-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, kLzBbV/HQSHnDptaD5BTAMCS4dWu6e/wrUsS7STD50urW7+Jnqq+BeyCkQwWrxkT wsN6jA7T9UVc87x0F1GEag== 0000950131-95-001881.txt : 199507170000950131-95-001881.hdr.sgml : 19950717 ACCESSION NUMBER: 0000950131-95-001881 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950531 FILED AS OF DATE: 19950714 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FULLER H B CO CENTRAL INDEX KEY: 0000039368 STANDARD INDUSTRIAL CLASSIFICATION: ADHESIVES & SEALANTS [2891] IRS NUMBER: 410268370 STATE OF INCORPORATION: MN FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09225 FILM NUMBER: 95553851 BUSINESS ADDRESS: STREET 1: 2400 ENERGY PK DR CITY: ST PAUL STATE: MN ZIP: 55108 BUSINESS PHONE: 6126453401 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q QUARTERLY REPORT Under Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE QUARTER ENDED MAY 31, 1995 Commission File No. 0-3488 H. B. FULLER COMPANY A Minnesota Corporation IRS Employer Identification No. 41-0268370 2400 Energy Park Drive, St. Paul, Minnesota 55108 Telephone - (612) 645-3401 Common Stock, $1.00 par value 13,959,660 shares outstanding as of June 30, 1995 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 ----- ----- -1- H. B. FULLER COMPANY SECOND QUARTER 1995 Form 10-Q Quarterly Report Table of Contents PART I. FINANCIAL INFORMATION ------------------------------ Item 1. Financial Statements: Consolidated Condensed Statements of Earnings - Three months and six months ended May 31, 1995 and 1994 Consolidated Condensed Balance Sheets - May 31, 1995 and November 30, 1994 Consolidated Condensed Statements of Cash Flows - Six months ended May 31, 1995 and 1994 Notes to Consolidated Condensed Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations PART II. OTHER INFORMATION --------------------------- Item 1. Legal Proceedings Item 4. Submission of Matters to a Vote of Security Holders Item 6. Exhibits and Reports on Form 8-K Signatures -2- H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES Consolidated Condensed Statements of Earnings (Unaudited) (In Thousands Except Per Share Amounts)
Three Months Ended Six Months Ended --------------------------- --------------------------- May 31, 1995 May 31, 1994 May 31, 1995 May 31, 1994 ------------- ------------- ------------- ------------- NET SALES $322,434 $272,377 $618,084 $514,876 -------- -------- -------- -------- Costs and expenses: Cost of sales 218,666 182,186 420,937 347,714 Selling, administrative and other expenses 81,788 70,125 160,073 136,967 Interest expense 4,463 2,983 8,575 5,648 Other (income) expense, net 845 1,005 1,238 1,431 -------- -------- -------- -------- 305,762 256,299 590,823 491,760 -------- -------- -------- -------- Earnings before income taxes and minority interests 16,672 16,078 27,261 23,116 Income taxes (6,530) (6,637) (10,850) (9,420) Net earnings of consolidated subsidiaries applicable to minority interests (73) (140) (309) (359) -------- -------- -------- -------- Earnings before accounting changes 10,069 9,301 16,102 13,337 Accounting changes (2,532) -------- -------- -------- -------- NET EARNINGS 10,069 9,301 13,570 13,337 Dividends on preferred stock (4) (4) (8) (8) -------- -------- -------- -------- NET EARNINGS APPLICABLE TO COMMON STOCK $ 10,065 $ 9,297 $ 13,562 $ 13,329 ======== ======== ======== ======== Average number of common and common equivalent shares outstanding 14,053 14,034 14,042 14,031 ======== ======== ======== ======== Per share earnings before accounting changes $ 0.72 $ 0.66 $ 1.15 $ 0.95 Per share accounting changes (0.18) -------- -------- -------- -------- NET EARNINGS PER COMMON SHARE $ 0.72 $ 0.66 $ 0.97 $ 0.95 ======== ======== ======== ======== Cash dividend per common share $ 0.16 $ 0.15 $ 0.31 $ 0.29 ======== ======== ======== ========
See accompanying Notes to Consolidated Condensed Financial Statements. -3- H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES Consolidated Condensed Balance Sheets (Unaudited) (In Thousands)
May 31, 1995 November 30, 1994 ----------------- ----------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 6,478 $ 9,830 Trade receivables 189,998 172,823 Allowance for doubtful accounts (6,232) (6,221) Inventories 165,677 152,651 Other current assets 33,222 32,320 -------- -------- TOTAL CURRENT ASSETS 389,143 361,403 Property, plant and equipment, net of accumulated depreciation of $239,120 in 1995 and $218,803 in 1994 321,381 295,090 Other intangibles 16,580 18,097 Excess cost 39,503 40,422 Other assets 31,619 27,605 -------- -------- TOTAL ASSETS $798,226 $742,617 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable $ 51,071 $ 53,125 Current installments of long-term debt 7,066 6,430 Accounts payable 111,723 105,825 Accrued expenses 55,405 58,080 Income taxes payable 10,212 8,278 -------- -------- TOTAL CURRENT LIABILITIES 235,477 231,738 Long-term debt, excluding current installments 165,938 130,009 Deferred income taxes, accrued pension cost, postretirement costs, other liabilities and minority interests 111,093 106,065 STOCKHOLDERS' EQUITY: Preferred stock 306 306 Common stock 13,959 13,935 Additional paid-in capital 19,275 18,907 Retained earnings 246,676 236,572 Foreign currency translation adjustment 7,741 7,532 Unearned compensation (2,239) (2,447) -------- -------- TOTAL STOCKHOLDERS' EQUITY 285,718 274,805 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $798,226 $742,617 ======== ========
See accompanying Notes to Consolidated Condensed Financial Statements. -4- H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES Consolidated Condensed Statement of Cash Flows (Unaudited) (In Thousands)
Six Months Ended ------------------------------ May 31, 1995 May 31, 1994 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 13,570 $ 13,337 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 19,213 14,734 Pension costs 4,693 5,363 Deferred income tax 3,339 (1,251) Accounting changes 2,532 Other items 1,152 4,089 Change in current assets and liabilities: Increase in accounts receivable (10,466) (16,749) Increase in inventory (9,933) (2,478) Increase in prepaid assets (3,156) (3,330) Increase in accounts payable 473 3,410 Decrease in accrued expense (6,280) (388) (Decrease) increase in income taxes payable (902) 939 -------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES 14,235 17,676 CASH FLOWS FROM INVESTING ACTIVITIES: Purchased property, plant and equipment (35,966) (22,827) Purchased businesses, net of cash acquired (72,950) Investment in affiliated companies (368) -------- -------- NET CASH USED IN INVESTING ACTIVITIES (35,966) (96,145) CASH FLOWS FROM FINANCING ACTIVITIES: Increase in long-term debt 66,970 50,085 Current installments and payments of long-term debt (33,247) (1,676) (Decrease) increase in notes payable (4,129) 22,751 Dividends paid (4,263) (3,974) Other (7,195) (2,368) -------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES 18,136 64,818 Effect of exchange rate changes on cash 243 (554) -------- -------- NET CHANGE IN CASH AND CASH EQUIVALENTS (3,352) (14,205) Cash and cash equivalents at beginning of year 9,830 17,377 -------- -------- Cash and cash equivalents at end of period $ 6,478 $ 3,172 ======== ======== Supplemental disclosures of cash flow information: Cash paid during the year for: Interest expense (net of amount capitalized) $ 9,294 $ 4,987 Income taxes $ 10,204 $ 10,130
For purposes of this statement, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. -5- H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES Notes to Consolidated Condensed Financial Statements (Amounts in Thousands) (Unaudited) 1. In the opinion of the Company, the accompanying unaudited Consolidated Condensed Financial Statements include all adjustments necessary to present fairly the financial position as of May 31, 1995 and November 30, 1994, the results of its operations for the three and six month periods ended May 31, 1995 and 1994 and its cash flows for the six month periods ended May 31, 1995 and 1994. All adjustments were of a normal recurring nature. 2. The results of operations for the three month period ended May 31, 1995 are not necessarily indicative of the results to be expected for the full year. 3. The composition of inventories is presented below:
May 31, 1995 November 30, 1994 ------------ ----------------- Raw materials $ 84,212 $ 78,007 Finished goods 92,448 85,032 LIFO reserve (10,983) (10,388) -------- -------- $165,677 $152,651 ======== ========
4. Net earnings per common share is determined by dividing the net earnings applicable to common stock by the weighted average number of common and common equivalent shares outstanding (stock options). 5. The Company enters into foreign exchange forward contracts as a hedge against firm commitment foreign currency intercompany accounts receivable/payable/debt. Market value gains and losses are recognized, and the resulting credit or debit offsets foreign exchange gains or losses on those receivables/payables/debt. At May 31, 1995, the aggregate contract value of instruments used to buy U.S. dollars in exchange for foreign currency (primarily 8,784 Dutch guilders, 3,431 Canadian dollars and 3,808 deutsche marks) was $10,666. The aggregate contract value of instruments used to sell pound sterling in exchange for Dutch guilders was approximately $6,596. The contracts mature between June 1, 1995 and November 15, 2000. 6. In the first quarter of 1995, the Company adopted Statements of Financial Accounting Standards (FAS) No. 112, "Employer's Accounting for Postemployment Benefits". -6- 7. The carrying amounts and estimated fair values of the Company's significant other financial instruments at May 31, 1995, are as follows: (000's)
Carrying Fair Amount Value -------- -------- Cash and short-term investments $ 6,478 $ 6,478 Notes payable 51,071 51,071 Long-term debt 173,004 182,955
Fair values of short-term financial instruments approximate their carrying values due to their short maturity. The fair value of long-term debt is based on quoted market prices for the same or similar issues or on the current rates offered to the Company for debt of similar maturities. The estimates presented above on long-term financial instruments are not necessarily indicative of the amounts that would be realized in a current market exchange. -7- Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF --------------------------------------- FINANCIAL CONDITION AND RESULTS OF OPERATIONS --------------------------------------------- (Dollars in Thousands) The following discussion includes comments and data relating to the Company's financial condition and results of operations during the periods included in the accompanying Consolidated Condensed Financial Statements. Results of Operations --------------------- Net sales for the second quarter of 1995 increased $50,057 or 18.4% when compared to the same quarter in 1994. Net sales for the first half of 1995 increased $103,208, or 20.0%, when compared to the first half of 1994. A comparison of sales increases by operating area is as follows:
Three Months Ended Six Months Ended May 31, 1995 May 31, 1995 Operating Area May 31, 1994 May 31, 1994 -------------- ------------------ ---------------- North America $21,418 14% $ 47,018 16% Latin America 7,342 19% 13,664 16% Europe 16,928 28% 31,903 29% Asia/Pacific 4,369 27% 10,623 33% ------- -------- Total $50,057 18% $103,208 20% ======= ========
In North America, the 14% second quarter sales increase was composed of one percentage point relating to increased volume and changes in product mix, 8 percentage points related to a second quarter 1994 acquisition and 5 percentage points resulting from an increase in pricing. The Adhesives, Sealants and Coatings Group had a 17% increase in sales with 12 percentage points resulting from a late second quarter 1994 acquisition and the other 5 percentage points of growth occurring primarily in the paper/converting, graphic arts and polymer markets of the industrial adhesives group and in the woodworking and engineered systems markets of the structural adhesives group. In the Specialty Group, sales increased 6% primarily due to growth occurring in Linear Products Incorporated and TEC Incorporated. The Industrial Coatings and Monarch Divisions experienced a slight sales growth when compared to 1994. Sales of Foster Products Corporation approximated the sales of 1994. Overall, Specialty Group sales on a comparable basis were adversely affected 2 percentage points by the second quarter 1994 restructuring in Foster Products Corporation when the PVC product line was sold. North American operating earnings grew at a rate of 12% increasing from $10,364 to $11,568. -8- For the first half of 1995, North American sales increased 16% and was composed of 4 percentage points resulting from increased volume and changes in product mix, 9 percentage points resulting from sales of a business acquired late in the second quarter of 1994, 4 percentage points resulting from an increase in pricing, and a negative one percentage point resulting from the 1994 restructuring of the Foster Products Corporation. The Adhesives, Sealants and Coatings Group had a 21% increase in 1995 sales, with 13 percentage points resulting from a late second quarter 1994 acquisition and the other 8 percentage points of growth occurring primarily in the paper/converting, graphic arts and polymer units of the industrial adhesives group and in engineered systems, woodworking and automotive markets of the structural adhesives group. The Specialty Group had a 5% sales growth with the primary growth occurring in the Industrial Coatings Division and TEC Incorporated. North American operating earnings grew at a rate of 24% from $13,424 in 1994 to $16,640 for the first half of 1995. Latin American second quarter 1995 sales increased 19% over 1994. The increase in sales is composed of 13 percentage points relating to increased volume and changes in product mix and a 6 percentage point increase in pricing. Latin American operating earnings were down slightly when compared to 1994, from $4,909 in 1994 to $4,743 in 1995. Competitive pressures in the paint market and inflationary pressures, particularly in South America, were the primary reasons for the decrease in operating earnings. This trend of operating earnings is expected to continue in the second half of 1995. In Europe, the 28% second quarter 1995 sales increase was composed of 16 percentage points resulting from favorable foreign currency translations due to the weakening of the U.S. dollar, 5 percentage points due to an increase in pricing and 7 percentage points due to an increase in volume and changes in product mix. As a result of the sales increase, operating income was up substantially when compared to the same quarter in 1994, increasing from $4,732 to $6,218. Asia/Pacific sales were up 27% compared to the same period last year. The weakening of the U.S. dollar, compared to local currencies, caused 11 percentage points of the increase. Operating earnings decreased from $57 in 1994 to ($598) in 1995, primarily as a result of the continuing economic slowdown in Japan and ongoing expenditures to support expansion of operations in the Asia/Pacific region. For the first half of 1995, Latin American sales increased 16% over the same period in 1994 with 11 percentage points accounted for by increased volume and changes in product mix and 5 percentage points resulting from increased pricing. Operating earnings decreased slightly from $11,723 in 1994 to $11,670 in 1995. European sales were up 29% from first half 1994 sales with the weakening of the U.S. dollar causing a 13 percentage point increase. The 16 percentage point increase in local currency sales was composed of 8 percentage points resulting from increased volume and changes in product mix, 3 percentage points in increased pricing and 5 percentage points resulting from a late first quarter 1994 acquisition in the U.K. Operating earnings increased 80% from $4,963 in 1994 to $8,948 in 1995. However, raw material cost pressures in the second half of 1995 -9- are expected to produce second half of the year operating earnings that will approximate the 1994 second half operating earnings. Asia/Pacific sales increased 33% with 11 percentage points from a weakened U.S. dollar and 9 percentage points due to a late first quarter 1994 acquisition in New Zealand. Continued expansion activities in Asia/Pacific and the economic slowdown in Japan caused operating earnings to decrease from $85 in 1994 to ($232) in 1995. A pretax restructuring charge of $6,001 ($5,299 after tax) was recorded in the fourth quarter of fiscal year 1993. As of May 31, 1995, the remaining pretax restructuring reserve was $981 and is currently estimated to be adequate to complete the restructuring. Cost of sales for the second quarter increased 20.0% ($36,480) over the same quarter in 1994. Consolidated gross margins, as a percent of sales, decreased from 33.11% in 1994 to 32.18% in 1995. Gross margins, as a percent of sales, decreased in all geographic regions except Asia/Pacific when compared to 1994. The Company continued to experience rising raw material cost pressures in the quarter and these pressures are expected to continue in Europe and Latin America in the second half of 1995. The automotive acquisition in late second quarter 1994 had a negative 0.32 percentage point impact on gross margins in the quarter. Year-to-date, cost of sales was up 21.1% ($73,223) when compared to the same period in 1994. Consolidated gross margins, as a percent of sales, decreased from 32.47% in 1994 to 31.90% in 1995 with 1995 gross margins negatively affected 0.34 percentage points by the 1994 acquisitions. Selling, administrative, and other expenses for the quarter were up 16.6% ($11,663) when compared to the prior year. This category of expense, as a percent of sales, improved from 25.75% in 1994 to 25.37% in 1995 with the impact of the lower expenses of the 1994 acquisitions being the primary cause of this decrease. Year-to-date, selling, administrative and other expenses for 1995 increased 16.9% ($23,106) when compared to the prior year. This category of expense, as a percent of sales, improved from 26.60% in 1994 to 25.90% in 1995, with the 1994 acquisitions contributing 0.44 percentage points of the improvement. Interest expense for the first half of 1995 increased 51.8% ($2,927). The increase in interest expense was the result of higher borrowing levels to fund first half 1994 acquisitions and to fund an increased level of capital spending. Income taxes for the first half of 1995 increased $1,430 (15.2%) when compared to the first half of 1994 primarily as a result of increased earnings. The effective tax rate decreased from 40.75% in 1994 to 39.80% in 1995. The final year-end rate is expected to be 1.03 percentage points higher than last year's 38.77% effective tax rate. Net earnings increased from $13,337 in the first half of 1994 to $13,570 in the first half of 1995. 1995 net earnings were reduced by a $2,532 accounting change charge. -10- Liquidity and Capital Resources ------------------------------- The cash flows as presented in this section have been calculated by comparison of the Consolidated Condensed Balance Sheets at May 31, 1995 and November 30, 1994 and May 31, 1994 and November 30, 1993. During the first half of 1995, the Company generated $14,235 of cash from operations as compared to $17,676 in the first half of 1994. The decrease in cash generated was primarily the result of cash flow from net earnings which increased $2,765 (excluding the non-cash accounting change charge of $2,532) in 1995 and an increase of $5,462 of other non-cash adjustments to net income in 1995 compared to the same period in 1994, which was more than offset by an $11,668 increase in cash to fund operating working capital. Working capital was $153,666 at May 31, 1995 compared to $129,665 at November 30, 1994. The current ratio at May 31, 1995 was 1.7 compared to 1.6 at November 30, 1994. The number of days sales in trade accounts receivable was 51 days at May 31, 1995 up one days sales from May 31, 1994. The average days sales in inventory on hand was at 67 days equaling the days sales at May 31, 1994. The primary reason for the reduction in accrued expenses is the payment of year-end 1994 salary accruals in the first quarter of 1995. The primary reason for the increase in accounts payable was the increase in inventories which were increased to support projected third quarter sales. The Company's long-term debt to total capitalization ratio was 36.7% at May 31, 1995 compared to 32.1% at November 30, 1994. Long-term debt increased to fund capital expenditures, to fund increased operating working capital and to prefund postretirement benefits ($6,182). Capital expenditures for property, plant and equipment of $35,966 in first half 1995 were primarily for continued construction of manufacturing plants in Honduras and Minnesota, for general improvements in manufacturing productivity and operating efficiency and for environmental projects. Environmental capital expenditures, less than 10% of total expenditures, are not a material portion of overall Company expenditures. -11- H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES Increases (Decreases) (Dollars In Thousands) A summary of the period to period changes in the principal items included in the Consolidated Condensed Statements of Earnings is presented below:
Comparison of Comparison of Three Months Ended Six Months Ended --------------------- ---------------------- May 31, 1995 and 1994 May 31, 1995 and 1994 --------------------- ---------------------- NET SALES $50,057 18.4% $103,208 20.0% Cost of sales 36,480 20.0% 73,223 21.1% Selling, administrative and other expenses 11,663 16.6% 23,106 16.9% Interest expense 1,480 49.6% 2,927 51.8% Other income (expense), net 160 15.9% 193 13.5% ------- -------- Earnings before income taxes and minority interests 594 3.7% 4,145 17.9% Income taxes (107) -1.6% 1,430 15.2% Net earnings of consolidated subsidiaries applicable to minority interests (67) -47.9% (50) -13.9% ------- -------- Earnings before accounting changes 768 8.3% 2,765 20.7% Accounting changes (2,532) ------- -------- NET EARNINGS $ 768 8.3% $ 233 1.7% ======= ========
-12- PART II. OTHER INFORMATION Item 1. Legal Proceedings ----------------- ENVIRONMENTAL REMEDIATION. ------------------------- The Company currently is deemed a potentially responsible party ("PRP"), in conjunction with numerous other parties, in a number of government enforcement and private actions associated with hazardous waste sites ("Sites"). As a PRP or defendant, the Company may be required to pay a share of the cost of investigation and cleanup of these Sites. In some cases, the Company may have rights of indemnification from other parties. The Company's future liability for such claims is difficult to predict because of uncertainty as to the cost of investigation and cleanup of the Sites, the Company's responsibility for such hazardous wastes and the number or financial condition of other PRPs or defendants. Reserves for future liabilities at the Sites are established as soon as an estimate of potential cleanup costs and allocation can be determined. The reserves are reviewed and revised quarterly in light of currently available technical and legal information. Based upon such available information, it is the Company's opinion that these environmental claims will not result in material liability to the Company. Following is an update on two Sites previously reported. The expected or anticipated costs for these Sites are included in the current reserves of the Company. VANDALE JUNKYARD, DAYTON, OHIO. ------------------------------ The Company received a Request for Information from the EPA directed to its Automotive Technology Systems, Inc. facility in Dayton, Ohio. The Company responded to the EPA's Request for Information, an internal investigation has started, and preliminary contact with a PRP Group has been made. Records obtained from a Freedom of Information Request indicate that haulers interviewed by the Ohio EPA recall hauling waste in the 1980's from Protective Treatments, Inc., a predecessor corporation, to the Site. The estimated cleanup costs are approximately $4 million. The Company has agreed to participate in a de minimis settlement and, pursuant to such settlement, will pay the sum of $12,000. NINTH AVENUE, GARY, INDIANA. --------------------------- The Company was named as a defendant in a private cost recovery action brought by PRPs who have conducted remedial activities at the Site. The participating PRPs have expended in excess of $20 million to date. The Company has agreed to settle its share of liability at the Site for the sum of $50,000. -13- Item 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- The Company held its Annual Meeting of Shareholders on April 20, 1995. Proxies for such meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. At such meeting, each of management's four nominees for director in Class II were elected for a three year term (until the Company's 1998 Annual Meeting), and until the directors' respective successors are duly elected and qualified;
Combined Common & Combined Common & Preferred Share Preferred Share Director Name Votes in Favor Votes Withheld ------------- ----------------- ----------------- Anthony L. Andersen 15,971,183 125,696 Norbert R. Berg 15,932,091 164,788 Freeman A. Ford 15,955,510 141,369 John J. Mauriel, Jr. 15,968,247 128,632
In addition, a proposal to ratify the appointment of Price Waterhouse as independent auditors for the Company for the fiscal year ending November 30, 1995 was approved by a vote of 15,980,692 combined common and preferred share votes in favor, 82,260 combined common and preferred share votes against, and 33,927 combined common and preferred share votes abstaining. There were no broker nonvotes with respect to the ratification of the appointment of Price Waterhouse as auditors. Item 6. Exhibits and reports on Form 8-K -------------------------------- (a) Exhibits to Part I 27 Financial Data Schedule (b) Reports on Form 8-K. No reports on Form 8-K were filed for the three months ended May 31, 1995. -14- SIGNATURES 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. H. B. Fuller Company Dated: July 14, 1995 /S/ Jorge Walter Bolanos ------------------------ Jorge Walter Bolanos Senior Vice President, Treasurer and Chief Financial Officer Dated: July 14, 1995 /S/ David J. Maki ----------------------- David J. Maki Vice President and Controller -15- EX-27 2 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from Balance Sheet, Income Statement and is qualified in its entirety by reference to such financial statements. 1,000 6-MOS NOV-30-1994 DEC-01-1994 MAY-31-1995 6,478 0 189,998 6,232 165,677 389,143 560,501 239,120 798,226 235,477 165,938 13,959 0 306 271,453 798,226 618,084 618,084 420,937 160,073 1,238 599 8,575 27,261 10,850 16,102 0 0 2,532 13,570 .97 .97
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