NORDSON CORP
10-Q, 1999-09-14
GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC
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<PAGE>   1



                                    FORM 10-Q
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


(Mark One)
/X/  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
For the quarterly period ended   August 1, 1999
                                ----------------
                                       OR

/ /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
For the transition period from __________ to __________

Commission file number    0-7977
                         --------

                               NORDSON CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            Ohio                                      34-0590250
- -------------------------------         ------------------------------------
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
 incorporation or organization)


   28601 Clemens Road, Westlake, Ohio                       44145
- ----------------------------------------           ---------------------
(Address of principal executive offices)                 (Zip Code)


      Registrant's telephone number, including area code:   (440) 892-1580
                                                           -----------------

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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: Common shares without par value
as of July 30, 1999: 16,464,278



                                     Page 1
<PAGE>   2

                               NORDSON CORPORATION

                                      INDEX




<TABLE>
<CAPTION>
Part I - Financial Information                              Page Number
                                                            -----------

<S>                                                         <C>
         Item 1. Financial Statements (Unaudited)

                 Condensed Consolidated Statement of Income -
                 Thirteen and Thirty-Nine Weeks ended
                 August 1, 1999 and August 2, 1998                   3

                 Condensed Consolidated Balance Sheet -
                 August 1, 1999 and November 1, 1998                 4

                 Condensed Consolidated Statement of Cash
                 Flows - Thirty-Nine Weeks ended
                 August 1, 1999 and August 2, 1998                   5

                 Notes to Condensed Consolidated Financial
                 Statements                                          6

         Item 2. Management's Discussion and Analysis of
                 Financial Condition and Results of Operations       8


         Item 3. Quantitative and Qualitative Disclosures
                 About Market Risk                                  14


Part II - Other Information

         Item 6. Exhibits and Reports on Form 8-K                   14

                 Signature                                          15

                 Exhibit Index                                      16
</TABLE>



                                     Page 2


<PAGE>   3




                         Part I - Financial Information

                               NORDSON CORPORATION

             CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
             ------------------------------------------------------
         (Dollars and shares in thousands except for per share amounts)

<TABLE>
<CAPTION>
                       Thirteen Weeks Ended          Thirty-Nine Weeks Ended
                   Aug. 1, 1999    Aug. 2, 1998    Aug. 1, 1999    Aug. 2, 1998
                   ------------    ------------    ------------    ------------

<S>                <C>             <C>             <C>             <C>
Sales                $174,411        $167,171        $506,230        $474,211

Cost of sales          78,652          73,241         229,167         215,780

Selling &
  administrative
  expenses             74,450          71,397         222,604         214,988

Asset impairment,
  retirement and
  severance costs          --              --              --           9,718
                      -------        --------        --------        --------

Operating profit       21,309          22,533          54,459          33,725

Other income (expense):
  Interest expense     (2,505)         (2,505)         (7,351)         (7,070)
  Interest and
    investment income     736             199           1,405             420
  Other - net             366             644           1,708           2,228
                     --------        --------        --------        --------

Income before income
  taxes                19,906          20,871          50,221          29,303

Income taxes            6,517           7,096          16,824           9,963
                     --------        --------        --------        --------

Net income           $ 13,389        $ 13,775        $ 33,397        $ 19,340
                     ========        ========        ========        ========

Common shares          16,490          16,358          16,571          16,544
Common share
  equivalents             300             107             251             124
                     --------        --------        --------        --------

Common shares and
  common share
  equivalents          16,790          16,465          16,822          16,668
                     ========        ========       =========        ========

Earnings per share:
  Basic              $    .81        $    .84        $   2.02        $   1.17
                     ========        ========        ========        ========
  Diluted            $    .80        $    .84        $   1.99        $   1.16
                     ========        ========        ========        ========

Dividends per
  common share       $    .24        $    .22        $    .72        $    .66
                     ========        ========        ========        ========
</TABLE>

See accompanying notes.


                                     Page 3
<PAGE>   4

                               NORDSON CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEET
                      ------------------------------------
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                      AUGUST 1, 1999      NOVEMBER 1, 1998
                                      --------------      ----------------
                                       (Unaudited)
<S>                                   <C>                 <C>
ASSETS
- ------

Current assets:
    Cash and cash equivalents               $ 19,398              $  6,820
    Marketable securities                         30                    30
    Receivables                              154,811               165,286
    Inventories                              132,854               124,352
    Deferred income taxes                     28,086                24,336
    Prepaid expenses                           5,751                 7,652
                                            --------              --------

        Total current assets                 340,930               328,476

Property, plant and equipment - net          116,081               101,183
Intangible assets - net                      102,040                84,345
Other assets                                  18,926                24,940
                                            --------              --------

                                            $577,977              $538,944
                                            ========              ========

LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------

Current liabilities:
    Notes payable                           $136,417              $ 93,851
    Accounts payable                          30,111                33,753
    Current portion of long-term debt            862                   862
    Other current liabilities                 75,151                78,616
                                            --------              --------

        Total current liabilities            242,541               207,082

Long-term debt                                72,849                70,444
Other liabilities                             49,531                46,643

Shareholders' equity:
    Common shares                             12,253                12,253
    Capital in excess of stated value         96,173                92,030
    Accumulated other comprehensive
        income (loss)                        (10,301)               (4,792)
    Retained earnings                        445,328               423,887
    Common shares in treasury, at cost      (330,186)             (308,368)
    Deferred stock-based compensation           (211)                 (235)
                                            --------              --------

        Total shareholders' equity           213,056               214,775
                                            --------              --------

                                            $577,977              $538,944
                                            ========              ========
</TABLE>

See accompanying notes.



                                     Page 4


<PAGE>   5





                               NORDSON CORPORATION
           CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
           ----------------------------------------------------------
                             (Dollars in thousands)




<TABLE>
<CAPTION>
                                              Thirty-Nine Weeks Ended
                                            August 1,          August 2,
                                              1999               1998
                                            ---------          ---------

<S>                                         <C>                <C>
Cash flows from operating activities:
         Net income                           $ 33,397          $ 19,340
         Non-recurring charges                      --            15,670
         Changes in operating assets and
            liabilities                         (3,670)           (9,470)
         Other - net                            27,822            21,696
                                              --------          --------
                                                57,549            47,236

Cash flows from investing activities:
         Additions to property, plant
                  and equipment                (29,211)          (10,029)
         Proceeds from sale of property,
                  plant, and equipment              50                47
         Acquisition of new businesses         (24,921)             (504)
         Proceeds from sale of marketable
                  securities                        --               170
                                              --------          --------
                                               (54,082)          (10,316)

Cash flows from financing activities:
         Net proceeds from notes payable        41,963            13,252
         Net payment of long-term debt            (633)           (5,529)
         Issuance of common shares               5,762               582
         Purchase of treasury shares           (23,584)          (26,927)
         Dividends paid                        (11,955)          (10,940)
                                              --------          --------
                                                11,553           (29,562)


Effect of exchange rate changes on cash         (2,442)             (938)
                                              --------          --------

Increase in cash                                12,578             6,420

Cash and cash equivalents
         Beginning of fiscal year                6,820             1,517
                                              --------          --------

         End of period                        $ 19,398          $  7,937
                                              ========          ========
</TABLE>

See accompanying notes.




                                     Page 5

<PAGE>   6

                               NORDSON CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                 August 1, 1999


1.       Basis of presentation. The accompanying unaudited condensed
         consolidated financial statements have been prepared in accordance with
         generally accepted accounting principles for interim financial
         information and with the instructions to Form 10-Q and Article 10 of
         Regulation S-X. Accordingly, they do not include all of the information
         and footnotes required by generally accepted accounting principles for
         complete financial statements. In the opinion of management, all
         adjustments (consisting of normal recurring accruals) considered
         necessary for a fair presentation have been included. Operating results
         for the thirty-nine weeks ended August 1, 1999 are not necessarily
         indicative of the results that may be expected for the full fiscal
         year. For further information, refer to the consolidated financial
         statements and footnotes thereto included in the Company's annual
         report on Form 10-K for the year ended November 1, 1998.


2.       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
         consolidated financial statements. Actual amounts could differ from
         these estimates.


3.       Inventories. Inventories consisted of the following (in thousands of
         dollars):

<TABLE>
<CAPTION>
                                           August 1, 1999       November 1, 1998
                                           --------------       ----------------

<S>                                        <C>                  <C>
                  Finished goods             $  43,082              $  49,833
                  Work-in-process               34,449                 24,914
                  Raw materials and
                    finished parts              55,323                 49,605
                                              --------               --------

                                             $ 132,854              $ 124,352
                                             =========              =========
</TABLE>


4.       Accounting changes. In the first quarter of 1999, the Company adopted
         Financial Accounting Standards Board Statement No. 130, "Reporting
         Comprehensive Income" (FAS 130). Comprehensive income includes net
         income plus other comprehensive income. For the Company, the difference
         between net income and comprehensive income is foreign currency
         translation adjustments recorded in shareholders' equity.




                                     Page 6
<PAGE>   7


         The Company also adopted during the first quarter of 1999, Financial
         Accounting Standards Board Statement No. 131, "Disclosures about
         Segments of an Enterprise and Related Information" (FAS 131) and
         Statement No. 132, "Employers' Disclosures about Pensions and Other
         Postretirement Benefits" (FAS 132). The Company will include the
         required business segment and revised pension and other postretirement
         benefit disclosures in its October 31, 1999 Annual Report.

         The Financial Accounting Standards Board has issued the following
         statement which the Company has not yet adopted: Statement No. 133,
         "Accounting for Derivative Instruments and Hedging Activities" (FAS
         133). FAS 133 establishes accounting and reporting standards for
         derivative instruments and hedging activities. The Company is not
         required to implement this statement until fiscal year 2001, and upon
         its implementation, it is not expected to have a material effect on the
         financial statements.

5.       Comprehensive income. Comprehensive income for the thirteen and
         thirty-nine weeks ended August 1, 1999 and August 2, 1998 is as
         follows:

<TABLE>
<CAPTION>
                                                 Thirteen Weeks Ended       Thirty-Nine Weeks Ended
                                                August 1,    August 2,      August 1,     August 2,
                                                  1999         1998           1999          1998
                                                  ----         ----           ----          ----
         (in thousands)

<S>                                             <C>          <C>            <C>           <C>
         Net income                              $ 13,389    $  13,775       $ 33,397     $ 19,340

         Foreign currency
           translation
           adjustments                             (3,448)      (1,833)        (5,509)      (4,963)
                                                 --------    ---------       --------     --------

         Comprehensive
           income (loss)                         $  9,941    $  11,942       $ 27,888     $ 14,377
                                                 ========    =========       ========     ========
</TABLE>


         Accumulated other comprehensive income (loss), consisting entirely of
         accumulated foreign currency translation adjustments as of August 1,
         1999 and August 2, 1998 is as follows:


<TABLE>
<CAPTION>
                                                      Thirty-Nine Weeks Ended
                                                   August 1, 1999   August 2, 1998
                                                   --------------   --------------

<S>                                                <C>              <C>
         Beginning balance                            $ (4,792)       $  (977)

         Current-period change                          (5,509)        (4,963)
                                                      --------        -------

         Ending balance                               $(10,301)       $(5,940)
                                                      ========        =======
</TABLE>





                                     Page 7

<PAGE>   8

6.       Acquisitions. Business acquisitions are accounted for as purchases,
         with the acquired assets and liabilities recorded at their fair value
         at the date of acquisition. The cost in excess of the net assets of the
         business acquired is included in intangible assets. In July, 1999,
         Nordson acquired a manufacturer of cold adhesive application equipment
         and verification systems located in Fairfield, New Jersey. Assuming the
         acquisition had taken place at the beginning of fiscal 1998, pro forma
         results would not be materially different.

7.       Common stock equivalents. Common stock equivalents consist of
         incremental common shares attributable to outstanding stock options,
         nonvested stock and deferred stock-based compensation.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following is management's discussion and analysis of certain significant
factors affecting the Company's financial condition and results of operations
for the periods included in the accompanying condensed consolidated financial
statements.


                              RESULTS OF OPERATIONS

SALES

Sales for the third quarter and the first nine months of 1999 increased 4% and
7%, respectively, over the comparable periods of 1998. Local volume gains and
price increases accounted for increased sales of 5% for the quarter and 6% for
the year-to-date period, while the effects of currency translations decreased
reported sales in the third quarter and increased reported sales on a
year-to-date basis. Price increases averaging 2% were implemented on orders
taken after the beginning of the year on standardized small systems and parts.

Performance in the third quarter of 1999 was driven by continued strong sales
volume growth in North America, led by the Company's powder coating, liquid
finishing and automotive businesses, and by contributions from recent
acquisitions. Sales volume in North America increased 9% for the quarter and 15%
for the year-to-date period over the comparable periods of 1998.

In Europe, local sales volume was up 5% for the quarter, but down 2% for the
year-to-date period. The increase for the quarter was traced primarily to sales
growth in the Company's electronics business. The nonwovens and product assembly
businesses also grew, but the increases were partially offset by declines in the
packaging business.




                                     Page 8

<PAGE>   9


In the Company's Pacific South region, which covers the Pacific Rim, South Asia
and Latin America, third quarter sales volume was down slightly from 1998, but
still up 14% for the year-to-date period. In this region, a revenue increase in
the packaging business in the third quarter was offset by lower revenue in the
powder coating business.

In Japan, sales volume declined 9% for the third quarter and 7% for the first
nine months of 1999 as a result of the lingering effects of the sluggish
Japanese economy. Favorable currency exchange rates more than offset the volume
declines.

Worldwide volume gains were driven by strong sales of electronics, powder
coating, automotive, and liquid finishing, which had a combined sales volume
that increased 14% for the third quarter and 7% for the year-to-date period over
last year. Sales of non-woven equipment increased 28% for the third quarter and
44% year-to-date, primarily due to the addition of J&M Laboratories, Inc. to
this line of business. Shipments of adhesive dispensing systems for packaging
and product assembly were down slightly when compared to the prior year.

Year-to-date sales to international customers in 1999 comprised approximately
56% of total sales, compared to 59% from the comparable period of 1998.
Translating international sales at generally lower average exchange rates, as
compared to the same periods of 1998, increased reported sales by $3,000,000
year-to-date. Currency rate differences in the third quarter of 1999 compared to
1998 had little impact on reported sales.


OPERATING PROFIT

In the second quarter of 1998 the Company recorded a non-recurring pre-tax
charge of $15.7 million, $6.0 million of which was included in cost of sales and
the remainder recorded below selling and administrative expenses. Year-to-date
comparisons of 1999 to 1998 results noted below exclude the effect of this
non-recurring charge.

Operating profit, as a percentage of sales, decreased to 12.2% for the third
quarter of 1999 from 13.5% for the comparable period of 1998. Year-to-date
operating profit increased to 10.8% of sales for 1999 from 10.4% for the same
period of 1998.

The gross margin rate decreased for the third quarter from 56.2% in 1998 to
54.9% in 1999. The mix of products sold was the primary factor behind the
decrease. Gross margin for the first three quarters increased from 54.5% in 1998
to 54.7% in 1999.

Selling and administrative expenses for the third quarter and year-to-date
increased 4.3% and 3.5%, respectively, over the comparable periods in 1998. The
increases were the result of recent acquisitions, combined with the currency
effect of a weaker dollar in the year-to-date period of 1998.





                                     Page 9

<PAGE>   10

NET INCOME

Net income, as a percentage of sales, decreased in the third quarter from 8.2%
in 1998 to 7.7% in 1999 and increased on a year-to-date basis from 6.3% in 1998
to 6.6% in 1999, due to the factors discussed above.

For 1999 and 1998, diluted earnings per share were $.80 and $.84, respectively,
for the third quarter and $1.99 and $1.78, respectively, year-to-date.


FOREIGN CURRENCY EFFECTS

In the aggregate, average exchange rates for the first three quarters of 1999
used to translate international sales and operating results into U.S. dollars
compared favorably with average exchange rates during the comparable 1998
period. It is not possible to precisely measure the impact on operating results
arising from foreign currency exchange rate changes, because of changes in
selling prices, sales volume, product mix and cost structures in each country in
which the Company operates. However, if transactions for the first three
quarters of 1999 were translated at exchange rates in effect during 1998, sales
would have been approximately $3,000,000 lower while third-party costs and
expenses would have been $2,000,000 lower. Currency changes between the third
quarter of 1999 and 1998 did not result in significantly different results.


FINANCIAL CONDITION

During the first three quarters of 1999, net assets decreased $1,719,000. This
decrease is primarily attributable to net repurchases of Nordson stock amounting
to $17,822,000, the payment of $11,955,000 in dividends, and a reduction of
$5,509,000 from translating foreign net assets at the end of the third quarter
when the U.S. dollar was generally stronger against other currencies than at the
prior year end, offset by earnings of $33,397,000.

Working capital, as of the end of the third quarter of 1999, decreased
$23,005,000 over the prior year-end. This change consisted primarily of
increases in cash, inventories and notes payable and decreases in accounts
receivable. Receivables decreased from the collection of year-end receivables
arising from strong sales in the fourth quarter of 1998, inventories increased
in anticipation of demand for Nordson products and notes payable increased from
net borrowings to fund acquisitions and the implementation of an enterprise
management system. All balances reflect the effects of translating amounts
denominated in generally weaker foreign currencies into U.S. dollars.







                                     Page 10


<PAGE>   11

Cash and cash equivalents increased $12,578,000 during the first nine months of
1999. Sources of cash included $57,549,000 from operations and $41,963,000 of
net proceeds from notes payable. Uses for cash included repurchases of treasury
shares, outlays for capital expenditures, the acquisition of three businesses
and the payment of dividends. Available lines of credit continue to be more than
adequate to meet cash requirements for operations over the next year.

Intangible assets increased $17,695,000 over the prior year end, mainly as a
result of the cost of business acquisitions being in excess of the net assets
acquired. Net property, plant and equipment increased $14,898,000 primarily due
to the capitalization of costs associated with the implementation of an
enterprise management system. Other assets decreased $6,014,000, primarily due
to lower deferred income taxes.


                                     OUTLOOK

Nordson's continued emphasis on improving business processes is clearly
evidenced by a 10 percent growth in operating profits for the first three
quarters of 1999 over the prior year. Although significant progress has been
made to date, Nordson remains focused on further sharpening operating
efficiencies in the face of a challenging international business environment,
particularly in Europe and Japan.

Nordson is currently in the process of implementing an enterprise management
system. Management expects that this system will improve the Company's
competitiveness in the future business environment by providing common
streamlined processes which will produce more timely information on Nordson
products, customers and market segments, reduce manufacturing times, lower
purchasing costs and improve inventory turnover. The estimated date of
completion for the implementation of this enterprise management system is the
second quarter of fiscal year 2000.


                               THE EURO CONVERSION

On January 1, 1999, eleven of the fifteen member countries of the European Union
established fixed conversion rates between their existing sovereign currencies
and the euro. The Company has recognized the need to ensure that its operations
will not be adversely impacted by the introduction of this new currency. Nordson
has determined that its information systems are capable of processing
transactions denominated in the euro. Nordson does not expect the euro
conversion to have a material effect on the Company's financial condition and
results of operations.






                                     Page 11



<PAGE>   12





                         YEAR 2000 READINESS DISCLOSURE

Many computerized systems use only two digits, rather than four, to record the
year in a date field. These systems may recognize the year 2000 as the year 1900
or some other date, causing systems to process incorrect data or simply shut
down. Nordson is addressing this issue for its information systems, equipment
(with embedded microprocessors), facilities, products, suppliers and vendors.
Nordson's plan to resolve the Year 2000 issue involves the following four
phases: assessment, remediation, testing and implementation.

The assessment phase was completed as of the end of fiscal year 1998. The
results of assessment indicated that most of the Company's significant
information systems could be affected, including order-entry, manufacturing,
distribution, invoicing and collection systems.

The assessment phase also revealed that equipment and facilities used in
operations are at risk. Based on a review of its product lines, Nordson has
determined that only a few of the products it has sold and will continue to sell
will require remediation to be Year 2000 ready. Efforts and costs associated
with the remediation of these products are immaterial and will be addressed on
an individual basis prior to the end of 1999. The Company has also gathered
information regarding the Year 2000 readiness status of its major suppliers and
customers and continues to monitor their readiness.

Nordson has completed the remediation, testing and implementation phases of its
Year 2000 readiness program for internal, mission-critical, information
technology systems. Remediation and testing of externally-purchased, payroll
software is complete.

Remediation and testing of Nordson's telecommunications equipment is complete,
and for other operating equipment, mainly the internal, local-area computer
networks and computer workstations, remediation was completed in July 1999. The
anticipated completion date for testing and implementation of remaining
operating equipment is October 1999.

Nordson has made inquiries of 95 percent of its major suppliers as to the status
of their Year 2000 readiness and has begun to conduct site visits of the largest
ones. To date, 33 percent of these suppliers indicated that they have no issues
regarding Year 2000 readiness, 45 percent responded that they are in the process
of completing their Year 2000 readiness program and 22 percent have not
responded to the Company's inquiry. Nordson is not aware of any third parties
with a Year 2000 issue that would materially impact the Company's results of
operations, liquidity or capital. However, the Company has no means of ensuring
that third parties doing business with Nordson will be Year 2000 ready.





                                     Page 12


<PAGE>   13

Nordson will utilize both internal and external resources to reprogram or
replace, test and implement the software and operating equipment for Year 2000
readiness. The total cost of the Company's Year 2000 readiness program is
estimated at $6.0 million and is being funded through operating cash flows.

Remaining readiness program costs are approximately $2.0 million of which $.6
million will be expensed, mainly for contracted labor costs, and the balance of
$1.4 million capitalized for the purchases of Year 2000-ready personal computers
and workstations.

Nordson believes that the steps referred to above will minimize its business
risk related to the Year 2000. In the event that the Company makes no further
progress on its Year 2000 readiness program, the Company would experience a
minor lapse in customer service. The Company continues to maintain contingency
plans for critical applications that include manual workarounds and staffing
adjustments although Year 2000 readiness has been completed for all internal,
mission-critical applications. For a listing of risks associated with the Year
2000, refer to the "Safe Harbor Statements Under the Private Securities
Litigation Reform Act of 1995" disclosure which follows.


                             SAFE HARBOR STATEMENTS
                          UNDER THE PRIVATE SECURITIES
                          LITIGATION REFORM ACT OF 1995

The statements in the paragraphs titled "Outlook", "The Euro Conversion" and
"Year 2000 Readiness Disclosure" that refer to anticipated trends, events or
occurrences in, or expectations for, the future (generally indicated by the use
of phrases such as "Nordson expects" or "Nordson believes" or words of similar
import or by references to "risks") are "forward-looking statements" intended to
qualify for the protection afforded by the Private Securities Litigation Reform
Act of 1995. These forward-looking statements are based on current expectations
and involve risks and uncertainties. Consequently, the Company's actual results
could differ materially from the expectations expressed in the forward-looking
statements. Factors that could cause the Company's actual results to differ
materially from the expected results include deferral of orders, customer-
requested delays in system installations, currency exchange rate fluctuations,
a sales mix different from assumptions, significant changes in local business
conditions in geographic regions in which the Company conducts business, and
unanticipated delays or higher than expected costs associated with the
implementation of the Company's new enterprise management system.

In the case of Year 2000 readiness issues, factors that could cause the
Company's actual results to differ materially from the expected results are: the
availability and retention of internal and external resources dedicated to the
Company's Year 2000 readiness program, delayed or unsuccessful completion of
planned activities of the Company, and delayed, unsuccessful or incompatible
Year 2000 conversions by third parties of their products or systems on which the
Company relies.



                                     Page 13


<PAGE>   14


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information regarding the Company's financial instruments that are sensitive to
changes in interest rates and foreign currency exchange rates was disclosed in
Form 10-K filed by the Company on January 29,1999. The information disclosed
has not changed materially in the interim period since November 1, 1998.





                           Part II - Other Information




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      Exhibits - Exhibit 27 Financial Data Schedule

         (b)      There were no reports on Form 8-K filed for the quarter ended
                  August 1, 1999.










                                     Page 14




<PAGE>   15

                                    SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


Date:  September 14, 1999                        Nordson Corporation




                                          /s/ Nicholas D. Pellecchia
                                          --------------------------
                                          Vice President, Finance
                                          and Controller
                                          (Principal Financial Officer
                                          and Chief Accounting Officer)











                                     Page 15



<PAGE>   16


                               NORDSON CORPORATION

                                  EXHIBIT INDEX




<TABLE>
<CAPTION>
                                                                     Page Number
                                                                     -----------

<S>                        <C>                                       <C>
Exhibit 27                 Financial Data Schedule                        17
</TABLE>











                                     Page 16

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          OCT-31-1999
<PERIOD-END>                               AUG-01-1999
<CASH>                                          19,398
<SECURITIES>                                        30
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