<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(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 of 26
<PAGE> 2
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 10-K dated
January 26, 1996 as set forth in the pages attached hereto:
Exhibit 99-c Form 11-K for Nordson Employees' Savings Trust Plan
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Item 9. Financial Statements and Exhibits.
- ------ ---------------------------------
(a) Financial Statements Page No.
-------------------- -------
Report of Independent Auditors 5
Statement of net assets available for benefits 6-7
Statement of changes in net assets available
for benefits 8
Notes to financial statements 9-13
(b) Exhibits
--------
Consent of Independent Auditors 14
Exhibit 99-d Form 11-K for Nordson Hourly-Rated Employees'
Savings Trust Plan
Item 9. Financial Statements and Exhibits.
- ------ ---------------------------------
(a) Financial Statements Page No.
-------------------- --------
Report of Independent Auditors 16
Statement of net assets available for benefits 17-18
Statement of changes in net assets available
for benefits 19
Notes to financial statements 20-25
(b) Exhibits
--------
Consent of Independent Auditors 26
</TABLE>
2
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
NORDSON CORPORATION
Date: June 27, 1996 --------------------------
Nicholas D. Pellecchia
Vice President-Finance &
Controller
3
<PAGE> 1
Exhibit 99(c)
NORDSON EMPLOYEES' SAVINGS TRUST PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
AND YEAR ENDED DECEMBER 31, 1995
with
REPORT OF INDEPENDENT AUDITORS
4
<PAGE> 2
REPORT OF INDEPENDENT AUDITORS
------------------------------
The Retirement Committee and Participants
Nordson Employees' Savings Trust Plan
We have audited the accompanying statements of net assets available for
benefits, with fund information of the Nordson Employees' Savings Trust Plan as
of December 31, 1995 and 1994, and the related statement of changes in net
assets available for benefits, with fund information for the year ended
December 31, 1995. These financial statements are the responsibility of the
plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits 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 net assets available for benefits of the Nordson
Employees' Savings Trust Plan at December 31, 1995 and 1994, and the changes in
its net assets available for benefits for the year ended December 31, 1995 in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
financial statements taken as a whole. The fund information in the statements
of net assets available for benefits and the statement of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the net assets available for benefits and changes in net assets
available for benefits of each fund. The fund information has been subjected to
the auditing procedures applied in our audits of the financial statements and,
in our opinion is fairly stated in all material respects in relation to the
financial statements taken as a whole.
Ernst & Young LLP
June 21, 1996
Cleveland, Ohio
5
<PAGE> 3
NORDSON EMPLOYEES' SAVINGS TRUST PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Money Investment Nordson
Market Contract Loan Stock Equity Bond
Fund Fund Fund Fund Fund Fund Total
-------- ----------- ---------- ----------- ----------- ---------- -----------
ASSETS
- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment in master
trust $921,133 $49,129,194 $2,780,814 $17,912,278 $13,074,411 $2,902,237 $86,720,067
Contributions receivable:
Employer 24,893 705,266 -- 814,833 256,348 56,922 1,858,262
Employee 2,895 23,817 -- 7,274 15,330 4,976 54,292
-------- ----------- ---------- ----------- ----------- ---------- -----------
Net assets available
for benefits $948,921 $49,858,277 $2,780,814 $18,734,385 $13,346,089 $2,964,135 $88,632,621
======== =========== ========== =========== =========== ========== ===========
</TABLE>
See accompanying notes.
6
<PAGE> 4
NORDSON EMPLOYEES' SAVINGS TRUST PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1994
<TABLE>
<CAPTION>
Money Investment Nordson
Market Contract Loan Stock Equity Bond
Fund Fund Fund Fund Fund Fund Total
------------ ------------ ----------- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investment in master
trust $ 585,893 $ 44,602,961 $ 2,598,752 $ 18,464,217 $ 7,740,480 $ 1,923,645 $ 75,915,948
Contributions receivable:
Employer 18,958 706,615 -- 738,402 194,429 51,407 1,709,811
Employee -- 10,272 -- 143 -- -- 10,415
Interfund receivables/
(payables) 79,093 1,023,597 -- (750,340) (401,745) 49,395 0
------------ ------------ ----------- ------------ ----------- ------------ ------------
683,944 46,343,445 2,598,752 18,452,422 7,533,164 2,024,447 77,636,174
LIABILITIES
Accounts payable (296) (272,050) -- (24,203) (8,729) (1,622) (306,900)
------------ ------------ ----------- ------------ ----------- ------------ ------------
Net assets available
for benefits $ 683,648 $ 46,071,395 $ 2,598,752 $ 18,428,219 $ 7,524,435 $ 2,022,825 $ 77,329,274
============ ============ =========== ============ =========== ============ ============
</TABLE>
See accompanying notes.
7
<PAGE> 5
<TABLE>
<CAPTION>
NORDSON EMPLOYEES' SAVINGS TRUST PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1995
Money Investment Nordson
Market Contract Loan Stock Equity Bond
Fund Fund Fund Fund Fund Fund Total
----------- ------------ ----------- ------------ ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net master trust
income(loss) $ 43,958 $ 3,337,271 $ 157,998 ($ 1,015,417) $ 3,028,535 $ 429,918 $ 5,982,263
Contributions:
Employer 26,698 690,430 -- 819,420 263,009 59,608 1,859,165
Employee 225,129 3,067,032 -- 1,913,630 1,089,913 267,563 6,563,267
----------- ------------ ----------- ------------ ------------ ----------- ------------
251,827 3,757,462 0 2,733,050 1,352,922 327,171 8,422,432
----------- ------------ ----------- ------------ ------------ ----------- ------------
Benefits and
withdrawal payments (18,574) (1,588,602) (30,148) (497,839) (572,886) (174,641) (2,882,690)
Fees and commissions (1,971) (142,834) -- (48,645) (22,610) (2,598) (218,658)
Interfund transfers (9,967) (1,576,415) 54,212 (864,983) 2,035,693 361,460 0
----------- ------------ ----------- ------------ ------------ ----------- ------------
(30,512) (3,307,851) 24,064 (1,411,467) 1,440,197 184,221 (3,101,348)
----------- ------------ ----------- ------------ ------------ ----------- ------------
Increase in
net assets available
for benefits 265,273 3,786,882 182,062 306,166 5,821,654 941,310 11,303,347
Net assets available
for benefits at
beginning of year 683,648 46,071,395 2,598,752 18,428,219 7,524,435 2,022,825 77,329,274
----------- ------------ ----------- ------------ ------------ ----------- ------------
Net assets available
for benefits at
end of year $ 948,921 $ 49,858,277 $ 2,780,814 $ 18,734,385 $ 13,346,089 $ 2,964,135 $ 88,632,621
=========== ============ =========== ============ ============ =========== ============
</TABLE>
See accompanying notes.
8
<PAGE> 6
NORDSON EMPLOYEES' SAVINGS TRUST PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
METHOD OF ACCOUNTING - Transactions of the Nordson Employees'
Savings Trust Plan (Plan) are accounted for using the accrual method.
MASTER TRUST INVESTMENT VALUATION - Investments in equity and
debt securities, traded on a national exchange and mutual funds are valued at
the market price on the last business day of the Plan year. Securities traded in
the over-the-counter market are valued at the mean between the last reported bid
and asked prices. Deposits under group annuity contracts are valued at the fair
value as reported by the insurance companies.
INCOME TAX STATUS - The Internal Revenue Service issued a
determination letter on June 20, 1995 advising that the Plan is qualified under
Section 401(a) of the Internal Revenue Code and the trust is, therefore, exempt
from federal income taxation under the provisions of Section 501(a).
EMPLOYEE TAXATION - Employee before tax contributions, Nordson
Corporation (Company) matching contributions, forfeitures allocated, and
earnings on the participant's account are not subject to tax until distributed
from the Plan. Distributions may also be subject to a 10% excise tax.
OTHER - Purchases and sales of securities are reflected on
their trade dates. Gains or losses on sales of securities are based on the
average cost of securities.
Interest is calculated and paid using money market interest
rates on late transfers of money between the various funds. This is done to
record the proper investment earnings within each fund.
USE OF ESTIMATES - The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
2. MASTER TRUST INVESTMENTS AND NET INVESTMENT INCOME
--------------------------------------------------
The assets of the Plan are commingled with the assets of the
Nordson Hourly-Rated Employees' Savings Trust Plan and Slautterback Corporation
401(k) Profit Sharing Plan in the Nordson Corporation Master Trust (Master
Trust). Investments of the Master Trust at December 31, 1995 and 1994 and
results of operations for the year ended December 31, 1995 are
as follows:
9
<PAGE> 7
NORDSON EMPLOYEES' SAVINGS TRUST PLAN
NOTES TO FINANCIAL STATEMENTS--CONTINUED
2. MASTER TRUST INVESTMENTS AND NET INVESTMENT INCOME
(continued)
<TABLE>
<CAPTION>
1995 1994
------------------------- -------------------------
Current Current
Cost Value Cost Value
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Common stock-
Nordson Corp. $14,392,620 $19,607,685 $13,129,614 $19,770,840
Commingled funds:
Bonds 3,037,132 3,114,835 2,342,774 2,163,764
Equity 12,375,705 13,954,953 7,123,578 8,318,633
Money market funds 1,038,800 1,038,800 912,779 912,779
Deposits under
group annuity
contracts 52,380,312 52,380,312 47,776,645 47,776,645
Loans to
participants 3,175,584 3,175,584 2,864,507 2,864,507
----------- ----------- ----------- -----------
86,400,153 93,272,169 74,149,897 81,807,168
Cash 389,931 389,931 (31,662) (31,662)
Dividends receivable-
Nordson Corp. 62,933 62,933 52,422 52,422
Interest receivable 321,644 321,644 313,486 313,486
----------- ----------- ----------- -----------
Investments $87,174,661 $94,046,677 $74,484,143 $82,141,414
=========== =========== =========== ===========
Interest income $ 3,823,899
Dividend income:
Nordson Corporation 222,025
Other 211,051
Net realized and unrealized
gains 2,311,618
-----------
Net investment income $ 6,568,593
===========
</TABLE>
The investments above are held by Wachovia Bank of North
Carolina, N.A. under a trust agreement with the Plan except for the Nordson
Stock Fund which is held at Key Trust Company of Ohio, N.A. The Company uses the
services of investment counselors, not in the employ of Wachovia Bank of North
Carolina, N.A., who have the authority to direct the purchase and sale of
securities.
The Nordson Employees' Savings Trust Plan's proportional share
of the above assets of $86,720,067 and $75,915,948 represent 92.2% and 92.4% of
the total Master Trust at December 31, 1995 and 1994, respectively, and its
proportional share of net investment income of $5,982,263 represents 91.1% of
the income from the Master Trust for the year ended December 31, 1995.
Group annuity contracts provide a stated rate of interest on
principal for a stated period of time. All group annuity contracts are accounted
for at contract value because they are fully benefit-responsive. In accordance
with Statement of Position 94-4, which the Plan adopted effective January 1,
1995, contract value equals fair value because no event has occurred that
affects the value of any contracts. The group annuity
10
<PAGE> 8
NORDSON EMPLOYEES' SAVINGS TRUST PLAN
NOTES TO FINANCIAL STATEMENTS--CONTINUED
2. MASTER TRUST INVESTMENTS AND NET INVESTMENT INCOME
-------------------------------------------------------------
(continued)
contracts are principally of the general account type and, as of December 31,
1995 and 1994, had a contract value of approximately $52.4 million and $47.8
million, respectively.
The weighted average yield for all group annuity contracts
(net of fees and expenses) was 7.2% in 1995 and 7.6% in 1994. The gross
crediting interest rate for all group annuity contracts was 7.5% at December 31,
1995 and 8.0% at December 31, 1994.
Realized and unrealized gain (loss) on investments held by the
Master Trust for the year ended December 31, 1995 consisted of the following
components:
<TABLE>
<CAPTION>
Nordson Other
Corporation Investments
Common Stock In Securities Total
------------ ------------- -----------
<S> <C> <C> <C>
Realized gain $ 168,306 $2,928,566 $3,096,872
Unrealized gain(loss) (1,426,161) 640,907 (785,254)
----------- ---------- -----------
Net realized and
unrealized gain
(loss) for the year $(1,257,855) $3,569,473 $2,311,618
============ ========== ==========
</TABLE>
The Department of Labor requires that realized and unrealized
gains (losses) be recognized in the Form 5500 on a revalued cost basis, whereby
such cost represents the fair value at the beginning of the year or the purchase
price if purchased during the year. On a revalued cost basis, the realized gain
and unrealized gain on the investments held by the Master Trust were $1,612,061
and $699,557, respectively, for the year ended December 31, 1995.
3. CONTRIBUTIONS AND BENEFITS
--------------------------
The Nordson Employees' Savings Trust Plan is a defined
contribution plan covering salaried, full-time participating domestic employees
of the Company.
A participant may elect to have contributions made to the Plan
on his behalf of not less than 1% and not more than 14% of his annual
compensation. A participant may elect to make contributions either as before-tax
deferred compensation contributions through a salary reduction arrangement under
Section 401(k) of the Internal Revenue Code, or as after-tax voluntary
contributions, or as a combination of the two. After-tax voluntary contributions
may be made by payroll deductions or by lump sum payments. A participant may
change the percentage of his future contributions as of any subsequent
enrollment date by filing a written notice with the Company and the Retirement
Committee prior to the enrollment date. A
11
<PAGE> 9
NORDSON EMPLOYEES' SAVINGS TRUST PLAN
NOTES TO FINANCIAL STATEMENTS--CONTINUED
3. CONTRIBUTIONS AND BENEFITS (continued)
--------------------------
participant may suspend contributions under the Plan at any time after
completing at least 12 months of participation in the Plan by filing a written
notice with the Company and the Retirement Committee. After such a suspension, a
participant may resume his contributions as of any subsequent enrollment date by
filing a written notice with the Company and the Retirement Committee.
The Plan provides participants with the opportunity to change
the amount of their contributions and investment elections on a quarterly basis.
Also, employees are permitted to participate in the Plan immediately upon their
respective dates of hire.
The Company makes contributions equal to 50% of the first 6%
of each participant's contributions, subject to Plan restrictions. The Company
also may make discretionary contributions if authorized by its Board of
Directors.
A separate account in each fund is maintained for each
participant. The account balances for participants are adjusted periodically, as
follows:
a) As of the date with respect to which the
contribution was earned.
b) Weekly for a pro rata share of each respective
Fund's net investment income, determined by the
percentage of increase or decrease in the value of
the fund using a synthetic net asset value
approach.
c) Annually for a pro rata share of forfeitures,
determined by the ratio that each active
participant's percentage of regular contribution
(1 to 6%) for the plan year bears to the aggre-
gate percentage of employee's regular
contributions for such plan year of all active
participants. However, no forfeitures of a
participant's account shall be allocated prior to
the earlier of a five year period commencing from
the date on which the participant's employment was
terminated or upon the participant requesting
distribution.
Upon retirement after age 62, or death or disability if
earlier, the balance in the separate account is paid to the participant or his
beneficiaries either in lump sum or in installments. Until distribution, each
account shall participate in the allocation of earnings and appreciation of
assets.
If the employment of a participant is terminated for any cause
other than death or total disability prior to the attainment of the age of 62
years, there shall be a distribution based on the number of years the
12
<PAGE> 10
NORDSON EMPLOYEES' SAVINGS TRUST PLAN
NOTES TO FINANCIAL STATEMENTS--CONTINUED
3. CONTRIBUTIONS AND BENEFITS (continued)
--------------------------
participant participated in the Plan. The portion of the account to be
distributed will be equal to all the employee's contributions and related
earnings, plus 20% of the remainder of the balance (the employer's matching
contribution, forfeitures and related earnings) in the separate account for each
full year of participation in the Plan up to 100%. Any portion not distributed
shall be forfeited.
While the Company has not expressed any intent to terminate
the Plan, it is free to do so at any time. In the event of termination, each
participant automatically becomes vested to the extent of the balance in his
separate accounts.
4. INVESTMENT PROGRAMS
-------------------
Each participant may direct that all of his contributions
and, when the participant is fully vested or attains age 55, all matching
employer contributions, be invested jointly in 10% increments in any of the
following five investment funds:
(1) Equity Fund: A fund invested in a mixture of common stocks
and other securities of issuers other than Nordson
Corporation.
(2) Money Market Fund: A fund invested in corporate commercial
paper, bank certificates of deposit, U.S. Government and
Agency securities, and other short-term investments.
(3) Investment Contract Fund: A fund invested primarily in fully
benefit-responsive group annuity contracts which provide for
a guaranteed rate of return.
(4) Nordson Stock Fund: A fund invested primarily in the common
stock of Nordson Corporation.
(5) Bond Fund: A fund invested in fixed income securities,
including corporate bonds, U.S. Government securities,
mortgage related securities, and money market instruments.
For participants not fully vested and less than 55 years
old, all Company matching contributions are deposited in the Nordson Stock Fund.
The Plan allows participants that have completed one year in
the Plan to borrow money from the Master Trust. The loans plus interest, at the
prime commercial interest rate charged by the Trustee as of the first day of the
loan application period, must be repaid in equal installments over the term of
the loan. The term cannot be less than one year or greater than five years.
Participants may prepay the entire balance of the loan in a single lump sum
without penalty. The maximum amount a participant may have outstanding is the
lesser of $50,000 or 50% of the value of the participant's nonforfeitable
balance in the Plan.
13
<PAGE> 11
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-18309) pertaining to the Nordson Employees' Savings Trust Plan of our
report dated June 21, 1996, with respect to the financial statements of the
Nordson Employees' Savings Trust Plan included in the Annual Report (Form 11-K)
for the year ended December 31, 1995 which is included in this Form 10-K/A
amendment to Nordson Corporation's Annual Report (Form 10-K) for the year ended
October 29, 1995.
Ernst & Young LLP
June 27, 1996
Cleveland, Ohio
14
<PAGE> 1
Exhibit 99(d)
NORDSON HOURLY-RATED EMPLOYEES' SAVINGS TRUST PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
AND YEAR ENDED DECEMBER 31, 1995
with
REPORT OF INDEPENDENT AUDITORS
15
<PAGE> 2
REPORT OF INDEPENDENT AUDITORS
------------------------------
The Retirement Committee and Participants
Nordson Hourly-Rated Employees' Savings Trust Plan
We have audited the accompanying statements of net assets available for
benefits, with fund information of the Nordson Hourly-Rated Employees' Savings
Trust Plan as of December 31, 1995 and 1994, and the related statement of
changes in net assets available for benefits, with fund information for the year
ended December 31, 1995. These financial statements are the responsibility of
the plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 net assets available for benefits of the Nordson
Hourly-Rated Employees' Savings Trust Plan at December 31, 1995 and 1994, and
the changes in its net assets available for benefits for the year ended December
31, 1995 in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
financial statements taken as a whole. The fund information in the statements
of net assets available for benefits and the statement of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the net assets available for benefits and changes in net assets
available for benefits of each fund. The fund information has been subjected to
the audited procedures applied in our audits of the financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
Ernst & Young LLP
June 21, 1996
Cleveland, Ohio
16
<PAGE> 3
NORDSON HOURLY-RATED EMPLOYEES' SAVINGS TRUST PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Money Investment Nordson
Market Contract Loan Stock Equity Bond Saturday
Fund Fund Fund Fund Fund Fund Fund Total
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investment in master
trust $ 73,538 $3,290,169 $ 354,180 $1,647,735 $ 668,140 $ 135,164 $ 349,313 $6,518,239
Contributions
receivable - Employer 4,059 96,036 -- 64,472 21,974 4,205 -- 190,746
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Net assets available
for benefits $ 77,597 $3,386,205 $ 354,180 $1,712,207 $ 690,114 $ 139,369 $ 349,313 $6,708,985
========== ========== ========== ========== ========== ========== ========== ==========
</TABLE>
See accompanying notes.
17
<PAGE> 4
NORDSON HOURLY-RATED EMPLOYEES' SAVINGS TRUST PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1994
<TABLE>
<CAPTION>
Money Investment Nordson
Market Contract Loan Stock Equity Bond Saturday
Fund Fund Fund Fund Fund Fund Fund
----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investment in master
trust $ 52,177 $ 2,800,821 $ 242,008 $ 1,404,621 $ 433,962 $ 143,181 $ 407,993
Contributions
receivable - Employer 3,853 95,237 -- 55,688 20,429 6,504 --
Interfund receivables/
(payables) -- (17,823) -- 53,939 (14,702) (18,110) (3,304)
----------- ----------- ----------- ----------- ----------- ----------- -----------
56,030 2,878,235 242,008 1,514,248 439,689 131,575 404,689
LIABILITIES
Accounts payable (31) (5,606) -- (807) (201) (243) (767)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net assets available
for benefits $ 55,999 $ 2,872,629 $ 242,008 $ 1,513,441 $ 439,488 $ 131,332 $ 403,922
=========== =========== =========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Total
-----------
<S> <C>
ASSETS
Investment in master
trust $ 5,484,763
Contributions
receivable - Employer 181,711
Interfund receivables/
(payables) 0
-----------
5,666,474
LIABILITIES
Accounts payable (7,655)
-----------
Net assets available
for benefits $ 5,658,819
===========
</TABLE>
See accompanying notes.
18
<PAGE> 5
NORDSON HOURLY-RATED EMPLOYEES' SAVINGS TRUST PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Money Investment Nordson
Market Contract Loan Stock Equity Bond Saturday
Fund Fund Fund Fund Fund Fund Fund Total
--------- ----------- --------- ----------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net master trust
income(loss) $ 5,494 $ 249,251 $ 23,693 ($ 43,286) $ 207,973 $ 23,067 $ 29,939 $ 496,131
Contributions:
Employer 4,059 96,150 -- 64,472 22,002 4,206 -- 190,889
Employee 12,166 354,397 -- 250,277 98,918 17,830 -- 733,588
--------- ----------- --------- ----------- --------- --------- --------- ----------
16,225 450,547 0 314,749 120,920 22,036 0 924,477
--------- ----------- --------- ----------- --------- --------- --------- ----------
Benefits and
withdrawal payments (1,105) (180,688) (2,922) (43,302) (40,744) (19,886) (62,556) (351,203)
Fees and commissions (184) (11,874) -- (4,749) (1,147) (112) (1,173) (19,239)
Interfund transfers 1,168 6,340 91,401 (24,646) (36,376) (17,068) (20,819) 0
--------- ----------- --------- ----------- --------- --------- --------- ----------
(121) (186,222) 88,479 (72,697) (78,267) (37,066) (84,548) (370,442)
--------- ----------- --------- ----------- --------- --------- --------- ----------
Increase (decrease) in
net assets available
for benefits 21,598 513,576 112,172 198,766 250,626 8,037 (54,609) 1,050,166
Net assets available
for benefits at
beginning of year 55,999 2,872,629 242,008 1,513,441 439,488 131,332 403,922 5,658,819
--------- ----------- --------- ----------- --------- --------- --------- ----------
Net assets available
for benefits at
end of year $ 77,597 $ 3,386,205 $ 354,180 $ 1,712,207 $ 690,114 $ 139,369 $ 349,313 $6,708,985
========= =========== ========= =========== ========= ========= ========= ==========
</TABLE>
See accompanying notes.
19
<PAGE> 6
NORDSON HOURLY-RATED EMPLOYEES' SAVINGS TRUST PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
METHOD OF ACCOUNTING - Transactions of the Nordson
Hourly-Rated Employees' Saving Trust Plan (Plan) are accounted for using the
accrual method.
MASTER TRUST INVESTMENT VALUATION - Investments in equity and
debt securities, traded on a national exchange and mutual funds are valued at
the market price on the last business day of the Plan year. Securities traded in
the over-the-counter market are valued at the mean between the last reported bid
and asked prices. Deposits under group annuity contracts are valued at the fair
value as reported by the insurance companies.
INCOME TAX STATUS - The Internal Revenue Service issued a
determination letter on June 10, 1994 advising that the Plan is qualified under
Section 401(a) of the Internal Revenue Code and the trust is, therefore, exempt
from federal income taxation under the provisions of Section 501(a).
EMPLOYEE TAXATION - Employee before tax contributions, Nordson
Corporation (Company) matching contributions, forfeitures allocated, and
earnings on the participant's account are not subject to tax until distributed
from the Plan. Distributions may also be subject to a 10% excise tax.
OTHER - Purchases and sales of securities are reflected on
their trade dates. Gains or losses on sales of securities are based on the
average cost of securities.
Interest is calculated and paid using money market interest
rates on late transfers of money between the various funds. This is done to
record the proper investment earnings within each fund.
USE OF ESTIMATES - The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
2. MASTER TRUST INVESTMENTS AND NET INVESTMENT INCOME
The assets of the Plan are commingled with the assets of the
Nordson Employees' Savings Trust Plan and Slautterback Corporation 401(k) Profit
Sharing Plan in the Nordson Corporation Master Trust (Master Trust). Investments
of the Master Trust at December 31, 1995 and 1994 and results of operations for
the year ended December 31, 1995 are as follows:
20
<PAGE> 7
NORDSON HOURLY-RATED EMPLOYEES' SAVINGS TRUST PLAN
NOTES TO FINANCIAL STATEMENTS--CONTINUED
2. MASTER TRUST INVESTMENTS AND NET INVESTMENT INCOME
(continued)
<TABLE>
<CAPTION>
1995 1994
------------------------- -----------------------------
Current Current
Cost Value Cost Value
----------- ----------- ------------ -------------
<S> <C> <C> <C> <C>
Common stock-
Nordson Corp. $14,392,620 $19,607,685 $ 13,129,614 $ 19,770,840
Commingled funds:
Bonds 3,037,132 3,114,835 2,342,774 2,163,764
Equity 12,375,705 13,954,953 7,123,578 8,318,633
Money market funds 1,038,800 1,038,800 912,779 912,779
Deposits under
group annuity
contracts 52,380,312 52,380,312 47,776,645 47,776,645
Loans to
participants 3,175,584 3,175,584 2,864,507 2,864,507
----------- ----------- ------------ ------------
86,400,153 93,272,169 74,149,897 81,807,168
Cash 389,931 389,931 (31,662) (31,662)
Dividends receivable-
Nordson Corp. 62,933 62,933 52,422 52,422
Interest receivable 321,644 321,644 313,486 313,486
----------- ----------- ------------ ------------
Investments $87,174,661 $94,046,677 $ 74,484,143 $ 82,141,414
=========== =========== ============ ============
Interest income $ 3,823,899
Dividend income:
Nordson Corporation 222,025
Other 211,051
Net realized and unrealized
gains 2,311,618
-----------
Net investment income $ 6,568,593
===========
</TABLE>
The investments above are held by Wachovia Bank of North
Carolina, N.A. under a trust agreement with the Plan except for the Nordson
Stock Fund which is held at Key Trust Company of Ohio, N.A. The Company uses the
services of investment counselors, not in the employ of Wachovia Bank of North
Carolina, N.A., who have the authority to direct the purchase and sale of
securities.
The Nordson Hourly-Rated Employees' Savings Trust Plan's
proportional share of the above assets of $6,518,239 and $5,484,763 represent
6.9% and 6.7% of the total Master Trust at December 31, 1995 and 1994,
respectively, and its proportional share of net investment income of $496,131
represents 7.6% of the income from the Master Trust for the year ended December
31, 1995.
Group annuity contracts provide a stated rate of interest on
principal for a stated period of time. All group annuity contracts are accounted
for at contract value because they are fully benefit-responsive. In accordance
with Statement of Position 94-4, which the Plan adopted effective January 1,
1995, contract value equals fair value because no event has occurred that
affects the value of any contracts. The group annuity
21
<PAGE> 8
NORDSON HOURLY-RATED EMPLOYEES' SAVINGS TRUST PLAN
NOTES TO FINANCIAL STATEMENTS--CONTINUED
2. MASTER TRUST INVESTMENTS AND NET INVESTMENT INCOME
(continued)
contracts are of the general account type and, as of December 31, 1995 and 1994,
had a contract value of approximately $52.4 million and $47.8 million,
respectively.
The weighted average yield for all group annuity contracts
(net of fees and expenses) was 7.2% in 1995 and 7.6% in 1994. The gross
crediting interest rate for all group annuity contracts was 7.5% at December 31,
1995 and 8.0% at December 31, 1994.
Realized and unrealized gain (loss) on investments held by the
Master Trust for the year ended December 31, 1995 consisted of the following
components:
<TABLE>
<CAPTION>
Nordson Other
Corporation Investments
Common Stock In Securities Total
------------ ------------- -----------
<S> <C> <C> <C>
Realized gain $ 168,306 $2,928,566 $ 3,096,872
Unrealized gain (loss) (1,426,161) 640,907 (785,254)
----------- ---------- -----------
Net realized and
unrealized gain
(loss) for the year $(1,257,855) $3,569,473 $ 2,311,618
=========== ========== ===========
</TABLE>
The Department of Labor requires that realized and unrealized
gains (losses) be recognized in the Form 5500 on a revalued cost basis, whereby
such cost represents the fair value at the beginning of the year or the purchase
price if purchased during the year. On a revalued cost basis, the realized gain
and unrealized gain on the investments held by the Master Trust were $1,612,061
and $699,557, respectively, for the year ended December 31, 1995.
3. CONTRIBUTIONS AND BENEFITS
The Nordson Hourly-Rated Employees' Savings Trust Plan is a
defined contribution plan covering hourly-rated, full-time participating
domestic employees of the Company.
A participant may elect to have contributions made to the Plan
on his behalf of not less than 1% and not more than 10% of his annual
compensation. A participant may elect to make contributions either as before-tax
deferred compensation contributions through a salary reduction arrangement under
Section 401(k) of the Internal Revenue Code, or as after-tax voluntary
contributions, or as a combination of the two. After-tax voluntary contributions
may be made by payroll deductions or by lump sum payments. A participant may
change the percentage of his future contributions as of any subsequent
enrollment date by filing a written notice with the Company and the Retirement
Committee prior to the enrollment date. A participant may
22
<PAGE> 9
NORDSON HOURLY-RATED EMPLOYEES' SAVINGS TRUST PLAN
NOTES TO FINANCIAL STATEMENTS--CONTINUED
3. CONTRIBUTIONS AND BENEFITS (continued)
suspend contributions under the Plan at any time after completing at least 12
months of participation in the Plan by filing a written notice with the Company
and the Retirement Committee. After such a suspension, a participant may resume
his contributions as of any subsequent enrollment date by filing a written
notice with the Company and the Retirement Committee.
The Plan provides participants with the opportunity to change
the amount of their contributions and investment elections on a quarterly basis.
Also, employees are permitted to participate in the Plan upon completion of an
initial 90-day probation period of employment after their respective date of
hire.
The Company makes contributions equal to 50% of the first 3%
of each participant's contributions, subject to Plan restrictions. The Company
also may make discretionary contributions if authorized by its Board of
Directors.
A separate account in each fund is maintained for each
participant. The account balances for participants are adjusted periodically, as
follows:
a) As of the date with respect to which the contribution
was earned.
b) Weekly for a pro rata share of each respective Fund's
net investment income, determined by the percentage
of increase or decrease in the value of the fund
using a synthetic net asset value approach.
c) Annually for a pro rata share of forfeitures,
determined by the ratio that each active
participant's percentage of regular contribution (1
to 2%) for the plan year bears to the aggregate
percentage of employee's regular contributions for
such plan year of all active participants. However,
no forfeitures of a participant's account shall be
allocated prior to the earlier of a five year period
commencing from the date on which the participant's
employment was terminated or upon the participant
requesting distribution.
Upon retirement after age 62, or death or disability if
earlier, the balance in the separate account is paid to the participant or his
beneficiaries either in lump sum or in installments. Until distribution, each
account shall participate in the allocation of earnings and appreciation of
assets.
If the employment of a participant is terminated for any cause
other than death or total disability prior to the attainment of the age of 62
years, there shall be a distribution based on the number of years the
23
<PAGE> 10
NORDSON HOURLY-RATED EMPLOYEES' SAVINGS TRUST PLAN
NOTES TO FINANCIAL STATEMENTS--CONTINUED
3. CONTRIBUTIONS AND BENEFITS (continued)
participant participated in the Plan. The portion of the account to be
distributed will be equal to all the employee's contributions and related
earnings, plus 20% of the remainder of the balance (the employer's matching
contribution, forfeitures and related earnings) in the separate account for each
full year of participation in the Plan up to 100%. Any portion not distributed
shall be forfeited.
While the Company has not expressed any intent to terminate
the Plan, it is free to do so at any time. In the event of termination, each
participant automatically becomes vested to the extent of the balance in his
separate accounts.
4. INVESTMENT PROGRAMS
Each participant may direct that all of his contributions and,
when the participant is fully vested or attains age 55, all matching employer
contributions, be invested jointly in 10% increments in any of the following
five investment funds:
(1) Equity Fund: A fund invested in a mixture of common stocks
and other securities of issuers other than Nordson
Corporation.
(2) Money Market Fund: A fund invested in corporate commercial
paper, bank certificates of deposit, U.S. Government and
Agency securities, and other short-term investments.
(3) Investment Contract Fund: A fund invested primarily in fully
benefit-responsive group annuity contracts which provide for a
guaranteed rate of return.
(4) Nordson Stock Fund: A fund invested primarily in the common
stock of Nordson Corporation.
(5) Bond Fund: A fund invested in fixed income securities,
including corporate bonds, U.S. Government securities,
mortgage related securities, and money market instruments.
For participants not fully vested and less than 55 years old,
all Company matching contributions are deposited in the Nordson Stock Fund.
Certain assets of the Plan were previously transferred from
the Nordson Hourly-Rated Employees' Retirement Plan. The assets of the former
plan consisted primarily of group annuity contracts and are held in the Saturday
Fund. Participants can transfer money from the Saturday Fund to other funds in
the Plan, but no current contributions or other transfers can be made into the
Saturday Fund.
24
<PAGE> 11
NORDSON HOURLY-RATED EMPLOYEES' SAVINGS TRUST PLAN
NOTES TO FINANCIAL STATEMENTS--CONTINUED
4. INVESTMENT PROGRAMS (continued)
The Plan allows participants that have completed one year in
the Plan to borrow money from the Master Trust. The loans plus interest, at the
prime commercial interest rate charged by the Trustee as of the first day of the
loan application period, must be repaid in equal installments over the term of
the loan. The term cannot be less than one year or greater than five years.
Participants may prepay the entire balance of the loan in a single lump sum
without penalty. The maximum amount a participant may have outstanding is the
lesser of $50,000 or 50% of the value of the participant's nonforfeitable
balance in the Plan.
25
<PAGE> 12
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-33481) pertaining to the Nordson Hourly-Rated Employees' Savings
Trust Plan of our report dated June 21, 1996 with respect to the financial
statements of the Nordson Hourly-Rated Employees' Savings Trust Plan included in
the Annual Report (Form 11-K) for the year ended December 31, 1995 which is
included in this Form 10-K/A amendment to Nordson Corporation's Annual Report
(Form 10-K) for the year ended October 29, 1995.
Ernst & Young LLP
June 27, 1996
Cleveland, Ohio
26
