SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Bauknight Russell Leroy

(Last) (First) (Middle)
1517 GERVAIS STREET

(Street)
COLUMBIA SC 29201

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/17/2004
3. Issuer Name and Ticker or Trading Symbol
NORDSON CORP [ NDSN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Trustee
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares, no par value 4,237,127 I (see explanation numbers 1 to 8)(1)(2)(3)(4)(5)(6)(7)(8)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Upon the death of Evan W. Nord, Russell L. Bauknight succeeded Evan W. Nord as trustee of certain trusts identified in this explanation, and as of September 17, 2004 became a reporting person and holds the following Common Shares and has sole voting power and sole investment power with respect to those Common Shares of each of the following trusts: 1.Cynthia W. Nord Charitable Remainder Unitrust dated June 9, 1994 1,000,000 common shares 2.Evan W. Nord Charitable Remainder Unitrust dated June 9, 1994 1,000,000 common shares 3.Evan W. Nord Revocable Trust, dated July 6, 1994, as supplemented September 21, 1994 and November 18, 1994 371,167 common shares 4.1997 Evan W. Nord Grandchild Trust No. 1 dated April 10, 1997 420 common shares 5.1997 Evan W. Nord Grandchildren Trust dated September 8, 1997 820 common shares
2. 6.Evan W. Nord Trust FBO Bruce B. Nord dated June 2, 1987 31,200 common shares 7.Evan W. Nord Trust FBO Ethan W. Nord dated June 2, 1987 31,200 common shares 8.Evan W. Nord Trust FBO Kathleen N. Peterson dated June 2, 1987 31,200 common shares 9.Evan W. Nord Trust FBO Eric T. Nord dated June 2, 1987 31,200 common shares 10.Evan W. Nord Trust FBO Allyson M. Nord dated June 2, 1987 31,200 common shares 11.Evan W. Nord Trust Agreement FBO Wiley Kennedy dated December 8, 1995 8,500 common shares 12.2000 Irrevocable Trust Agreement of Evan W. Nord 60,000 common shares 13.2000 Charitable Remainder Trust No. 1 of Evan W. Nord 40,000 common shares 14.2000 Charitable Remainder Trust No. 2 of Evan W. Nord 4,000 common shares 15.2000 Charitable Remainder Trust No. 3 of Evan W. Nord 4,000 common shares 16.2000 Charitable Remainder Trust No. 4 of Evan W. Nord 4,000 common shares
3. 17.2000 Charitable Remainder Trust No. 5 of Evan W. Nord 4,000 common shares 18.2000 Charitable Remainder Trust No. 6 of Evan W. Nord 4,000 common shares 19.2000 Charitable Remainder Trust No. 7 of Evan W. Nord 4,000 common shares 20.2000 Charitable Remainder Trust No. 8 of Evan W. Nord 4,000 common shares 21.2000 Charitable Remainder Trust No. 9 of Evan W. Nord 4,000 common shares 22.2000 Charitable Remainder Trust No. 10 of Evan W. Nord 4,000 common shares 23.2000 Charitable Remainder Trust No. 11 of Evan W. Nord 4,000 common shares 24.2000 Charitable Remainder Trust No. 12 of Evan W. Nord 4,000 common shares 25.2000 Charitable Remainder Trust No. 13 of Evan W. Nord 4,000 common shares
4. 26.2000 Charitable Remainder Trust No. 14 of Evan W. Nord 4,000 common shares 27.2000 Charitable Remainder Trust No. 15 of Evan W. Nord 4,000 common shares 28.2000 Charitable Remainder Trust No. 16 of Evan W. Nord 4,000 common shares 29.2000 Charitable Remainder Trust No. 17 of Evan W. Nord 4,000 common shares 30.2000 Charitable Remainder Trust No. 18 of Evan W. Nord 4,000 common shares 31.2000 Charitable Remainder Trust No. 19 of Evan W. Nord 4,000 common shares 32.2000 Charitable Remainder Trust No. 20 of Evan W. Nord 4,000 common shares
5. Additionally, Evan W. Nord had testamentary power of appointment over 1,524,220 shares held by the Walter G. Nord Testamentary Trust. Evan W. Nord exercised this power of appointment in his will such that these shares were apportioned into a total of ten (10) individual trusts for the benefit of Evan W. Nord's lineal descendants.
6. In five (5) of these trusts, Russell L. Bauknight, as of September 17, 2004, is the sole trustee with sole investment power and sole voting power with respect to 762,110 of the 1,524,220 shares for the following trusts: (1) Evan W. Nord Trust for Lineal Descendants FBO Allyson N. Wandtke dated May 25, 1995; (2) Evan W. Nord Trust for Lineal Descendants FBO Kathleen N. Peterson dated May 25, 1995; (3) Evan W. Nord Trust for Lineal Descendants FBO Ethan W. Nord dated May 25, 1995; (4) Evan W. Nord Trust for Lineal Descendants FBO Eric T. Nord dated May 25, 1995 ;and (5) Evan W. Nord Trust for Lineal Descendants FBO Bruce B. Nord dated May 25, 1995. The other five (5) trusts holding the remaining 762,110 shares are discussed in Explanation 2 herein.
7. As stated in Explanation 1, Evan W. Nord had testamentary power of appointment over 1,524,220 shares held by the Walter G. Nord Testamentary Trust. Evan W. Nord exercised this power of appointment in his will such that these shares were apportioned into a total of ten (10) individual trusts for the benefit of Evan W. Nord's lineal descendants.In five (5) of these trusts, Russell L. Bauknight and Case Western Reserve University, as of September 17, 2004, are co-trustees that have shared voting power and shared investment power with respect to 762,110 shares for the following trusts:
8. (1) Evan W. Nord Charitable Remainder Unitrust FBO Eric Nord and Charitable Purposes dated June 1, 1993, as supplemented on July 28, 1994 and May 26, 1995; (2) Evan W. Nord Charitable Remainder Unitrust FBO Ethan Nord and Charitable Purposes dated June 1, 1993, as supplemented on July 28, 1994 and May 26, 1995; (3) Evan W. Nord Charitable Remainder Unitrust FBO Bruce Nord and Charitable Purposes dated June 1, 1993, as supplemented on July 28, 1994 and May 26, 1995; (4) Evan W. Nord Charitable Remainder Unitrust FBO Kathleen Peterson and Charitable Purposes dated June 1, 1993, as supplemented on July 28, 1994 and May 26, 1995; and (5) Evan W. Nord Charitable Remainder Unitrust FBO Allyson N. Wandtke and Charitable Purposes dated June 1, 1993, as supplemented on July 28, 1994 and May 26, 1995.
/s/ Russell L. Bauknight 09/27/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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