 10.49
- ------------------------------------------------------------------------------------------------
Common shares and common share equivalents (000s) 18,577 19,067 19,184
================================================================================================
<FN>
(a) See accompanying Notes to Consolidated Financial Statements.
(b) Income before cumulative effect of accounting changes plus interest on long-term obligations net of income taxes, as a
percentage of total assets less current liabilities.
(c) Income before cumulative effect of accounting changes, as a percentage of shareholders' equity.
</TABLE>
36
<PAGE> 21
<TABLE>
<CAPTION>
1992 1991 1990(e) 1989 1988 1987 1986(e) 1985
<S> <C> <C> <C> <C> <C> <C> <C>
425,618 387,962 344,904 282,098 245,028 205,175 168,693 140,005
- -----------------------------------------------------------------------------
168,437 158,885 154,653 116,588 96,771 81,604 74,494 65,975
40 41 45 41 40 40 44 47
- -----------------------------------------------------------------------------
189,887 170,814 140,450 112,716 99,039 84,106 71,726 58,352
45 44 41 40 40 41 43 42
- -----------------------------------------------------------------------------
67,294 58,263 49,801 52,794 49,218 39,465 22,473 15,678
16 15 14 19 20 19 13 11
- -----------------------------------------------------------------------------
39,537 33,787 29,346 34,187 31,583 24,707 13,834 9,714
9 9 9 12 13 12 8 7
- -----------------------------------------------------------------------------
39,537 33,787 29,346 34,187 31,583 24,707 13,834 9,714
9 9 9 12 13 12 8 7
- -----------------------------------------------------------------------------
39,537 33,787 29,346 34,187 31,583 24,707 13,834 9,714
9 9 9 12 13 12 8 7
=============================================================================
105,138 87,004 66,093 53,834 64,040 80,528 61,108 50,920
- -----------------------------------------------------------------------------
114,461 103,015 95,599 79,383 43,075 37,835 37,076 34,820
- -----------------------------------------------------------------------------
219,599 190,019 161,692 133,217 107,115 118,363 98,184 85,740
- -----------------------------------------------------------------------------
346,297 296,930 269,523 235,551 162,912 164,212 133,981 113,240
- -----------------------------------------------------------------------------
41,879 37,305 31,318 26,299 18,006 17,158 16,406 13,361
- -----------------------------------------------------------------------------
177,720 152,714 130,374 106,918 89,109 101,205 81,778 72,379
- -----------------------------------------------------------------------------
20 21 21 29 29 23 16 11
- -----------------------------------------------------------------------------
24 25 25 35 33 27 18 13
=============================================================================
2.03 1.77 1.52 1.76 1.55 1.17 .67 .43
2.03 1.77 1.52 1.76 1.55 1.17 .67 .43
2.03 1.77 1.52 1.76 1.55 1.17 .67 .43
- -----------------------------------------------------------------------------
.44 .40 .36 .32 .28 .24 .23 .22
- -----------------------------------------------------------------------------
9.48 8.14 6.94 5.69 4.66 4.89 3.97 3.43
- -----------------------------------------------------------------------------
19,471 19,093 19,266 19,386 20,340 21,040 20,752 22,488
=============================================================================
<FN>
(d) In 1993, the Company adopted Statements of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions," No. 109, "Accounting for Income Taxes," and No. 112, "Employers' Accounting for Postemployment
Benefits." Prior years have not been restated.
(e) The Company adopted Statement of Financial Accounting Standards No. 87, "Employers' Accounting for Pensions," for its domestic
plans in 1986 and for its significant foreign plans in 1990. Prior years have not been restated.
</TABLE>
37
<PAGE> 22
NORDSON CORPORATION -- SHAREHOLDER INFORMATION
DIVIDEND INFORMATION AND PRICE RANGE
PER COMMON SHARES
Following is a summary of dividends paid per common share, the range of market
prices, and average price-earnings ratios with
respect to common shares, during each quarter of 1995 and 1994.
The price-earnings ratios reflect average market prices relative to trailing
four-quarter earnings.
<TABLE>
<CAPTION>
COMMON STOCK PRICE PRICE-
FISCAL DIVIDEND ------------------ EARNINGS
QUARTERS PAID HIGH LOW RATIO
- -----------------------------------------------------------
<S> <C> <C> <C> <C>
1995:
First $ .16 $61.00 $52.00 22.4
Second .16 59.25 53.75 21.4
Third .16 57.75 54.50 20.4
Fourth .16 59.50 54.75 20.1
1994:
First $ .14 $57.25 $48.25 24.1
Second .14 63.00 56.00 26.0
Third .14 58.75 53.25 23.8
Fourth .14 61.00 54.50 23.6
</TABLE>
STOCK LISTING INFORMATION
Nordson stock is traded on The Nasdaq Stock Market's National Market under the
symbol NDSN.
40
<PAGE> 1
Exhibit 21
NORDSON CORPORATION
SUBSIDIARIES OF THE REGISTRANT
The following table sets forth the subsidiaries of the
Registrant (each of which is included in the Registrant's consolidated
financial statements), and the jurisdiction under the laws of which each
subsidiary was organized.
<TABLE>
<CAPTION>
Jurisdiction of
Incorporation Name
- --------------- ----
INTERNATIONAL:
- -------------
<S> <C>
Australia Nordson Australia Pty. Limited
Austria Nordson GbmH
Belgium Nordson Belgium N.V.
Brazil Nordson do Brasil Industria e
Comercio Ltda.
Canada Nordson Canada, Limited
China Nordson (China) Co., Ltd.
Colombia Nordson Andina Ltda.
Czech Republic Nordson CS, spol.s.r.o.
Denmark Nordson Danmark A/S
Finland Nordson Finland Oy
France Nordson France S.A.
Germany Nordson Engineering GmbH
Germany Nordson Deutschland GmbH (1)
Hong Kong Nordson Application Equipment, Inc.
Italy Nordson Finishing S.r.l.
Italy Nordson Italia S.p.A (2)
Japan Nordson K.K.
Japan Nordson Engineering K.K.
Korea Nordson Sang San Ltd. (3)
Malaysia Nordson (Malaysia) Sdn. Bhd. (4)
Mexico Nordson de Mexico, S.A. de C.V.
Netherlands Nordson European Distribution B.V.
Netherlands Nordson Nederland B.V.
Netherlands Nordson Walcom B.V.
Norway Nordson Norge A/S
Poland Nordson Polska Sp.z.o.o.
Portugal Nordson Portugal Equipamento
Industrial, Lda.
Russia Nordson Deutschland GmbH
Representative Office
Singapore Nordson S.E. Asia (Pte.) Ltd.
Spain Nordson Iberica, S.A.
Sweden Nordson Sverige AB
Switzerland Nordson (Schweiz) AG (5)
United Kingdom Nordson (U.K.) Limited
United States Virgin Islands Nordson FSC, Inc.
Vietnam Nordson Pacific Inc. Representative
Office
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
Jurisdiction of
Incorporation Name
- --------------- ----
DOMESTIC:
- --------
<S> <C>
California Slautterback Corporation
California Mountaingate Engineering, Inc.
Connecticut Electrostatic Technology, Inc.
Ohio Nordson Pacific, Inc.
Ohio Nordson U.S. Trading Company
<FN>
(1) Owned by Nordson Engineering GmbH and Nordson Corporation
(2) Owned by Nordson Finishing S.r.l.
(3) A 45%-owned joint venture accounted for on the equity method
(4) A 65%-owned joint venture
(5) Owned by Nordson Belgium S.A.
</TABLE>
<PAGE> 1
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We consent to the incorporation by reference in this Annual
Report (Form 10-K) of Nordson Corporation of our report dated December 5, 1995
included in the Annual Report to Shareholders of Nordson Corporation for the
year ended October 29, 1995.
We also consent to the incorporation by reference in the
Registration Statements (Forms S-8) listed below and the related prospectuses
of Nordson Corporation of our report dated December 5, 1995, with respect to
the consolidated financial statements of Nordson Corporation incorporated by
reference in this Annual Report (Form 10-K) for the year ended October 29,
1995:
- Nordson Corporation 1982 Amended and Restated Stock Appreciation
Rights Plan (No. 2-66776)
- Nordson Corporation 1979 Employees Stock Option Plan (No. 2-66776)
- Nordson Corporation 1982 Incentive Stock Option Plan (Nos. 2-82915
and 33-18279)
- Nordson Employees' Savings Trust Plan (No. 33-18309)
- Nordson Corporation 1989 Stock Option Plan (No. 33-32201)
- Nordson Hourly-Rated Employees' Savings Trust Plan (No. 33-33481)
- Nordson Corporation 1993 Long-Term Performance Plan (No. 33-67780)
- Nordson Corporation - Slautterback Corporation 401(k) Profit
Sharing Plan (No. 33-73522)
/s/ Ernst & Young LLP
Ernst & Young LLP
Cleveland, Ohio
January 26, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-29-1995
<PERIOD-END> OCT-29-1995
<CASH> 359
<SECURITIES> 1,225
<RECEIVABLES> 146,846
<ALLOWANCES> 3,408
<INVENTORY> 110,198
<CURRENT-ASSETS> 285,941
<PP&E> 188,295
<DEPRECIATION> 88,796
<TOTAL-ASSETS> 434,710
<CURRENT-LIABILITIES> 155,379
<BONDS> 0
<COMMON> 12,253
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 434,710
<SALES> 581,444
<TOTAL-REVENUES> 581,444
<CGS> 245,587
<TOTAL-COSTS> 245,587
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 979
<INTEREST-EXPENSE> 4,553
<INCOME-PRETAX> 80,642
<INCOME-TAX> 27,966
<INCOME-CONTINUING> 52,676
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 52,676
<EPS-PRIMARY> 2.84
<EPS-DILUTED> 2.84
</TABLE>
<PAGE> 1
Exhibit 99-a
For the purpose of complying with the amendments to the rules governing Form
S-8 (effective July 13, 1990) under the Securities Act of 1933, the undersigned
Registrant hereby undertakes as follows, which undertaking shall be
incorporated by reference into Registrant's Registration Statements on Form S-8
Nos. 33-32201 (1989 Stock Option Plan); 2-82915 and 33-18279 (1982 Incentive
Stock Option Plan); 33-20452 (1988 Employees Stock Purchase Plan); 33-20451
(1988 International Employees Stock Purchase Plan); 33-18309 (Employees Savings
Trust Plan); and 33-33481 (Hourly-Rated Employees Savings Trust Plan):
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
<PAGE> 1
Exhibit 99-b
For the purpose of complying with the amendments to the rules governing
Form S-8 under the Securities Act of 1933, the undersigned Registrant hereby
undertakes as follows, which undertaking shall be incorporated by reference
into Registrant's Registration Statement on Form S-8 No. 2-66776 (1979 Stock
Option Plan and 1982 Amended and Restated Stock Appreciation Rights Plan (now
entitled 1988 Amended and Restated Stock Appreciation Rights Plan)):
(a) That, for purposes of determining any liability under the
Securities Act of 1933 (the "Act"), each post-effective amendment to this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and that the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(b) To remove from registration by means of a post-effective
amendment of any of the securities being registered which remain unsold at the
termination of the offering.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceedings) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
<PAGE> 1
Exhibit 99-c
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
NORDSON EMPLOYEES' SAVINGS TRUST PLAN
(Full title of the Plan)
NORDSON CORPORATION
(Name of issuer of securities held pursuant to the Plan)
28601 Clemens Road
Westlake, Ohio 44145
(Address of principal executive office)
<PAGE> 2
In accordance with Rule 12d-21, the financial statements and
exhibits required by Form 11-K with respect to the Plan will be filed as an
amendment to the annual report within 180 days after the Plan's fiscal year
end.
Signature
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the Plan) have duly caused
this annual report to be signed by the undersigned thereunto duly authorized.
NORDSON CORPORATION
By: /s/ Nicholas D. Pellecchia
---------------------------------
Nicholas D. Pellecchia
Vice President-Finance and Controller
Nordson Corporation
Date: January 26, 1996
<PAGE> 1
Exhibit 99-d
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
NORDSON HOURLY-RATED EMPLOYEES' SAVINGS TRUST PLAN
(Full title of the Plan)
NORDSON CORPORATION
(Name of issuer of securities held pursuant to the Plan)
28601 Clemens Road
Westlake, Ohio 44145
(Address of principal executive office)
<PAGE> 2
In accordance with Rule 12d-21, the financial statements and exhibits
required by Form 11-K with respect to the Plan will be filed as an amendment to
the annual report within 180 days after the Plan's fiscal year end.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this
annual report to be signed by the undersigned thereunto duly authorized.
NORDSON CORPORATION
By: /s/ Nicholas D. Pellecchia
-------------------------------------
Nicholas D. Pellecchia
Vice President-Finance and Controller
Nordson Corporation
Date: January 26, 1996
