UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K405 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 2, 2000 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to ____________ Commission File No. 0-3488 H.B. FULLER COMPANY (Exact name of registrant as specified in its charter) Minnesota 41-0268370 (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) No.) 1200 Willow Lake Boulevard, St. Paul, Minnesota 55110-5101 (Address of principal executive offices) (Zip Code) (651) 236-5900 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $1.00 per share Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] 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-K405 or any amendment to this Form 10-K405. [X] The aggregate market value of the Common Stock, par value $1.00 per share, held by non-affiliates of the Registrant as of January 31, 2001 was approximately $505,841,000 (based on the closing price of such stock as quoted on the NASDAQ National Market ($38.69) on such date). The number of shares outstanding of the Registrant's Common Stock, par value $1.00 per share, was 14,120,205 as of January 31, 2001. DOCUMENTS INCORPORATED BY REFERENCE Parts I, II and IV incorporate information by reference to portions of the H.B. Fuller Company 2000 Annual Report to Shareholders. Part III incorporates information by reference to portions of the Registrant's 2001 Proxy Statement. -1-
H.B. FULLER COMPANY 2000 Form 10-K405 Annual Report Table of Contents <TABLE> <CAPTION> PART I Page ---- <S> <C> Item 1. Business 3 Item 2. Properties 5 Item 3. Legal Proceedings 6 Item 4. Submission of Matters to a Vote of Security Holders 7 Executive Officers of the Registrant 7 PART II Item 5. Market for Registrant's Common Stock and Related Stockholder Matters 9 Item 6. Selected Financial Data 9 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 9 Item 8. Financial Statements and Supplementary Data 9 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 10 PART III Item 10. Directors and Executive Officers of the Registrant 10 Item 11. Executive Compensation 10 Item 12. Security Ownership of Certain Beneficial Owners and Management 10 Item 13. Certain Relationships and Related Transactions 10 PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 11 Signatures 15 </TABLE> -2-
PART I Item 1. Business Founded in 1887 and incorporated as a Minnesota corporation in 1915, H.B. Fuller Company (the "Company") today is a worldwide manufacturer and marketer of adhesives, sealants, coatings, paints and other specialty chemical products. The Company currently employs approximately 5,200 people and has sales operations in 45 countries in North America, Europe, Latin America and the Asia/Pacific region. The Company's largest worldwide business category is adhesives, sealants and coatings, which generated more than 90 percent of 2000 sales. These products, in thousands of formulations, are sold to customers in a wide range of industries, including packaging, woodworking, automotive, aerospace, graphic arts (books/magazines), appliances, filtration, windows, sporting goods, nonwovens, shoes and ceramic tile. The Company also is a producer and supplier of specialty chemical products such as powder coatings to metal finishing industries; commercial and industrial paints in Latin American markets; as well as mastics and coatings for thermal insulation, indoor air quality and asbestos abatement applications in the United States. Segment Information See Note 22, "Business Segment Information", on pages 34 - 36 of the H.B. Fuller Company 2000 Annual Report to Shareholders, incorporated herein by reference. Line of Business and Classes of Similar Products The following tabulation sets forth information concerning the approximate contribution to consolidated sales of the Company's classes of products: Class of Product Sales --------------------------- 2000 1999 1998 ------ -------- ------- Adhesives, sealants and coatings 92% 92% 91% Paints 8 8 8 Other - - 1 ------ -------- ------- 100% 100% 100% ====== ======== ======= Non-U.S. Operations Wherever feasible, the Company's practice has been to establish manufacturing units outside of the United States to service the local markets. The principal markets, products and methods of distribution outside the United States vary with the country or business practices of the country. The products sold include not only those developed by the local manufacturing plants but also those developed within the United States and elsewhere in the world. The Company's operations overseas face varying degrees of economic and political risk. At the end of fiscal year 2000, the Company had plants in 22 countries outside the United States and satellite sales offices in another 22 countries. The Company also uses license agreements to maintain a worldwide manufacturing network. In the opinion of management of the Company, there are several countries where the Company has operating facilities, which have political risks higher than in the United States. -3-
Competition The Company encounters a high degree of competition in the marketing of its products. Because of the large number and variety of its products, the Company does not compete directly with any one competitor in all of its markets. The Company competes with several large, multi-national companies as well as many smaller local, independent firms. In North America, the Company competes with a large number of both multi-national companies and local firms. Throughout Latin America, the Company experiences substantial competition in marketing its industrial adhesives. In Central America, the Company also competes with several large paint manufacturing firms. In Europe, the Company also competes with several large companies. The principal competitive factors in the sale of adhesives, sealants, coatings and paints are product performance, customer service, technical service, quality and price. Customers Of the Company's $1,352,562,000 total net sales to unaffiliated customers in 2000, $807,140,000 was sold through its North American operations. No single customer accounts for more than 10% of the Company's consolidated net sales. Backlog Orders for the Company's products are generally processed within one week. Therefore, the Company had no significant backlog of unfilled orders at December 2, 2000, November 27, 1999, or November 28, 1998. Raw Materials The Company purchases from large chemical suppliers raw materials including solvents, plasticizers, waxes, resins, polymers and vinyl acetate monomer which the Company uses to manufacture its principal products. Natural raw materials including starch, dextrines, natural latex and resins are also used in the Company's manufacturing processes. The Company attempts to find multiple sources for all of its raw materials and alternate sources of supply are generally available. An adequate supply of the raw materials used by the Company is presently available in the open market. The Company's Latin American and Asia/Pacific operations import many of their raw materials. Extended delivery schedules of these materials are common, thereby requiring maintenance of higher inventory levels than those maintained in North America and Europe. A significant portion of the Company's raw materials are derived from petroleum- based products which is common to all adhesive manufacturers. Patents, Trademarks and Licenses Much of the technology used in the manufacturing of adhesives, coatings and other specialty chemicals is in the public domain. To the extent that it is not, the Company relies on trade secrets and patents to protect its know-how. The Company has agreements with many of its employees for the purpose of protecting the Company's rights to technology and intellectual property. The Company also routinely obtains confidentiality commitments from customers, suppliers and others to safeguard its proprietary information. Company trademarks such as HB Fuller(R), Kativo(R), Protecto(R) and Rakoll(R) are of continuing importance in marketing its products. Research and Development The Company conducts research and development activities in an effort to improve existing products and to design new products and processes. The Company's research and development expenses during 2000, 1999, and 1998 aggregated $18,386,000, $21,340,000 and $22,255,000 respectively. -4-
Environmental Protection The Company regularly reviews and upgrades its environmental policies, practices and procedures and seeks improved production methods that reduce waste, particularly toxic waste, coming out of its facilities, based upon evolving societal standards and increased environmental understanding. The Company's high standards of environmental consciousness are supported by an organizational program supervised by environmental professionals and the Worldwide Environment, Health and Safety Committee, a committee with management membership from around the world which proactively monitors practices at all facilities. The Company believes that as a general matter its current policies, practices and procedures in the areas of environmental regulations and the handling of hazardous waste are designed to substantially reduce risks of environmental and other damage that would result in litigation and financial liability. Some risk of environmental and other damage is, however, inherent in particular operations and products of the Company, as it is with other companies engaged in similar businesses. The Company is and has been engaged in the handling, manufacture, use, sale and/or disposal of substances, some of which are considered by federal or state environmental agencies to be hazardous. The Company believes that its manufacture, handling, use, sale and disposal of such substances are generally in accord with current applicable environmental regulations. However, increasingly strict environmental laws, standards and enforcement policies may increase the risk of liability and compliance costs associated with such substances. Environmental expenditures, reasonably known to management, to comply with environmental regulations over the Company's next two fiscal years are estimated to be approximately $15.0 million. See additional disclosure under Item 3, Legal Proceedings. Employees The Company and its consolidated subsidiaries employed approximately 5,200 persons on December 2, 2000, of which approximately 2,200 persons were employed in the United States. Item 2. Properties The principal manufacturing plants are located in 23 countries: U.S. Locations Other Locations California (4) Argentina Japan Florida Australia Mexico Georgia (4) Austria New Zealand Illinois (2) Brazil Nicaragua Indiana Canada (3) People's Republic of China Kentucky Chile Peru Michigan (4) Colombia Philippines Minnesota (6) Costa Rica (5) Panama New Jersey Dominican Republic United Kingdom (3) North Carolina Ecuador (1) Ohio (2) Germany (2) Texas (2) Honduras Washington Italy -5-
The Company's principal executive offices and central research facilities are Company owned and located in the St. Paul, Minnesota metropolitan area. The Company has facilities for the manufacture of various products with total floor space of approximately 1,514,000 square feet, including 315,000 square feet of leased space. In addition, the Company has approximately 1,948,000 square feet of warehouse space, including 457,000 square feet of leased space. Offices and other facilities total 1,796,000 square feet, including 414,000 square feet of leased space. The Company believes that the properties owned or leased are suitable and adequate for its business. Item 3. Legal Proceedings Environmental Remediation The Company is subject to the federal Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") and similar state laws that impose liability for costs relating to the clean-up of contamination resulting from past spills, disposal or other release of hazardous substances. The Company is currently involved in administrative proceedings or lawsuits under CERCLA or such state laws relating to clean up of 11 sites. The future costs in connection with all of these matters have not been determined due to such factors as the unknown timing and extent of the remedial actions which may be required, the full extent of clean-up costs and the amount of the Company's liability in consideration of the liability and financial resources of the other potentially responsible parties. However, based on currently available information, the Company does not believe that any liabilities allocated to it in these administrative proceedings or lawsuits, individually or in the aggregate, will have a material adverse affect on the Company's business or consolidated financial condition, results of operations or cash flows. The Company has received requests for information from federal, state or local government entities regarding six other contaminated sites. The Company has not been named a party to any administrative proceedings or lawsuits relating to the clean up of these sites. From time to time the Company becomes aware of compliance matters relating to, or receives notices from federal, state or local entities regarding possible or alleged violations of environmental, health or safety laws and regulations. In some instances, these matters may become the subject of administrative proceedings or lawsuits and may involve monetary sanctions of $100,000 or more (exclusive of interest and costs). Based on currently available information, the Company does not believe that such compliance matters or alleged violations of laws and regulations, individually or in the aggregate, will have a material adverse affect on the Company's business or consolidated financial condition, results of operations or cash flows. Other Legal Proceedings The Company is subject to legal proceedings incidental to its business, including products liability claims. In certain claims, the claimants seek damages, which if granted, would require significant expenditures. The Company has recorded estimated and reasonable liabilities for these matters. The Company has also recorded receivables for the probable amount of insurance recovery as it relates to these matters. Based on currently available information, the Company does not believe that an adverse outcome in any pending legal proceedings individually or in the aggregate would have a material adverse affect on the Company's business or consolidated financial condition, results of operations or cash flows. Although the Company currently believes a material impact on its consolidated financial position, results of operations or cash flows is remote for these claims, due to the inherent nature of litigation, there can be no absolute certainty the Company will not incur charges above the presently recorded liabilities. -6-
Item 4. Submission of Matters to a Vote of Security Holders None in the quarter ended December 2, 2000. Executive Officers of the Registrant The following sets forth the name, age and business experience for the past five fiscal years of each of the executive officers of the Company as of January 31, 2001. Unless otherwise noted, the positions described are positions with the Company or its subsidiaries. <TABLE> <CAPTION> Name Age Position Period Served <S> <C> <C> <C> Albert P.L. Stroucken 53 Chairman of the Board October, 1999-Present President and Chief Executive Officer April, 1998-Present General Manager, Inorganics Division, 1997-1998 Bayer AG Executive Vice President and 1992-1997 President, Industrial Chemicals Division, Bayer Corporation Raymond A. Tucker 55 Senior Vice President October, 1999-Present Chief Financial Officer July, 1999-Present Treasurer July-October, 1999 Senior Vice President, Inorganic Products, 1997-1999 Bayer Corporation Vice President, Finance and Administration, 1992-1997 Industrial Chemicals Division, Bayer Corporation Richard C. Baker 48 Corporate Secretary 1995-Present Vice President 1993-Present General Counsel 1990-Present Lars T. Carlson 63 Senior Vice President - Manufacturing December, 1999-Present Integration Senior Vice President - Administration 1996-1999 Vice President, Group Manager Latin America 1994-1996 James R. Conaty 53 President and CEO, EFTEC North America L.L.C. April, 1997-Present President and CEO, EFTEC Latin America, S.A. April, 1997-Present President and CEO, H.B. Fuller Automotive 1994-Present Matthew Critchley 51 Group President, General Manager Asia/Pacific October, 1998-Present Managing Director, Australia/New Zealand 1994-1998 Jose Miguel Fuster 61 Group President, H.B. Fuller Latin America December, 2000-Present Commodity Division and Consumer Products Division Group Vice President, Division Manager October-December, 2000 Consumer Products Group Vice President, Division Manager 1996-October, 2000 Paints Division </TABLE> -7-
<TABLE> <CAPTION> Name Age Position Period Served <S> <C> <C> <C> William L. Gacki 52 Vice President and Treasurer October, 1999-Present Director, Treasury 1995-October, 1999 Peter Koxholt 56 Group President, General Manager Europe January, 1999-Present Head of Business Unit Textile Chemicals 1995-1998 & Specialities, Bayer AG Vice President, Enamels and Ceramics 1991-1995 Business, Bayer Corporation Stephen J. Large 43 Group President, General Manager North December, 1999-Present America Sales and Operations Global Coatings Div. April, 1998-November, 1999 General Manager Coatings Australia/NZ January, 1996-March, 1998 District Manager UK/Benelux December, 1993-December, 1995 Alan R. Longstreet 54 Senior Vice President - Performance Products December, 1999-Present Senior Vice President Global SBU's 1998-1999 Vice President - Asia/Pacific Group Manager 1996-1998 Vice President - ASC Structural 1992-1996 James C. McCreary, Jr. 44 Vice President, Corporate Controller November, 2000-Present Vice President, Administration and Controlling 1997-November, 2000 Industrial Chemicals Division, Bayer Corporation Director, Division Controlling, 1995-1997 Industrial Chemicals Division, Bayer Corporation James A. Metts 60 Vice President, Human Resources 1984-Present Michael D. Modak 44 Vice President - Industrial Products January, 2000-Present Director, Corporate Development 1994-1999 Walter Nussbaumer 43 Vice President, Chief Technology Officer December, 1999-Present and Head of Full-Valu Vice President, Chief Technology Officer January, 1999-Present Director of Research & Development 1997-1998 Corporate Research & Development, 1992-1997 Group Leader Dan N. Piteleski 50 Vice President, Chief Information Officer December, 1999-Present Vice President, Information Technology January, 1995-November, 1999 Linda J. Welty 45 Group President, General Manager September, 1998-Present Specialty Group Vice President, General Manager, 1997-1998 Superabsorbent Materials, Clariant International Global Business Director 1994-1996 Superabsorbent Materials, Clariant International </TABLE> The executive officers of the Company are elected annually by the Board of Directors with the exception of the Group Presidents, Group Managers, Vice President - Industrial Products and the Chief Technology Officer, who hold appointed offices. -8-
PART II Most information for Items 5 through 8 of this report appear in the H.B. Fuller Company 2000 Annual Report to Shareholders as indicated in the following table and is incorporated herein by reference to the applicable portions of such Annual Report: <TABLE> <CAPTION> Annual Report to Shareholders Page ---- Item 5. <S> <C> Market for Registrant's Common Stock and Related Stockholder Matters Trading Market 40 Dividend Payments 40 Dividend Restrictions (Note 20) 32 Holders of Common Stock 40 High and Low Market Value ------------------------------------ 2000 1999 -------------- -------------- High Low High Low ---- --- ---- --- Q1 $68.56 $51.46 $48.38 $38.13 Q2 63.16 35.62 69.25 41.88 Q3 47.25 32.69 72.88 57.75 Q4 39.00 27.95 65.38 51.63 Year $68.56 $27.95 $72.88 $38.13 Item 6. Selected Financial Data 1990 - 2000 Selected Financial Data 38-39 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Management's Discussion and Analysis of Results of Operations and Financial Condition 13-17 Item 7A. Quantitative and Qualitative Disclosures About Market Risk The Company believes that probable near-term changes in exchange rates or interest rates would not materially affect the Company's consolidated financial position, results of operations or cash flows. However, over a one-year period, exchange rates can significantly impact results. See Financial Instruments (Note 17) 29 Item 8. Financial Statements and Supplementary Data Consolidated Financial Statements 18-36 Quarterly Data (Unaudited)(Note 23) 36 Report of Independent Accountants 37 </TABLE> -9-
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None PART III Item 10. Directors and Executive Officers of the Registrant The information under the heading "Election of Directors" (but not including the sections entitled "Directors' Compensation" and "Board Meetings and Committees") and the section entitled "Section 16(a) Beneficial Ownership Reporting Compliance" contained in the Company's Proxy Statement (the "2001 Proxy Statement") are incorporated herein by reference. The information contained at the end of Part I hereof under the heading "Executive Officers of the Registrant" is incorporated herein by reference. Item 11. Executive Compensation The section under the heading "Election of Directors" entitled "Directors' Compensation" and the sections under the heading "Executive Compensation" entitled "Summary Compensation Table," "Option Grants in Last Fiscal Year," "Aggregated Option Exercises in Fiscal Year 2000 and Fiscal Year End Option Values," "Retirement Plans," "Key Employee Deferred Compensation Plan," "Long- Term Incentive Plan - Awards in Last Fiscal Year," "Employment Agreements," and "Change in Control Arrangements" contained in the 2001 Proxy Statement are incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management The information under the heading "Security Ownership of Certain Beneficial Owners and Management" contained in the 2001 Proxy Statement is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions The sections entitled "Executive Stock Purchase Loan Program" and "Exchange Agreement" contained in the 2001 Proxy Statement are incorporated herein by reference. -10-
PART IV Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K Reference Annual Report to Shareholders Page (a)(1.) Index to Consolidated Financial Statements Incorporated by Reference to the applicable portions of the H.B. Fuller Company 2000 Annual Report to Shareholders: Consolidated Statements of Income for the Three Years Ended December 2, 2000, November 27, 1999 and November 28, 1998 18 Consolidated Balance Sheet as of December 2, 2000 and November 27, 1999 19 Consolidated Statements of Stockholders' Equity for the Three Years Ended December 2, 2000, November 27, 1999 and November 28, 1998 20 Consolidated Statements of Cash Flows for the Three Years Ended December 2, 2000, November 27, 1999 and November 28, 1998 21 Notes to Consolidated Financial Statements 22-36 Report of Independent Accountants 37 (a)(2.) Index to Consolidated Financial Statement Schedule for the Three Years Ended December 2, 2000, November 27, 1999 and November 28, 1998: None All financial statement schedules are omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes. (a)(3.) Exhibits Exhibit Number 3(a) Restated Articles of Incorporation of H.B. Fuller Company, October 30, 1998- incorporated by reference to Exhibit 3(a) to the Registrant's Annual Report on Form 10-K405 for the year ended November 28, 1998. 3(b) By-Laws of H.B. Fuller Company as amended through July 14, 1999 - incorporated by reference to Exhibit 3(b) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended August 28, 1999. -11-
Exhibit Number 4(a) Rights Agreement, dated as of July 18, 1996, between H.B. Fuller Company and Norwest Bank Minnesota, National Association, as Rights Agent, which includes as an exhibit the form of Right Certificate - incorporated by reference to Exhibit 4 to the Registrant's Form 8-K, dated July 24, 1996. 4(b) Specimen Stock Certificate. 4(c) Stock Exchange Agreement, dated July 18, 1996, between H.B. Fuller Company and Elmer L. Andersen, including Designations for Series B Preferred Stock- incorporated by reference to Exhibit 10 to the Registrant's Form 8-K, dated July 24, 1996. 4(d) Agreement dated as of June 2, 1998 between H.B. Fuller Company and a group of investors, primarily insurance companies, including the form of Notes -incorporated by reference to Exhibit 4(a) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended August 29, 1998. 4(e) H.B. Fuller Company Executive Stock Purchase Loan Program - incorporated by reference to Exhibit 4.7 to the Registrant's Registration Statement on Form S-8 (Commission File No. 333-44496) filed August 25, 2000 and the Registrant's Registration Statement on Form S-8 (Commission File No. 333- 48418) filed October 23, 2000. *10(a) H.B. Fuller Company 1992 Stock Incentive Plan - incorporated by reference to Exhibit 10(a) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1992. *10(b) H.B. Fuller Company Restricted Stock Plan - incorporated by reference to Exhibit 10(c) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1993. *10(c) H.B. Fuller Company Restricted Stock Unit Plan - incorporated by reference to Exhibit 10(d) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1993. *10(d) H.B. Fuller Company Directors' Deferred Compensation Plan as Amended February 10, 1999 - incorporated by reference to Exhibit 10(b) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended February 27, 1999. *10(e) H.B. Fuller Company 2000 Stock Incentive Plan - incorporated by reference to Registrant's Registration Statement on Form S-8 (Commission File No. 333-48420) filed August 25, 2000. *10(f) H.B. Fuller Company Executive Benefit Trust dated October 25, 1993 between H.B. Fuller Company and First Trust National Association, as Trustee, relating to the H.B. Fuller Company Supplemental Executive Retirement Plan - incorporated by reference to Exhibit 10(k) to the Registrant's Annual Report on Form 10-K for the year ended November 29, 1997. *10(g) Form of Employment Agreement signed by executive officers - incorporated by reference to Exhibit 10(e) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1990 (Commission File No. 0-3488). *10(h) H.B. Fuller Company Supplemental Executive Retirement Plan - 1998 Revision - incorporated by reference to Exhibit 10(j) to the Registrant's Annual Report on Form 10-K405 for the year ended November 28, 1998. *10(i) Amendments to H.B. Fuller Company Executive Benefit Trust, dated October 1, 1997 and March 2, 1998, between H.B. Fuller Company and First Trust National Association, as Trustee, relating to the H.B. Fuller Company Supplemental Executive Retirement Plan - incorporated by reference to Exhibit 10(k) to the Registrant's Annual Report on Form 10-K405 for the year ended November 28, 1998. -12-
Exhibit Number *10(k) Performance Unit Plan - incorporated by reference to Exhibit 10(a) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended February 27, 1999. *10(l) Employment Agreement, dated as of April 16, 1998, between H.B. Fuller Company and Albert Stroucken - incorporated by reference to Exhibit 10(a) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended May 30, 1998. *10(m) Consulting Agreement and First Amendment to International Service Agreement and Non-Competition Agreement, effective as of April 30, 1998, between H.B. Fuller Company and Walter Kissling - incorporated by reference to Exhibit 10(b) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended May 30, 1998. *10(n) H.B. Fuller Company 1998 Directors' Stock Incentive Plan - incorporated by reference to Exhibit 10(c) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended May 30, 1998. *10(o) Restricted Stock Award Agreement, dated as of April 23, 1998, between H.B. Fuller Company and Lee R. Mitau - incorporated by reference to Exhibit 10(d) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended May 30, 1998. *10(p) Managing Director Agreement with Peter Koxholt signed October 15, 1998 - incorporated by reference to Exhibit 10(p) to the Registrant's Annual Report on Form 10-K for the year ended November 27, 1999. *10(q) Change in Control Agreement dated as of October 15, 1998 between H.B. Fuller Company and Peter Koxholt - incorporated by reference to Exhibit 10(q) to the Registrant's Annual Report on Form 10-K for the year ended November 27, 1999. *10(r) First Amendment to H.B. Fuller Company Supplemental Executive Retirement Plan dated November 4, 1998 - incorporated by reference to Exhibit 10(x) to the Registrant's Annual Report on Form 10-K405 for the year ended November 28, 1998. *10(s) Form of Change in Control Agreement dated as of April 8, 1998 between H.B. Fuller Company and each of its executive officers, other than Peter Koxholt and Albert Stroucken - incorporated by reference to Exhibit 10(y) to the Registrant's Annual Report on Form 10-K405 for the year ended November 28, 1998. *10(t) H.B. Fuller Company Key Employee Deferred Compensation Plan - incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-8 (Commission File No. 333-89453) filed October 21, 1999. *10(u) Employment Agreement dated May 6, 1999 between H.B. Fuller Company and Raymond A. Tucker - incorporated by reference to Exhibit 10(a) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended August 28, 1999. *10(v) First Declaration of Amendment to the Retirement Plan for Directors of H.B. Fuller Company dated February 10, 1999 - incorporated by reference to Exhibit 10(v) to the Registrant's Annual Report on Form 10-K for the year ended November 27, 1999. *10(w) H.B. Fuller Company Directors Benefit Trust, dated February 10, 1999, between H.B. Fuller Company and U.S. Bank National Association, as Trustee, relating to the Retirement Plan for Directors - incorporated by reference to Exhibit 10(w) to the Registrant's Annual Report on Form 10- K for the year ended November 27, 1999. -13-
*Asterisked items are management contracts or compensatory plans or arrangements required to be filed as an exhibit to this Form 10-K405 pursuant to Item 14(c) of this Form 10-K405. Exhibit Number 11 Statement re: Computation of Net Income Per Common Share 13 Pages 13-40 of the H.B. Fuller Company 2000 Annual Report to Shareholders 21 Subsidiaries of the Registrant 23 Consent of PricewaterhouseCoopers LLP 24 Powers of Attorney (b) Reports on Form 8-K No reports on Form 8-K were filed during the fourth quarter of the fiscal year ended December 2, 2000. (c) See Exhibit Index and Exhibits attached to this Form 10-K405. -14-
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. H.B. FULLER COMPANY Dated: March 1, 2001 By /s/ Albert P.L. Stroucken ------------------------------------- ALBERT P.L. STROUCKEN Chairman of the Board, President and Chief Executive Officer 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: Signature Title /s/ Albert P.L. Stroucken Chairman of the Board, - ----------------------------------- President and Chief Executive Officer ALBERT P.L. STROUCKEN and Director (Principal Executive Officer) /s/ Raymond A. Tucker Senior Vice President, and - ----------------------------------- Chief Financial Officer RAYMOND A. TUCKER (Principal Financial Officer) /s/ James C. McCreary, Jr. Vice President and Controller - ----------------------------------- (Principal Accounting Officer) JAMES C. MCCREARY, JR. Anthony L. Andersen *Norbert R. Berg - ----------------------------------- ----------------------------- ANTHONY L. ANDERSEN, Director NORBERT R. BERG, Director *Edward L. Bronstien, Jr. *Robert J. Carlson - ----------------------------------- ----------------------------- EDWARD L. BRONSTIEN, JR., Director ROBERT J. CARLSON, Director *Freeman A. Ford *Gail D. Fosler - ----------------------------------- ----------------------------- FREEMAN A. FORD, Director GAIL D. FOSLER, Director *Reatha Clark King *Walter Kissling - ----------------------------------- ----------------------------- REATHA CLARK KING, Director WALTER KISSLING, Director *John J. Mauriel, Jr. *Lee R. Mitau - ----------------------------------- ----------------------------- JOHN J. MAURIEL, JR., Director LEE MITAU, Director *By: /s/ Richard C. Baker Dated: March 1, 2001 - ----------------------------------- RICHARD C. BAKER Attorney in Fact -15-
EXHIBIT INDEX Exhibit Number 3(a) Restated Articles of Incorporation of H.B. Fuller Company, October 30, 1998- incorporated by reference to Exhibit 3(a) to the Registrant's Annual Report on Form 10-K405 for the year ended November 28, 1998. 3(b) By-Laws of H.B. Fuller Company as amended through July 14, 1999 - incorporated by reference to Exhibit 3(b) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended August 28, 1999. 4(a) Rights Agreement, dated as of July 18, 1996, between H.B. Fuller Company and Norwest Bank Minnesota, National Association, as Rights Agent, which includes as an exhibit the form of Right Certificate - incorporated by reference to Exhibit 4 to the Registrant's Form 8-K, dated July 24, 1996. 4(b) Specimen Stock Certificate. 4(c) Stock Exchange Agreement, dated July 18, 1996, between H.B. Fuller Company and Elmer L. Andersen, including Designations for Series B Preferred Stock- incorporated by reference to Exhibit 10 to the Registrant's Form 8-K, dated July 24, 1996. 4(d) Agreement dated as of June 2, 1998 between H.B. Fuller Company and a group of investors, primarily insurance companies, including the form of Notes -incorporated by reference to Exhibit 4(a) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended August 29, 1998. 4(e) H.B. Fuller Company Executive Stock Purchase Loan Program - incorporated by reference to Exhibit 4.7 to the Registrant's Registration Statement on Form S-8 (Commission File No. 333-44496) filed August 25, 2000 and the Registrant's Registration Statement on Form S-8 (Commission File No. 333-48418) filed October 23, 2000. *10(a) H.B. Fuller Company 1992 Stock Incentive Plan - incorporated by reference to Exhibit 10(a) to the Registrant's Annual Report on Form 10- K for the year ended November 30, 1992. *10(b) H.B. Fuller Company Restricted Stock Plan - incorporated by reference to Exhibit 10(c) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1993. *10(c) H.B. Fuller Company Restricted Stock Unit Plan - incorporated by reference to Exhibit 10(d) to the Registrant's Annual Report on Form 10- K for the year ended November 30, 1993. *10(d) H.B. Fuller Company Directors' Deferred Compensation Plan as Amended February 10, 1999 - incorporated by reference to Exhibit 10(b) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended February 27, 1999. *10(e) H.B. Fuller Company 2000 Stock Incentive Plan - incorporated by reference to Registrant's Registration Statement on Form S-8 (Commission File No. 333-48420) filed August 25, 2000. *10(f) H.B. Fuller Company Executive Benefit Trust dated October 25, 1993 between H.B. Fuller Company and First Trust National Association, as Trustee, relating to the H.B. Fuller Company Supplemental Executive Retirement Plan - incorporated by reference to Exhibit 10(k) to the Registrant's Annual Report on Form 10-K for the year ended November 29, 1997. *10(g) Form of Employment Agreement signed by executive officers - incorporated by reference to Exhibit 10(e) to the Registrant's Annual Report on Form 10-K for the year ended November 30, 1990 (Commission File No. 0-3488).
Exhibit Number *10(h) H.B. Fuller Company Supplemental Executive Retirement Plan - 1998 Revision - incorporated by reference to Exhibit 10(j) to the Registrant's Annual Report on Form 10-K405 for the year ended November 28, 1998. *10(i) Amendments to H.B. Fuller Company Executive Benefit Trust, dated October 1, 1997 and March 2, 1998, between H.B. Fuller Company and First Trust National Association, as Trustee, relating to the H.B. Fuller Company Supplemental Executive Retirement Plan - incorporated by reference to Exhibit 10(k) to the Registrant's Annual Report on Form 10-K405 for the year ended November 28, 1998. *10(k) Performance Unit Plan - incorporated by reference to Exhibit 10(a) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended February 27, 1999. *10(l) Employment Agreement, dated as of April 16, 1998, between H.B. Fuller Company and Albert Stroucken - incorporated by reference to Exhibit 10(a) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended May 30, 1998. *10(m) Consulting Agreement and First Amendment to International Service Agreement and Non-Competition Agreement, effective as of April 30, 1998, between H.B. Fuller Company and Walter Kissling - incorporated by reference to Exhibit 10(b) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended May 30, 1998. *10(n) H.B. Fuller Company 1998 Directors' Stock Incentive Plan - incorporated by reference to Exhibit 10(c) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended May 30, 1998. *10(o) Restricted Stock Award Agreement, dated as of April 23, 1998, between H.B. Fuller Company and Lee R. Mitau - incorporated by reference to Exhibit 10(d) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended May 30, 1998. *10(p) Managing Director Agreement with Peter Koxholt signed October 15, 1998 - incorporated by reference to Exhibit 10(p) to the Registrant's Annual Report on Form 10-K for the year ended November 27, 1999. *10(q) Change in Control Agreement dated as of October 15, 1998 between H.B. Fuller Company and Peter Koxholt - incorporated by reference to Exhibit 10(q) to the Registrant's Annual Report on Form 10-K for the year ended November 27, 1999. *10(r) First Amendment to H.B. Fuller Company Supplemental Executive Retirement Plan dated November 4, 1998 - incorporated by reference to Exhibit 10(x) to the Registrant's Annual Report on Form 10-K405 for the year ended November 28, 1998. *10(s) Form of Change in Control Agreement dated as of April 8, 1998 between H.B. Fuller Company and each of its executive officers, other than Peter Koxholt and Albert Stroucken - incorporated by reference to Exhibit 10(y) to the Registrant's Annual Report on Form 10-K405 for the year ended November 28, 1998. *10(t) H.B. Fuller Company Key Employee Deferred Compensation Plan - incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-8 (Commission File No. 333-89453) filed October 21, 1999. *10(u) Employment Agreement dated May 6, 1999 between H.B. Fuller Company and Raymond A. Tucker - incorporated by reference to Exhibit 10(a) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended August 28, 1999. *10(v) First Declaration of Amendment to the Retirement Plan for Directors of H.B. Fuller Company dated February 10, 1999 - incorporated by reference to Exhibit 10(v) to the Registrant's Annual Report on Form 10-K for the year ended November 27, 1999.
Exhibit Number *10(w) H.B. Fuller Company Directors Benefit Trust, dated February 10, 1999, between H.B. Fuller Company and U.S. Bank National Association, as Trustee, relating to the Retirement Plan for Directors - incorporated by reference to Exhibit 10(w) to the Registrant's Annual Report on Form 10- K for the year ended November 27, 1999. *Asterisked items are management contracts or compensatory plans or arrangements required to be filed as an exhibit to this Form 10-K405 pursuant to Item 14(c) of this Form 10-K405. 11 Statement re: Computation of Net Income Per Common Share 13 Pages 13-40 of the H.B. Fuller Company 2000 Annual Report to Shareholders 21 Subsidiaries of the Registrant 23 Consent of PricewaterhouseCoopers LLP 24 Powers of Attorney