FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2001
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ___________________ to ____________________
Commission file number 001-09225
H.B. FULLER COMPANY THRIFT PLAN
H.B. FULLER COMPANY
1200 Willow Lake Boulevard, P.O. Box 64683
St. Paul, Minnesota 55164-0683
H.B. Fuller Company Thrift Plan
Index to Financial Statements and Supplemental Schedules
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Page(s)
Report of Independent Accountants F-2
Financial Statements:
Statement of Net Assets Available for Benefits at December 31, 2001 and 2000 F-3
Statement of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 2001 F-4
Notes to Financial Statements F-5 - F-9
Supplemental Schedules:
Schedule of Assets (Held at End of Year) at December 31, 2001 F-10
Schedule of Reportable Transactions for the Year Ended December 31, 2001 F-11
F-1
Report of Independent Accountants
To the Participants and Administrator
of the H.B. Fuller Company Thrift Plan:
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the H.B. Fuller Company Thrift Plan (the Plan) at December 31, 2001 and 2000,
and the changes in net assets available for benefits for the year ended December
31, 2001 in conformity with accounting principles generally accepted in the
United States of America. These financial statements are the responsibility of
the Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of the H.B.
Fuller Company Thrift Plan, as listed in the accompanying index on page F-1, are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements but are supplementary information required by the
Department of Labor's Rules and Regulation for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
June 17, 2002
F-2
H.B. Fuller Company Thrift Plan
Statement of Net Assets Available for Benefits
At December 31, 2001 and 2000
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ASSETS 2001 2000
Investments, at fair value $160,701,699 $139,209,692
Receivables:
Participant contributions receivable 183,485 193,531
Employer contributions receivable 90,146 103,582
Accrued income 10,760 10,563
------------ ------------
Total assets 160,986,090 139,517,368
LIABILITIES
Other liabilities 119,076 287,236
------------ ------------
Net assets available for benefits $160,867,014 $139,230,132
============ ============
The accompanying notes are an integral part of the financial statements.
F-3
H.B. Fuller Company Thrift Plan
Statement of Changes in Net Assets Available for Benefits
At December 31, 2001 and 2000
--------------------------------------------------------------------------------
2001
Additions:
Investments:
Interest $ 120,645
Dividends 1,739,131
Net appreciation in market value of investments 25,514,638
Other income 325,417
------------
Total investment income 27,699,831
Participant contributions 6,477,816
Employer contributions 3,172,617
------------
Total additions 37,350,264
------------
Deductions:
Participant distributions and withdrawals 15,599,174
Administrative expense 114,208
------------
Total deductions 15,713,382
------------
Net increase 21,636,882
Net assets available for benefits:
Beginning of year 139,230,132
------------
End of year $160,867,014
============
The accompanying notes are an integral part of the financial statements.
F-4
H.B. Fuller Company Thrift Plan
Notes to Financial Statements
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1. Description of the Plan
The following brief description of the H.B. Fuller Company Thrift Plan (the
Plan) is provided for general information purposes only. Participants
should refer to the Plan document for more complete information regarding
the Plan's definitions, benefits, eligibility and other matters.
General
The plan is a defined contribution plan covering all eligible employees of
H.B. Fuller Company (the Employer). The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974, as amended (ERISA).
Trustee
The trustee for the Plan is Wells Fargo Minnesota, N.A. (the Trustee).
Eligibility and Contributions
All regular full-time, non-union employees who have been employed for six
months, or regular part-time, non-union employees who have been employed
for twelve months are eligible to participate in the Plan. To become a
participant in the Plan, an employee must agree to make contributions equal
to 1% of pre-tax compensation up to a maximum of 12% of pre-tax
compensation for highly compensated participants and 15% for non-highly
compensated participants each subject to a statutory maximum of $10,500 for
2001.
The Employer makes contributions to employees' accounts by matching 100% of
an employee's contributions, up to 4% of the employee's eligible
compensation in the form of H.B. Fuller Company Common Stock. A
participant's contribution may be invested in any combination of the
following participant directed investment funds or an H.B. Fuller Company
Common Stock fund (which is non-participant directed) including the Wells
Fargo Stable Return Fund, PIMCO Total Return Bond Fund, Wells Fargo Index
Equity Fund (S&P 500), Wells Fargo Small Company Growth Equity Fund, Wells
Fargo Growth Balanced Investment Fund, Janus Twenty Fund and Janus Overseas
Fund. A participant's investment option for past and future contributions
can be changed daily. All Employer matching contributions are invested in
the Company Stock Fund. Investment income is allocated to all participants
on the basis of their respective account balances at the close of each
daily fund valuation.
A participant's voluntary contribution percentage amount can be changed or
suspended at anytime. Employer contributions to the Plan cease during the
suspension period.
Participant Accounts
Each participant's account is credited with (a) the participant's
contribution, (b) the Employer's contribution, and (c) an allocation of the
Plan's investment income. Allocations of the Plan's investment income are
based on account balances, as defined in the Plan document. (Any income
realized from short-term investments will be allocated in a uniform and
equitable manner among the investment funds in which such contributions are
invested.)
Payment of Benefits
On termination of service due to death, disability or retirement, a
participant may elect to receive either a lump-sum amount equal to the
value of the participant's vested interest in his or her account or
installments as defined in the Plan agreement. For termination of service
due to other reasons, a participant will receive a lump sum amount equal to
the value of the participant's vested interest in his or her account. The
investment in H.B. Fuller Company Common Stock may be withdrawn in the form
of shares of stock at the option of Plan participants.
F-5
H.B. Fuller Company Thrift Plan
Notes to Financial Statements
--------------------------------------------------------------------------------
Vesting
Participants are immediately vested in their contributions plus actual
earnings thereon. Vesting in the Company' matching and discretionary
contribution portion of their accounts plus actual earnings thereon is
based on years of eligible service. A participant is 100 percent vested
after five years of credited service to the Employer, or upon age 65,
disability or death.
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000 up to
a maximum of $50,000 or 50 percent of their account balance, whichever is
less. The loans are secured by the balance in the participant's account and
bear interest at rates equal to the current Wells Fargo prime rate at the
time of the loan (4.75% at December 31, 2001). The rate will remain fixed
over the term of the loan, usually 5-15 years. Participant loans are
collateralized by a borrower's vested account balance and are repaid
through payroll deductions. Participant loans at December 31, 2001 had
interest notes ranging from 4.75% to 9.50% and mature at various dates
through 2016
Forfeitures
Participants who terminate employment with the Employer forfeit the
non-vested portion of the Employer's contribution to the participants'
accounts. Amounts forfeited are used to reduce future Employer
contributions. Forfeitures for the year ended December 31, 2001 were
$155,460.
Plan Termination
Although it has no intention to do so, the Employer may, at any time, by
action of its Board of Directors, terminate the Plan or discontinue
contributions. Upon termination or discontinuance of contributions, all
Employer contribution amounts in participant accounts will become fully
vested.
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements are presented on the accrual basis of
accounting in accordance with accounting principles generally accepted in
the United States of America.
Investment Valuation
The fair values of the Plan's investments in H.B. Fully Company Common
Stock are based on published quotations. The fair values of investments in
securities of unaffiliated issuers are based on fair values supplied by the
Trustee. Realized gains or losses reflect all differences between sales
proceeds and historical cost of units sold, determined on an average cost
basis. Securities transactions are recorded on the trade date.
Interest and Dividends
Interest income is recorded as earned on an accrual basis and dividend
income is recorded on the ex-dividend date.
Net Appreciation (Depreciation) in the Fair Value of Mutual Funds
The Plan presents in the Statement of Changes in Net Assets Available for
Benefits, the net appreciation (depreciation) in the fair value of mutual
funds, which consists of the realized gains or losses and the unrealized
appreciation (depreciation) on those mutual funds.
Contributions
Participant before-tax and after-tax savings contributions are recorded in
the period the employer makes the payroll deductions. Employer matching
contributions are recorded based on participant contributions.
F-6
H.B. Fuller Company Thrift Plan
Notes to Financial Statements
--------------------------------------------------------------------------------
Concentration of Market Risk
At December 31, 2001 and 2000, approximately 55% of the Plan's net assets
were invested in the common stock of H.B. Fuller Company. The underlying
value of the H.B. Fuller Stock Fund is entirely dependent upon the
performance of H.B. Fuller Company and the market's evaluation of such
performance. It is at least reasonably possible that changes in the fair
value of H.B. Fuller Company common stock in the near term could materially
affect participants' account balances and the amounts reported in the
Statement of Assets Available for Net Benefits and the Statement of Changes
in Net Assets Available for Benefits.
Distributions to Participants
Distributions to participants are recorded when the distribution is made.
Plan Expenses
The Company pays a portion of the administrative expenses of the Plan and a
portion is paid by Plan participants within the Plan. Certain asset
management and administrative fees of the Plan are charged against the
Plan's investment income.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amount of assets and liabilities and changes therein, and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of investment earnings and expenses during the
reporting period. Actual results could differ from those estimates.
Risks and Uncertainties
The Plan provides for various investment options in any combination of
stocks, bonds and other investment securities. Investment securities are
exposed to various risks, such as interest rate, market and credit. Due to
the level of risk associated with certain investment securities and the
level of uncertainty related to changes in the value of investment
securities, it is at least reasonably possible that changes in risks in the
near term would materially affect participants' account balances and the
amounts reported in the Statement of Net Assets Available for Benefits and
the Statement of Changes in Net Assets Available for Benefits.
Payment of Benefits
Benefits are recorded when paid.
F-7
H.B. Fuller Company Thrift Plan
Notes to Financial Statements
--------------------------------------------------------------------------------
3. Investments
Investments, at fair value, include the following:
December 31
----------------------------
2001 2000
------------ ------------
H.B. Fuller Company Common Stock,
3,098,465 and 1,795,718 shares, respectively ** $ 89,142,834* $ 70,846,630*
Wells Fargo Stable Return Fund,
509,961 and 450,558 shares, respectively 16,437,563* 13,631,172*
Wells Fargo Index Equity Fund,
498,495 and 524,282 shares, respectively 22,885,911* 27,655,871*
Wells Fargo Growth Balanced Investment Fund,
467,836 and 430,081 shares, respectively 13,281,851* 13,229,305*
H.B. Fuller Company Common Stock Fund ** 797,569 151,400
Wells Fargo Small Company Growth Fund 6,864,080 6,232,638
PIMCO Total Return Bonus Fund 4,136,692 605,685
Janus Twenty Fund 3,002,137 3,068,755
Janus Overseas Fund 1,488,048 1,626,532
Participant loans receivable ** 2,665,014 2,161,704
------------ ------------
$160,701,699 $139,209,692
============ ============
* Represents 5% or more of the Plan's net assets at the beginning of the
Plan year.
** Non-participant directed investment, see Note 4.
During 2001, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
in value by $25,514,683 as follows:
Wells Fargo and Janus Mutual Funds $(5,635,817)
H.B. Fuller Company Common Stock and Common Stock
Investment Funds 30,192,624
Wells Fargo Stable Return Fund 905,551
PIMCO Total Return Bond Fund 52,280
-----------
$25,514,638
===========
F-8
H.B. Fuller Company Thrift Plan
Notes to Financial Statements
--------------------------------------------------------------------------------
4. Non-participant Directed Investments
Information about the net assets and the significant components of the
changes in net assets relating to the non-participant directed investments
is as follows:
December 31
-------------------------
2001 2000
----------- -----------
Net assets:
H.B. Fuller Company Common Stock $89,142,834 $70,846,630
H.B. Fuller Company Common Stock Investment Fund 797,569 151,400
Participant loans receivable 2,665,014 2,161,704
Accrued Income 9,495 2,876
----------- -----------
$92,614,912 $73,162,610
=========== ===========
5. Tax Status
The Internal Revenue Service has determined and informed the Employer by a
letter dated November 14, 1995 that the Plan is designed in accordance with
applicable sections of the Internal Revenue Code (IRC). The Plan has been
amended since 1995; however, the Plan's administrator believes the Plan is
designed and is currently being operated in compliance with the applicable
requirements of the IRC. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
6. Related Party and Party-in-Interest Transactions
Plan investments include H.B. Fuller Company common stock which is invested
in shares of stock of the Employer. H.B. Fuller Company is the holding
company of the Plan sponsor and, therefore, these transactions qualify as
party-in-interest. Purchases and sales of H.B. Fuller Company common stock
for the year ended December 31, 2001, amounted to $5,883,088 and
$16,602,644, respectively.
The Plan also invests in various funds managed by Wells Fargo Minnesota,
N.A. Wells Fargo Minnesota, N.A. is the trustee as defined by the Plan and,
therefore, the related transactions qualify as party-in-interest. The
Trustee is authorized to invest in securities under its management and
control on behalf of the Plan. Fees paid by the Plan for the investment
management services and administrative services amounted to $114,208 for
the year ended December 31, 2001. The Trustee made purchases and sales of
such securities amounting to $59,278,009 and $52,881,618, respectively.
F-9
H.B. Fuller Company Thrift Plan
Schedule of Assets (Held at End of Year)
At December 31, 2001
--------------------------------------------------------------------------------
(b)
Identity of Issuer, (e)
Borrower or (c) Units/ (d) Current
(a) Similar Party Description Shares Cost** Value
* Wells Fargo H.B. Fuller Company Common
Minnesota, N.A. Stock 3,098,465 $52,473,711 $ 89,142,834
* Wells Fargo H.B. Fuller Company Common
Minnesota, N.A. Stock Investment Fund 797,569 797,569
* Wells Fargo
Minnesota, N.A. Stable Return Fund
Pooled, Common & Collective 509,961 16,437,563
* Wells Fargo Index Equity Fund
Minnesota, N.A. Common Stock 498,495 22,885,911
* Wells Fargo Growth Balanced Investment Fund
Minnesota, N.A. Mutual Fund - Balanced 467,836 13,281,851
* Wells Fargo Small Company Growth Fund
Minnesota, N.A. Common Stock 265,947 6,864,080
* Wells Fargo PIMCO Total Return Bond Fund
Minnesota, N.A. Corporate Bonds 395,477 4,136,692
* Wells Fargo Janus Twenty Fund
Minnesota, N.A. Common Stock 78,059 3,002,137
* Wells Fargo Janus Overseas Fund
Minnesota, N.A. Common Stock 73,303 1,488,048
* Participant Loans Loan Fund
Private Debt Obligation
Wells Fargo prime interest rate
5-15 year terms 2,665,014 2,665,014
------------
Total investments at end of
plan year $160,701,699
============
* Note: The above data is based upon information which has been certified as
complete and accurate by Wells Fargo Minnesota, N.A.
** Amounts are not required in accordance with American Institute of Certified
Public Accountants (AICPA) Statement of Position No. 99-3, Accounting for
and Reporting of Certain Defined Contribution Plan Investments and Other
Disclosure Matters.
F-10
H.B. Fuller Company Thrift Plan
Schedule of Reportable Transactions*
Year Ended December 31, 2001
--------------------------------------------------------------------------------
5% of series of transaction by broker:
Expense
Principal Incurred with Transaction Net
Broker Description Cash Transaction Cost Gain
CS First Boston Corp. H.B. Fuller Company
Common Stock,
Common Stock $ 9,476,350 $7,554 $ 7,683,283 $1,793,069
5% of series of transaction by security issue:
Number of Total Dollar Amount
----------------- ---------------------------- Net
Security Issue Purchases Sales Purchases Sales Gain
H.B. Fuller Common Stock
Common Stock 18 55 $ 5,883,088 $11,393,239 $5,209,405
H.B. Fuller Common Stock Fund
Investment Fund 146 156 22,169,445 21,523,263 --
* Transactions or series of transactions in excess of 5% of the current value
of the Plan's assets at December 31, 2001, as defined in Section 2520.103-6
of the Department of Labor's Rules and Regulations for Reporting and
Disclosure under ERISA.
Note: The above data is based upon information which has been certified as
complete and accurate by Wells Fargo Minnesota, N.A.
Parties in Interest: Wells Fargo Minnesota, N.A. - Trustee; H.B. Fuller Company
- Administrator.
F-11
H.B. FULLER COMPANY THRIFT PLAN
EXHIBITS
The following documents are filed as exhibits to this Report:
Exhibit No. Document
----------- --------
(23) Consent of Independent Accountants
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
H.B. FULLER COMPANY THRIFT PLAN
DATE June 28, 2002 By: /s/ Todd Mestad
-------------------------------------
(Plan Administrator)
EXHIBIT INDEX
Exhibit No. Document Method of Filing
(23) Consent of Independent Accountants Filed herewith electronically