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Certificate of Designations
Certificate of Designations (62K)
Doc #227186: Click preview link for longer preview.
H.B. FULLER COMPANY
_________________________________
CERTIFICATE OF DESIGNATIONS
Pursuant to Section 302A.401 of the
Minnesota Business Corporation Act
_________________________________
CUMULATIVE [CONVERTIBLE] PREFERRED STOCK, SERIES __
(Par Value $.01 Per Share)
_________________________________
H.B. FULLER COMPANY, a corporation organized and existing under the
laws of the State of Minnesota (the "Corporation"), HEREBY CERTIFIES that the
following resolutions were duly adopted by the Board of Directors of the
Corporation (the "Board"), pursuant to authority conferred upon the Board by the
provisions of the Restated Articles of Incorporation of the Corporation, which
authorizes the issuance of up to 10,045,900 shares of preferred stock (the
"Preferred Stock"):
"RESOLVED that the issuance of a series of Preferred Stock, par value
$.01 per share, of the Corporation is hereby authorized and the designation,
preferences and relative, participating, optional, and other special rights, and
qualifications, limitations and restrictions thereof, in addition to those set
forth in the Restated Articles of Incorporation of the Corporation, are hereby
fixed as follows:
CUMULATIVE [CONVERTIBLE] PREFERRED STOCK, SERIES __
1. Designation and Number of Shares. (a) The designation of the series
of preferred stock, par value $.01 per share, provided for herein shall be
"Cumulative [Convertible] Preferred Stock, Series ___" (hereinafter referred to
as the "Series __ Preferred Stock") and the number of authorized shares
constituting the Series __ Preferred Stock is _________. The number of
authorized shares of Series __ Preferred Stock may be reduced by further
resolution duly adopted by the Board and by the filing of a certificate pursuant
to the provisions of the Minnesota Business Corporation Act stating that such
reduction has been so authorized, but the number of authorized shares of Series
__ Preferred Stock shall not be increased.
(b) All shares of Series __ Preferred Stock purchased, redeemed, or
converted by the Corporation shall be retired and cancelled and shall be
restored to the status of
{PAGE}
authorized but unissued shares of preferred stock, without designation as to
series, and may thereafter be issued, but not as shares of Series __ Preferred
Stock.
2. Dividends. (a) Holders of shares of Series __ Preferred Stock
will be entitled to receive, when and as declared by the Board or a duly
authorized committee thereof, out of assets of the Corporation legally available
for payment, an annual cash dividend of $_____ per share, payable quarterly on
_____________, ______________, ______________ and _____________ of each year,
commencing _____________, ____. Dividends on shares of the Series __ Preferred
Stock will be cumulative from the date of initial issuance of such shares of
Series __ Preferred Stock. Dividends will be payable, in arrears, to holders of
record as they appear on the stock books of the Corporation on such record
dates, not more than 30 days nor less than 15 days preceding the payment dates
thereof, as shall be fixed by the Board or a duly authorized committee thereof.
The amount of dividends payable per share for each dividend period shall be
computed by dividing by four the $______ annual rate. The amount of dividends
payable for the initial dividend period or any period shorter than a full
dividend period shall be calculated on the basis of a 360-day year of twelve
30-day months.
(b) (i) No full dividends shall be declared or paid or set apart for
payment on any stock of the Corporation ranking, as to dividends, on a parity
with or junior to Series __ Preferred Stock for any period unless full
cumulative dividends have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof set apart for such payment
on shares of Series __ Preferred Stock for all dividend payment periods
terminating on or prior to the date of payment of such full cumulative
dividends. When dividends are not paid in full, as aforesaid, upon the shares of
Series __ Preferred Stock and any other series of preferred stock ranking on a
parity as to dividends with Series __ Preferred Stock, all dividends declared
upon shares of Series __ Preferred Stock and any other series of preferred stock
ranking on a parity as to dividends with Series __ Preferred Stock shall be
declared pro rata so that the amount of dividends declared per share on Series
__ Preferred Stock and such other series of preferred stock shall in all cases
bear to each other the same ratio that accrued dividends per share on the shares
of Series __ Preferred Stock and such other series of preferred stock bear to
each other. Holders of shares of Series __ Preferred Stock shall not be entitled
to any dividend, whether payable in cash, property, or stock, in excess of full
cumulative dividends, as herein provided, on Series __ Preferred Stock. No
interest, or sum of money in lieu of interest, shall be payable in respect of
any dividend payment or payments on Series __ Preferred Stock which may be in
arrears.
(ii) So long as any shares of Series __ Preferred Stock are
outstanding, no dividend (other than dividends or distributions paid in shares
of, or options, warrants, or rights to subscribe for or purchase shares of, the
common stock, par value $1.00 per share, of the Corporation (the "Common Stock")
or any other stock ranking junior to Series __ Preferred Stock as to dividends
and upon liquidation and other than as provided in paragraph (b)(i) of this
Section 2), shall be declared or paid or set aside for payment or other
227186
|
H.B. Fuller
As referenced in this Certificate of Designations:
H.B. FULLER – 10
{FILENAME}dex4i.txt
{DESCRIPTION}FORM OF CERTIFICATE OF DESIGNATION
{TEXT}
{PAGE}
Exhibit 4(i)
H.B. FULLER COMPANY
_________________________________
CERTIFICATE OF DESIGNATIONS
Pursuant to Section 302A.401 of the
Minnesota Business
H.B. FULLER – Corporation Act
_________________________________
CUMULATIVE [CONVERTIBLE] PREFERRED STOCK, SERIES __
(Par Value $.01 Per Share)
_________________________________
H.B. FULLER COMPANY, a corporation organized and existing under the
laws of the State of Minnesota (
H.B. FULLER – Corporation and that the facts stated
herein are true, this ____ day of ____________, ____.
H.B. FULLER COMPANY
By ________________________________
[Name and Office]
Attest:
_______________________________________
[Name and Office]
-20-
{/TEXT}
{/DOCUMENT}
dt 57732
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| 2004 |
H.B. Fuller Reports First Quarter Results
H.B. Fuller Reports First Quarter Results (14K)
Doc #227109: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}3
{FILENAME}dex991.txt
{DESCRIPTION}PRESS RELEASE DATED MARCH 23, 2004
{TEXT}
{PAGE}
Exhibit 99.1
[LOGO OF H.B. FULLER]
Corporate Headquarters Contact: Scott Dvorak
P.O 64683 Investor Relations
St. Paul, Minnesota 55164-0683 651-236-5150
--------------------------------------------------------------------------------
NEWS For Immediate Release March 23, 2004
Note: H.B. Fuller will host a conference call March 24, 2004 at 9:30 a.m.
central time (10:30 a.m. eastern time). The call can be heard live over the
Internet at H.B. Fuller's website at http://www.hbfuller.com under the section
shareholder information or at www.streetevents.com. A replay is also available.
H.B. Fuller Reports First Quarter Results
ST. PAUL, Minn. - H.B. Fuller Company (NYSE: FUL) today reported operating
results for the first quarter that ended February 28, 2004.
First quarter net income was $4.6 million or $0.16 per share (diluted). Last
year's first quarter net income as reported was $3.2 million or $0.11 per share
(diluted), which included $0.11 per share (diluted) of net charges for severance
and other costs related to the restructuring initiative announced in the early
part of 2002. Excluding the special charges related to the restructuring
initiative, last year's first quarter net income totaled $6.3 million or $0.22
per share (diluted).
{TABLE}
{CAPTION}
----------------------------------------------------------------------------------------------
{S} {C} {C} {C}
Net income EPS (diluted)
-------------------------------------
As reported Q1, 2004 $4.6 million $0.16
Q1, 2003 $3.2 million $0.11
Change 42.1% 45.5%
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
Net income EPS (diluted)
-------------------------------------
Excluding special items related to the Q1, 2004 $4.6 million $0.16
restructuring initiative in 2003 Q1, 2003 $6.3 million $0.22
Change -26.8% -27.3%
----------------------------------------------------------------------------------------------
{/TABLE}
1
{PAGE}
First Quarter Net Revenue
Net revenue for the first quarter of 2004 was $318.6 million, an 8.1 percent
increase from the first quarter of 2003. Improved volumes and positive currency
effects accounted for increases of 3.9 percent and 5.2 percent, respectively.
Reduced pricing accounted for a decrease of 1.0 percent.
First Quarter Segment Net Revenue
}} Global Adhesives' net revenue increased 9.8 percent compared to last
year.
. Volume increased 4.5 percent.
. Prices decreased 1.2 percent.
. Currency had a positive impact of 6.5 percent.
}} Full-Valu / Specialty Group's net revenue increased 4.4 percent
compared to last year.
. Volume increased 2.7 percent.
. Prices decreased 0.6 percent.
. Currency had a positive impact of 2.3 percent.
Al Stroucken, CEO, said, "We are pleased to have realized volume improvements in
all regions this quarter. New products, improved processes, fresh ideas and
energized associates will allow us to fully participate in the improved economic
environment."
-------------------
Some of the information presented above reflects adjustments to `As reported'
results to exclude certain special items related to the company's restructuring
initiative. This adjusted information should not be construed as an alternative
to the reported results determined in accordance with accounting principles
generally accepted in the United States of America. It is provided solely to
assist in an investor's understanding of the impact of the special items on the
comparability of the company's operations. A reconciliation of the company's
results excluding the special items related to the company's restructuring
initiatives and the company's reported results is provided in the accompanying
consolidated financial information.
Safe Harbor for Forward-Looking Statement
Certain statements in this document may be considered forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements are subject to various risks and uncertainties, including but
not limited to the following: political and economic conditions; product demand;
competitive products and pricing; costs of and savings from restructuring
initiatives; product mix; availability and price of raw materials; the company's
relationships with its major customers and suppliers; changes in tax laws and
tariffs; devaluations and other foreign exchange rate fluctuations (particularly
with respect to the euro, the British pound, the Japanese yen, the Australian
and Canadian dollars, the Argentine peso and the Brazilian real); the effect of
newaccounting pronouncements and accounting charges and credits, and similar
matters. Further information about the various risks and
2
{PAGE}
uncertainties can be found in the company's SEC 10-K filing of February 25,
2004. All forward-looking information represents management's best judgment as
of this date based on information currently available that in the future may
prove to have been inaccurate. Additionally, the variety of products sold by the
company and the regions where the company does business makes it difficult to
determine with certainty the increases or decreases in sales resulting from
changes in the volume of products sold, currency impact, changes in product mix
and selling prices. However, management's best estimates of these changes as
well as changes in other factors have been included. References to volume
changes include volume and product mix changes, combined.
======================================
H.B. Fuller Company is a worldwide manufacturer and marketer of adhesives,
sealants, coatings, paints and other specialty chemical products, with fiscal
2003 net sales of $1,287 million. Common stock is traded on the NYSE exchange
under the symbol FUL. For more information about the Company, visit their
website at: http://www.hbfuller.com.
-----------------------
3
{PAGE}
H.B. FULLER COMPANY AND SUBSIDIARIES
CONSOLIDATED FINANCIAL INFORMATION
227109
|
H.B. Fuller
As referenced in this H.B. Fuller Reports First Quarter Results:
H.B. FULLER – txt
{DESCRIPTION}PRESS RELEASE DATED MARCH 23, 2004
{TEXT}
{PAGE}
Exhibit 99.1
[LOGO OF H.B. FULLER ]
Corporate Headquarters Contact: Scott Dvorak
P.O 64683 Investor Relations
St. Paul, Minnesota 55164-
H.B. Fuller – Paul, Minnesota 55164-0683 651-236-5150
--------------------------------------------------------------------------------
NEWS For Immediate Release March 23, 2004
Note: H.B. Fuller will host a conference call March 24, 2004 at 9:30 a.m.
central
H.B. Fuller – 30 a.m. eastern time). The call can be heard live over the
Internet at H.B. Fuller 's website at http://www.hbfuller.com under the section
shareholder information or at
H.B. Fuller – under the section
shareholder information or at www.streetevents.com. A replay is also available.
H.B. Fuller Reports First Quarter Results
ST. PAUL, Minn. - H.B. Fuller Company (NYSE: FUL) today
H.B. Fuller – A replay is also available.
H.B. Fuller Reports First Quarter Results
ST. PAUL, Minn. - H.B. Fuller Company (NYSE: FUL) today reported operating
results for the first quarter that ended February
dt 57659
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| Scott Dvorak
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| 2004 |
H.B. Fuller Reports Fourth Quarter and Total Year Results
H.B. Fuller Reports Fourth Quarter and Total Year Results (23K)
Doc #227124: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99
{SEQUENCE}3
{FILENAME}dex99.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
EXHIBIT 99
[LOGO OF H.B.FULLER]
Corporate Headquarters Contact: Scott Dvorak
P.O 64683 Investor Relations
St. Paul, Minnesota 55164-0683 651-236-5150
NEWS For Immediate Release January 13, 2004
Note: H.B. Fuller will host a conference call January 14, 2004 at 9:30 a.m.
central time (10:30 a.m. eastern time). The call can be heard live over the
Internet at H.B. Fuller's website at http://www.hbfuller.com under the section
shareholder information or at www.streetevents.com. A replay is also available.
H.B. Fuller Reports Fourth Quarter and Total Year Results
ST. PAUL, Minn. - H.B. Fuller Company (NYSE: FUL) today reported operating
results for the fourth quarter that ended November 29, 2003.
Fourth quarter net income as reported was $13.3 million or $0.46 per share
(diluted). Last year's fourth quarter net income as reported was $10.4 million
or $0.36 per share (diluted), which included $0.22 per share (diluted) of net
charges for asset impairments, severance and other costs related to the
restructuring initiative announced in the early part of 2002. Excluding the
special charges related to the restructuring initiative, last year's fourth
quarter net income totaled $16.6 million or $0.58 per share (diluted).
Al Stroucken, CEO, said, "The combined effects of intensive price competition in
many of our principal markets and increased raw material costs resulted in
erosion of our gross profit margin in 2003. However, sales growth in Latin
America and Asia/Pacific accompanied by an improving economic environment in
North America should allow us to better exploit our underlying strengths and
improved financial fundamentals in 2004."
Fourth Quarter Revenue
Net revenue for the fourth quarter of 2003 was $346.2 million, a 5.0 percent
increase from the fourth quarter of 2002. Improved volumes and positive currency
effects accounted for increases of 2.2 percent and 3.8 percent respectively.
Reduced pricing accounted for a decrease of 1.0 percent.
Fourth Quarter Segment Revenue
-- Global Adhesives' net revenue increased 5.0 percent compared to last
year.
. Volume increased 1.2 percent.
1
{PAGE}
. Prices decreased 0.9 percent.
. Currency had a positive impact of 4.7 percent.
-- Full-Valu / Specialty Group's net revenue increased 5.1 percent compared
to last year.
. Volume increased 4.8 percent.
. Prices decreased 1.3 percent.
. Currency had a positive impact of 1.6 percent.
Total Year Results
Reported net income for 2003 was $38.6 million or $1.35 per share (diluted).
These results included $0.17 per share (diluted) of net charges for severance
and other costs related to the restructuring initiative. Last year's reported
net income was $28.2 million, or $0.98 per share (diluted), which included $0.67
per share (diluted) of net charges for asset impairments, severance and other
costs relating to the restructuring initiative.
For 2003, net income, excluding net charges for severance and other costs
related to the restructuring initiative, was $43.5 million or $1.52 per share
(diluted). For 2002, net income, excluding charges for asset impairments,
severance and other costs relating to the restructuring initiative, was $47.3
million or $1.65 per share (diluted).
--------------------------------------------------------------------------------
Full Year Net income EPS (diluted)
-----------------------------------
As reported 2003 $38.6 million $1.35
2002 $28.2 million $0.98
Change 37.1% 37.8%
--------------------------------------------------------------------------------
{TABLE}
{CAPTION}
----------------------------------------------------------------------------------------------
Full Year Net income EPS (diluted)
---------------------------------
{S} {C} {C} {C}
Excluding special items related to the 2003 $43.5 million $1.52
restructuring initiative in 2003 and 2002 2002 $47.3 million $1.65
Change -8.0% -7.9%
----------------------------------------------------------------------------------------------
{/TABLE}
Net revenue for 2003 was $1,287 million, a 2.5 percent increase from the
previous year. For the full year, volume and pricing were down 0.7 percent and
0.8 percent respectively, while favorable currency effects accounted for an
increase of 4.0 percent in net revenue.
2
{PAGE}
Some of the information presented above reflects adjustments to `As reported'
results to exclude certain special items related to the company's restructuring
initiative. This adjusted information should not be construed as an alternative
to the reported results determined in accordance with accounting principles
generally accepted in the United States of America. It is provided solely to
assist in an investor's understanding of the impact of the special items on the
comparability of the company's operations. A reconciliation of the company's
results excluding the special items related to the company's restructuring
initiatives and the company's reported results is provided in the accompanying
consolidated financial information.
Safe Harbor for Forward-Looking Statement
Certain statements in this document may be considered forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements are subject to various risks and uncertainties, including but
not limited to the following: political and economic conditions; product demand;
competitive products and pricing; costs of and savings from restructuring
initiatives; product mix; availability and price of raw materials; the company's
relationships with its major customers and suppliers; changes in tax laws and
tariffs; devaluations and other foreign exchange rate fluctuations (particularly
with respect to the euro, the British pound, the Japanese yen, the Australian
and Canadian dollars, the Argentine peso and the Brazilian real); the effect of
new accounting pronouncements and accounting charges and credits, and similar
matters. Further information about the various risks and uncertainties can be
227124
|
H.B. Fuller
As referenced in this H.B. Fuller Reports Fourth Quarter and Total Year Results:
H.B. Fuller – Paul, Minnesota 55164-0683 651-236-5150
NEWS For Immediate Release January 13, 2004
Note: H.B. Fuller will host a conference call January 14, 2004 at 9:30 a.m.
central
H.B. Fuller – 30 a.m. eastern time). The call can be heard live over the
Internet at H.B. Fuller 's website at http://www.hbfuller.com under the section
shareholder information or at
H.B. Fuller – under the section
shareholder information or at www.streetevents.com. A replay is also available.
H.B. Fuller Reports Fourth Quarter and Total Year Results
ST. PAUL, Minn. - H.B. Fuller Company (
H.B. Fuller – also available.
H.B. Fuller Reports Fourth Quarter and Total Year Results
ST. PAUL, Minn. - H.B. Fuller Company (NYSE: FUL) today reported operating
results for the fourth quarter that ended November
H.B. Fuller – factors
have been included. References to volume changes include volume and product mix
changes, combined.
H.B. Fuller Company is a worldwide manufacturer and marketer of adhesives,
sealants, coatings, paints and other
dt 57673
;
| Scott Dvorak
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Full Doc
| 2003 |
H.B. Fuller Announces Selection of KPMG LLP as Independent Accountants
H.B. Fuller Announces Selection of KPMG LLP as Independent Accountants (2K)
Doc #227136: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99
{SEQUENCE}4
{FILENAME}dex99.txt
{DESCRIPTION}PRESS RELEASE DATED OCTOBER 8, 2003
{TEXT}
{PAGE}
EXHIBIT 99
[LOGO] H.B. Fuller Company Contact: Scott Dvorak
Corporate Headquarters Investor Relations
651-236-5150
P.O 64683
St. Paul, Minnesota 55164-0683
--------------------------------------------------------------------------------
NEWS For Immediate Release October 8, 2003
--------------------------------------------------------------------------------
H.B. FULLER ANNOUNCES SELECTION OF KPMG LLP AS
INDEPENDENT ACCOUNTANTS
ST. PAUL, Minn. - H.B. Fuller Company (NYSE: FUL) announced that the audit
committee of the board of directors approved the selection of KPMG LLP as its
independent public accountants for fiscal year 2004. KPMG LLP replaces
PricewaterhouseCoopers LLP. The audit committee acted as part of its on-going
corporate governance process. "PricewaterhouseCoopers LLP has provided us
excellent service for nearly 16 years," said Al Stroucken, chairman and chief
executive officer, "however, the board believes that a periodic review of the
relationship serves the best interest of the shareholders and the company."
PricewaterhouseCoopers LLP has served the Company as principal accountant since
1988.
The change of independent public accountants is not the result of any
disagreement between the company and PricewaterhouseCoopers LLP on matters of
accounting principles or practices, financial statement disclosure or auditing
scope and procedure.
H.B. Fuller Company is a worldwide manufacturer and marketer of adhesives,
sealants, coatings, paints and other specialty chemical products, with fiscal
2001 sales of $1.274 billion. Common stock is traded on the NYSE exchange
under the symbol FUL. For more information about the company, visit the web
site at http://www.hbfuller.com.
1
{/TEXT}
{/DOCUMENT}
227136
|
H.B. Fuller
As referenced in this H.B. Fuller Announces Selection of KPMG LLP as Independent Accountants:
H.B. Fuller – FILENAME}dex99.txt
{DESCRIPTION}PRESS RELEASE DATED OCTOBER 8, 2003
{TEXT}
{PAGE}
EXHIBIT 99
[LOGO] H.B. Fuller Company Contact: Scott Dvorak
Corporate Headquarters Investor Relations
651-236-5150
P.O 64683
H.B. FULLER – P.O 64683
St. Paul, Minnesota 55164-0683
--------------------------------------------------------------------------------
NEWS For Immediate Release October 8, 2003
--------------------------------------------------------------------------------
H.B. FULLER ANNOUNCES SELECTION OF KPMG LLP AS
INDEPENDENT ACCOUNTANTS
ST. PAUL, Minn. - H.B. Fuller
H.B. Fuller – 2003
--------------------------------------------------------------------------------
H.B. FULLER ANNOUNCES SELECTION OF KPMG LLP AS
INDEPENDENT ACCOUNTANTS
ST. PAUL, Minn. - H.B. Fuller Company (NYSE: FUL) announced that the audit
committee of the board of directors approved
H.B. Fuller – on matters of
accounting principles or practices, financial statement disclosure or auditing
scope and procedure.
H.B. Fuller Company is a worldwide manufacturer and marketer of adhesives,
sealants, coatings, paints and other
dt 57685
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| 2003 |
H.B. Fuller Reports Third Quarter Results
H.B. Fuller Reports Third Quarter Results (26K)
Doc #227138: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99
{SEQUENCE}3
{FILENAME}dex99.txt
{DESCRIPTION}PRESS RELEASE DATED SEPTEMBER 23, 2003
{TEXT}
{PAGE}
Exhibit 99
[LOGO OF H.B. FULLER]
Corporate Headquarters Contact: Scott Dvorak
Investor Relations
651-236-5150
P.O 64683
St. Paul, Minnesota 55164-0683
--------------------------------------------------------------------------------
NEWS For Immediate Release September 23, 2003
Note: H.B. Fuller will host a conference call September 24, 2003 at 9:30 a.m.
central time (10:30 a.m. eastern time). The call can be heard live over the
Internet at H.B. Fuller's website at http://www.hbfuller.com under the section
shareholder information or at www.streetevents.com. A replay is also available.
H.B. Fuller Reports Third Quarter Results
ST. PAUL, Minn. - H.B. Fuller Company (NYSE: FUL) today reported operating
results for the third quarter that ended August 30, 2003.
Third quarter net income as reported was $12.3 million or $0.43 per share
(diluted). These results include $0.02 per share (diluted) of net income from
gains on sale of assets, net of severance and other costs related to the
restructuring initiative announced in the early part of 2002. Last year's third
quarter net income as reported was $9.2 million or $0.32 per share (diluted),
which included $0.14 per share (diluted) of charges for asset impairments,
severance and other costs related to the restructuring initiative.
Third quarter net income, excluding the net effect of gains and charges related
to the restructuring initiative, totaled $11.8 million or $0.41 per share
(diluted). Last year's third quarter net income, excluding special charges
related to the restructuring initiative, was $13.1 million, or $0.46 per share
(diluted).
{TABLE}
{CAPTION}
--------------------------------------------------------------------------------------
Net income EPS (diluted)
------------------------------
{S} {C} {C}
As reported Q3, 2003 $12.3 million $0.43
Q3, 2002 $ 9.2 million $0.32
Change 33.6% 34.4%
--------------------------------------------------------------------------------------
{/TABLE}
{TABLE}
{CAPTION}
--------------------------------------------------------------------------------------
Net income EPS (diluted)
------------------------------
{S} {C} {C}
Excluding special items related to the Q3, 2003 $11.8 million $0.41
restructuring initiative in 2003 and 2002 Q3, 2002 $13.1 million $0.46
Change -10.1% -10.9%
--------------------------------------------------------------------------------------
{/TABLE}
1
{PAGE}
Al Stroucken, CEO, said, "Throughout this year, our results have demonstrated
our focus on taking the necessary and appropriate steps in an effort to provide
consistent performance."
Third Quarter Revenue
Net revenue for the third quarter of 2003 was $322.1 million, a 2.6 percent
increase from the third quarter of 2002. Reduced volume and pricing accounted
for decreases of 0.5 percent and 1.0 percent respectively, while positive
currency effects accounted for a 4.1 percent increase.
Third Quarter Segment Revenue
* Global Adhesives' net revenue increased 3.0 percent compared to last
year.
. Volume decreased 1.6 percent.
. Prices decreased 0.6 percent.
. Currency had a positive impact of 5.2 percent.
* Full-Valu / Specialty Group's net revenue increased 1.6 percent compared
to last year.
. Volume increased 1.7 percent.
. Prices decreased 1.8 percent.
. Currency had a positive impact of 1.7 percent.
Nine Month Results
For the first nine months of 2003, net income as reported was $25.3 million or
$0.88 per share (diluted). These results included $0.18 per share (diluted) of
net charges for severance and other costs related to the restructuring
initiative announced in the early part of 2002. For the same period last year,
reported net income was $17.8 million, or $0.62 per share (diluted), which
included $0.45 per share (diluted) of charges for asset impairments, severance
and other costs relating to the restructuring initiative.
For the first nine months of 2003, net income, excluding net charges for
severance and other costs related to the restructuring initiative, was $30.4
million or $1.06 per share (diluted). For 2002, the first nine months' net
income, excluding charges for asset impairments, severance and other costs
relating to the restructuring initiative, was $30.7 million or $1.08 per share
(diluted).
2
{PAGE}
{TABLE}
{CAPTION}
---------------------------------------------------------------------------------------
Nine Months Net income EPS (diluted)
-----------------------------
{S} {C} {C} {C}
As reported YTD, 2003 $25.3 million $0.88
YTD, 2002 $17.8 million $0.62
Change 42.1% 41.9%
---------------------------------------------------------------------------------------
{/TABLE}
{TABLE}
{CAPTION}
---------------------------------------------------------------------------------------
Nine Months Net income EPS (diluted)
-----------------------------
{S} {C} {C} {C}
Excluding special items related to the YTD, 2003 $30.4 million $1.06
restructuring initiative in 2003 and 2002 YTD, 2002 $30.7 million $1.08
Change -1.1% -1.9%
---------------------------------------------------------------------------------------
{/TABLE}
Net revenue for the first nine months of 2003 was $941.2 million, a 1.6 percent
increase from the first nine months of 2002. Volume and pricing were down 1.6
227138
|
H.B. Fuller
As referenced in this H.B. Fuller Reports Third Quarter Results:
H.B. FULLER – dex99.txt
{DESCRIPTION}PRESS RELEASE DATED SEPTEMBER 23, 2003
{TEXT}
{PAGE}
Exhibit 99
[LOGO OF H.B. FULLER ]
Corporate Headquarters Contact: Scott Dvorak
Investor Relations
651-236-5150
P.O 64683
St.
H.B. Fuller – O 64683
St. Paul, Minnesota 55164-0683
--------------------------------------------------------------------------------
NEWS For Immediate Release September 23, 2003
Note: H.B. Fuller will host a conference call September 24, 2003 at 9:30 a.m.
central
H.B. Fuller – 30 a.m. eastern time). The call can be heard live over the
Internet at H.B. Fuller 's website at http://www.hbfuller.com under the section
shareholder information or at
H.B. Fuller – under the section
shareholder information or at www.streetevents.com. A replay is also available.
H.B. Fuller Reports Third Quarter Results
ST. PAUL, Minn. - H.B. Fuller Company (NYSE: FUL) today
H.B. Fuller – A replay is also available.
H.B. Fuller Reports Third Quarter Results
ST. PAUL, Minn. - H.B. Fuller Company (NYSE: FUL) today reported operating
results for the third quarter that ended August
dt 57687
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| 2003 |
H.B. Fuller Reports Improved Second Quarter Results
H.B. Fuller Reports Improved Second Quarter Results (25K)
Doc #227146: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99
{SEQUENCE}3
{FILENAME}dex99.txt
{DESCRIPTION}PRESS RELEASE DATED JUNE 24, 2003
{TEXT}
{PAGE}
[H.B. Fuller Logo] Exhibit 99
Corporate Headquarters Contact: Scott Dvorak
Investor Relations
P.O 64683 651-236-5150
St. Paul, Minnesota 55164-0683
NEWS For Immediate Release June 24, 2003
Note: H.B. Fuller will host a conference call June 25, 2003 at 9:30 a.m. central
time (10:30 a.m. eastern time). The call can be heard live over the Internet at
H.B. Fuller's website at http://www.hbfuller.com under the section shareholder
information or at www.streetevents.com.
H.B. Fuller Reports Improved Second Quarter Results
ST. PAUL, Minn. - H.B. Fuller Company (NYSE: FUL) today reported net revenue and
net income for the second quarter that ended May 31, 2003.
Second quarter net income as reported was $9.8 million or $0.34 per share
(diluted). These results include $0.09 per share (diluted) of charges for
severance and other costs relating to the restructuring initiative announced in
the early part of 2002, as well as $0.03 per share (diluted) to increase
reserves for claims associated with an exterior insulation finishing system sold
by a subsidiary of the company prior to 1999. Also included in the period is a
$0.05 per share (diluted) tax benefit in Europe from the Company's long-term
investment in tax planning initiatives. Last year's second quarter net income as
reported was $7.9 million or $0.28 per share (diluted), which included $0.14 per
share (diluted) of charges for asset impairments, severance and other costs
related to the restructuring initiative.
Second quarter net income, excluding special charges related to the
restructuring initiative, totaled $12.3 million or $0.43 per share (diluted).
Last year's second quarter net income, excluding special charges related to the
restructuring initiative, was $12.0 million, or $0.42 per share (diluted).
{TABLE}
{CAPTION}
---------------------------------------------------------------------------------------------------------
Net income EPS (diluted)
----------------------------------------
{S} {C} {C} {C}
As reported Q2, 2003 $ 9.8 million $0.34
Q2, 2002 $ 7.9 million $0.28
Change 23.1% 21.4%
---------------------------------------------------------------------------------------------------------
{/TABLE}
{TABLE}
{CAPTION}
---------------------------------------------------------------------------------------------------------
Net income EPS (diluted)
-----------------------------------------
{S} {C} {C} {C}
Excluding special items related to the Q2, 2003 $12.3 million $0.43
restructuring initiative in 2003 and 2002 Q2, 2002 $12.0 million $0.42
Change 2.3% 2.4%
---------------------------------------------------------------------------------------------------------
{/TABLE}
1
{PAGE}
Al Stroucken, CEO, said, "Given the continuing competitive business environment,
we are very pleased to post an earnings improvement over last year. Despite the
challenges, we are achieving strong increases in key growth markets, such as
Latin America and Asia / Pacific."
Second Quarter Revenues
Net revenue for the second quarter of 2003 was $324.5 million, a 1.6 percent
increase from the second quarter of 2002. Reduced volume and pricing accounted
for decreases of 1.9 percent and 1.0 percent respectively, while positive
currency effects accounted for a 4.5 percent increase.
Second Quarter Segment Revenue
- Global Adhesives' net revenue increased 3.2 percent compared to last
year.
. Volume decreased 1.5 percent.
. Prices decreased 1.2 percent.
. Currency had a positive impact of 5.9 percent.
- Full-Valu / Specialty Group's net revenue decreased 2.0 percent
compared to last year.
. Volume decreased 2.7 percent.
. Prices decreased 0.6 percent.
. Currency had a positive impact of 1.3 percent.
Six Month Results
For the first six months of 2003, net income as reported was $13.0 million or
$0.45 per share (diluted). These results included $0.19 per share (diluted) of
charges for severance and other costs relating to the restructuring initiative
announced in the early part of 2002. For the same period last year, reported net
income was $8.6 million, or $0.30 per share (diluted), which included $0.32 per
share (diluted) of charges for asset impairments, severance and other costs
relating to the restructuring initiative.
For the first six months of 2003, net income, excluding special charges related
to the restructuring initiative, was $18.6 million or $0.65 per share (diluted).
For 2002, first six months' net income, excluding charges for asset impairments,
severance and other costs relating to the restructuring initiative, was $17.6
million or $0.62 per share (diluted).
2
{PAGE}
{TABLE}
{CAPTION}
-------------------------------------------------------------------------------------------------------
Six Months Net income EPS (diluted)
---------------------------------------
{S} {C} {C} {C}
As reported YTD, 2003 $13.0 million $0.45
YTD, 2002 $ 8.6 million $0.30
Change 51.3% 50.0%
-------------------------------------------------------------------------------------------------------
{/TABLE}
{TABLE}
{CAPTION}
-------------------------------------------------------------------------------------------------------
Six Months Net income EPS (diluted)
---------------------------------------
227146
|
H.B. Fuller
As referenced in this H.B. Fuller Reports Improved Second Quarter Results:
[H.B. Fuller – 99
{SEQUENCE}3
{FILENAME}dex99.txt
{DESCRIPTION}PRESS RELEASE DATED JUNE 24, 2003
{TEXT}
{PAGE}
[H.B. Fuller Logo] Exhibit 99
Corporate Headquarters Contact: Scott Dvorak
Investor Relations
P.O 64683 651-
H.B. Fuller – 236-5150
St. Paul, Minnesota 55164-0683
NEWS For Immediate Release June 24, 2003
Note: H.B. Fuller will host a conference call June 25, 2003 at 9:30 a.m. central
H.B. Fuller – 30 a.m. eastern time). The call can be heard live over the Internet at
H.B. Fuller 's website at http://www.hbfuller.com under the section shareholder
information or at
H.B. Fuller – at http://www.hbfuller.com under the section shareholder
information or at www.streetevents.com.
H.B. Fuller Reports Improved Second Quarter Results
ST. PAUL, Minn. - H.B. Fuller Company (NYSE: FUL)
H.B. Fuller – at www.streetevents.com.
H.B. Fuller Reports Improved Second Quarter Results
ST. PAUL, Minn. - H.B. Fuller Company (NYSE: FUL) today reported net revenue and
net income for the second quarter
dt 57694
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| Scott Dvorak
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| 2003 |
H.B. Fuller Reports Improved First Quarter Results
H.B. Fuller Reports Improved First Quarter Results (15K)
Doc #227152: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.(A)
{SEQUENCE}3
{FILENAME}dex99a.txt
{DESCRIPTION}PRESS RELEASE DATED MARCH 25, 2003
{TEXT}
{PAGE}
Exhibit 99(a)
[LOGO OF H.B. Fuller Company Contact: Scott Dvorak
H.B. Fuller] Corporate Headquarters Investor Relations
651-236-5150
P.O 64683
St. Paul, Minnesota 55164-0683
--------------------------------------------------------------------------------
NEWS For Immediate Release March 25, 2003
--------------------------------------------------------------------------------
Note: H.B. Fuller will host a conference call March 26, 2003 at 9:30 a.m.
central time (10:30 a.m. eastern time). The call can be heard live over the
Internet at H.B. Fuller's website at http://www.hbfuller.com under the section
shareholder information or at www.streetevents.com.
H.B. Fuller Reports Improved First Quarter Results
ST. PAUL, Minn. - H.B. Fuller Company (NYSE: FUL) today reported net sales and
net income for the first quarter ended March 1, 2003.
First quarter net income as reported was $3.2 million or $0.11 per diluted
share. These results include $4.5 million ($3.1 million after-tax) or $0.11 per
diluted share, of charges for severance and other costs relating to the
restructuring initiative announced in the early part of 2002. Last year's first
quarter net income as reported was $0.7 million or $0.02 per diluted share.
These results included $7.7 million ($4.9 million after-tax) or $0.17 per
diluted share, of charges for severance and other costs relating to the same
restructuring initiative.
First quarter net income, excluding special charges related to the restructuring
initiative, totaled $6.3 million or $0.22 per diluted share. Last year's first
quarter net income, excluding special charges related to the restructuring
initiative, was $5.6 million, or $0.20 per diluted share.
--------------------------------------------------------------------------------
Net income Diluted EPS
------------------------
As reported Q1, 2003 $3.2 million $0.11
Q1, 2002 $0.7 million $0.02
Change 387% 450%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Net income Diluted EPS
------------------------
Excluding special items in 2003 and 2002 Q1, 2003 $6.3 million $0.22
Q1, 2002 $5.6 million $0.20
Change 12.6% 10.0%
--------------------------------------------------------------------------------
1
{PAGE}
Al Stroucken, CEO, commented, "These are truly remarkably challenging times in
an unusual economic and political environment. Our results are a source of pride
in our company and a reaffirmation that we are taking the right steps in an
extremely difficult and shifting environment."
First Quarter Revenues
Net sales for the first quarter of 2003 were $294.6 million, a 0.5 percent
increase from the first quarter of 2002. Reduced volume and pricing accounted
for decreases of 2.4 percent and 0.5 percent respectively, while positive
currency effects accounted for a 3.4 percent increase.
First Quarter Segment Sales
}} Global Adhesives net sales increased 0.6 percent compared to last
year.
o Volume decreased 2.8 percent.
o Prices decreased 1.1 percent.
o Currency had a positive impact of 4.5 percent.
}} Full-Valu / Specialty Group net sales increased 0.1 percent.
o Volume decreased 1.6 percent.
o Prices increased 0.6 percent.
o Currency had a positive impact of 1.1 percent.
Operating income in Global Adhesives was $10.9 million, an increase of $1.6
million over the first quarter of 2002. Full-Valu/Specialty's operating income
of $4.7 million was equal to the first quarter of 2002. Operating income for the
business segments is defined as gross profit minus selling, administrative and
other expenses, excluding special charges related to the restructuring
initiative.
----------
The information presented above reflects adjustments to `As Reported' results to
exclude certain special items related to the Company's restructuring initiative.
This adjusted information should not be construed as an alternative to the
reported results determined in accordance with accounting principles generally
accepted in the United States of America. It is provided solely to assist in an
investor's understanding of the impact of the special items on the comparability
of the Company's operations. A reconciliation of the Company's results excluding
the special items related to the Company's restructuring initiatives and the
Company's reported results is provided in the accompanying consolidated income
statements.
2
{PAGE}
Safe Harbor for Forward-Looking Statement
Certain statements in this document may be considered forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements are subject to various risks and uncertainties, including but
not limited to the following: political and economic conditions; product demand;
competitive products and pricing; costs of and savings from restructuring
initiatives; product mix; availability and price of raw materials; the company's
relationships with its major customers and suppliers; changes in tax laws and
tariffs; devaluations and other foreign exchange rate fluctuations (particularly
with respect to the euro, the British pound, the Japanese yen, the Australian
dollar, the Argentine peso and the Brazilian real); the effect of new accounting
pronouncements and one-time accounting charges and credits, and similar matters.
Further information about the various risks and uncertainties can be found in
the company's SEC 10-K filing of February 28, 2003. All forward-looking
information represents management's best judgment as of this date based on
information currently available that in the future may prove to have been
inaccurate. Additionally, the variety of products sold by the company and the
regions where the company does business makes it difficult to determine with
certainty the increases or decreases in sales resulting from changes in the
227152
|
H.B. Fuller
As referenced in this H.B. Fuller Reports Improved First Quarter Results:
H.B. Fuller – txt
{DESCRIPTION}PRESS RELEASE DATED MARCH 25, 2003
{TEXT}
{PAGE}
Exhibit 99(a)
[LOGO OF H.B. Fuller Company Contact: Scott Dvorak
H.B. Fuller] Corporate Headquarters Investor Relations
651-236-5150
H.B. Fuller – 2003
{TEXT}
{PAGE}
Exhibit 99(a)
[LOGO OF H.B. Fuller Company Contact: Scott Dvorak
H.B. Fuller ] Corporate Headquarters Investor Relations
651-236-5150
P.O 64683
St. Paul, Minnesota 55164-
H.B. Fuller – O 64683
St. Paul, Minnesota 55164-0683
--------------------------------------------------------------------------------
NEWS For Immediate Release March 25, 2003
--------------------------------------------------------------------------------
Note: H.B. Fuller will host a conference call March 26, 2003 at 9:30 a.m.
central
H.B. Fuller – 30 a.m. eastern time). The call can be heard live over the
Internet at H.B. Fuller 's website at http://www.hbfuller.com under the section
shareholder information or at
H.B. Fuller – at http://www.hbfuller.com under the section
shareholder information or at www.streetevents.com.
H.B. Fuller Reports Improved First Quarter Results
ST. PAUL, Minn. - H.B. Fuller Company (NYSE: FUL)
dt 57700
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| Scott Dvorak
|
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| 2003 |
H.B. Fuller Reports Improved Fourth Quarter and Total Year Results
H.B. Fuller Reports Improved Fourth Quarter and Total Year Results (26K)
Doc #227164: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.A
{SEQUENCE}3
{FILENAME}dex99a.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
EXHIBIT 99(a)
[H.B. Fuller H.B. Fuller Company Contact: Scott Dvorak
Logo] Corporate Headquarters Investor Relations
651-236-5150
P.O 64683
St. Paul, Minnesota 55164-0683
--------------------------------------------------------------------------------
NEWS For Immediate Release January 14, 2003
Note: H.B. Fuller will host a conference call January 15, 2003 at 9:30 a.m.
central time (10:30 a.m. eastern time). The call can be heard live over the
Internet at H.B. Fuller's website at http://www.hbfuller.com under the section
shareholder information or at www.streetevents.com.
H.B. Fuller Reports Improved Fourth Quarter and
Total Year Results
ST. PAUL, Minn. - H.B. Fuller Company (NYSE: FUL) today reported sales and net
income for the fourth quarter that ended November 30, 2002.
Fourth quarter net income as reported was $10.4 million or $0.36 per share
(diluted). These results include $9.1 million ($6.2 million after-tax) or $0.22
per share (diluted), of net charges for asset impairments, severance and other
costs relating to the restructuring initiative announced earlier in the year.
For 2001, net income as reported was $12.9 million or $0.46 per share (diluted),
which included $1.6 million ($1.5 million after-tax) or $0.05 per share
(diluted) for asset impairments related to the restructuring initiative.
Fourth quarter net income, excluding special charges related to the
restructuring initiative, totaled $16.6 million or $0.58 per share (diluted).
Last year's fourth quarter net income, excluding special charges related to the
restructuring initiative, was $14.4 million, or $0.51 per share (diluted).
--------------------------------------------------------------------------------
Net income EPS (diluted)
-------------------------------
As reported, including special items Q4, 2002 $10.4 million(a) $0.36(a)
in 2002 and 2001 Q4, 2001 $12.9 million $0.46
Change -19.8% -21.7%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Net income EPS (diluted)
------------------------------
Excluding special items in 2002 Q4, 2002 $16.6 million(a) $0.58(a)
and 2001 Q4, 2001 $14.4 million $0.51
Change 14.9% 13.7%
--------------------------------------------------------------------------------
(a) Includes the effect of ceasing goodwill amortization related to adopting
FAS No. 142, $0.7 million or $.02 per share.
1
{PAGE}
Al Stroucken, CEO, said, "It was a solid quarter and year for our company, one
that saw us earn respectable results in a very difficult environment. With a
large part of the restructuring completed, we believe our improved cost
structures and business model will provide for future growth and improved
profits, even in the present uncertain economic conditions."
Fourth Quarter Revenues
Net revenue for the fourth quarter of 2002 was $329.6 million, a 2.1 percent
increase from the fourth quarter of 2001. Volume and currency accounted for
increases of 1.5 percent and 1.8 percent respectively, while pricing resulted in
a decrease of 1.2 percent.
Fourth Quarter Segment Revenue
} Global Adhesives' net revenue increased 2.4 percent compared to last
year.
o Volume increased 1.9 percent.
o Prices decreased 1.9 percent.
o Currency had a positive impact of 2.4 percent.
} Full-Valu / Specialty Group's net revenue increased 1.4 percent
compared to last year.
o Volume increased 0.7 percent.
o Prices increased 0.2 percent.
o Currency had a positive impact of 0.5 percent.
Operating income in Global Adhesives in the fourth quarter was $19.4 million, an
increase of $4.8 million from the fourth quarter of 2001. Full-Valu /
Specialty's operating income of $9.2 million decreased $3.1 million from the
previous year's fourth quarter. Operating income for the business segments
excludes special charges related to the restructuring initiative.
Total Year Results
------------------
Reported net income for 2002 was $28.2 million or $0.98 per share (diluted).
These results included $29.7 million ($19.1 million after-tax) or $0.67 per
share (diluted) of net charges for asset impairments, severance and other costs
relating to the restructuring initiative announced in the first quarter. Last
year's net income, which included the cumulative effect of an accounting change
was $44.4 million, or $1.57 per share (diluted).
2
{PAGE}
For 2002, net income, excluding special charges related to the restructuring
initiative, was $47.3 million or $1.65 per share (diluted). For 2001, net
income, excluding the cumulative effect of an accounting change and special
charges related to the restructuring initiative, was $46.4 million or $1.64 per
share (diluted). Last year's net income also included a one-time tax benefit of
$0.09 per share (diluted).
--------------------------------------------------------------------------------
Full Year Net income EPS (diluted)
-------------------------------
As reported, including special items 2002 $28.2 million(a) $0.98(a)
in 2002 and the cumulative effect of 2001 $44.4 million(b) $1.57(b)
an accounting change in 2001 Change -36.6% -37.6%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Full Year Net income EPS (diluted)
-----------------------------
Excluding special items in 2002 and 2002 $47.3 million(a) $1.65(a)
the cumulative effect of an accounting 2001 $46.4 million(b) $1.64(b)
change in 2001 Change 1.9% 0.6%
--------------------------------------------------------------------------------
(a) Includes the effect of ceasing goodwill amortization related to adopting
FAS No. 142, $2.6 million or $.09 per share.
(b) Includes a one-time tax benefit of $2.6 million or $.09 per share.
Net revenue for 2002 was $1,256 million, a 1.4 percent decrease from the
previous year. Volume and pricing were down 0.8 percent and 1.1 percent
227164
|
H.B. Fuller
As referenced in this H.B. Fuller Reports Improved Fourth Quarter and Total Year Results:
[H.B. Fuller – 99.A
{SEQUENCE}3
{FILENAME}dex99a.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
EXHIBIT 99(a)
[H.B. Fuller H.B. Fuller Company Contact: Scott Dvorak
Logo] Corporate Headquarters Investor Relations
651-236-
H.B. Fuller – 3
{FILENAME}dex99a.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
EXHIBIT 99(a)
[H.B. Fuller H.B. Fuller Company Contact: Scott Dvorak
Logo] Corporate Headquarters Investor Relations
651-236-5150
P.O
H.B. Fuller – O 64683
St. Paul, Minnesota 55164-0683
--------------------------------------------------------------------------------
NEWS For Immediate Release January 14, 2003
Note: H.B. Fuller will host a conference call January 15, 2003 at 9:30 a.m.
central
H.B. Fuller – 30 a.m. eastern time). The call can be heard live over the
Internet at H.B. Fuller 's website at http://www.hbfuller.com under the section
shareholder information or at
H.B. Fuller – at http://www.hbfuller.com under the section
shareholder information or at www.streetevents.com.
H.B. Fuller Reports Improved Fourth Quarter and
Total Year Results
ST. PAUL, Minn. - H.B. Fuller
dt 57712
;
| Scott Dvorak
|
| Preview
Full Doc
| 2002 |
H.B. Fuller Reports Third Quarter Results
H.B. Fuller Reports Third Quarter Results (27K)
Doc #227176: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.A
{SEQUENCE}3
{FILENAME}dex99a.txt
{DESCRIPTION}PRESS RELEASE DATED SEPTEMBER 24, 2002
{TEXT}
{PAGE}
EXHIBIT 99(a)
[H.B. FULLER H.B. Fuller Company Contact: Scott Dvorak
LOGO] Corporate Headquarters Investor Relations
651-236-5150
P.O 64683
St. Paul, Minnesota 55164-0683
--------------------------------------------------------------------------------
NEWS For Immediate Release September 24, 2002
Note: H.B. Fuller will host a conference call September 25, 2002 at 9:30 a.m.
central time (10:30 a.m. eastern time). The call can be heard live over the
Internet at H.B. Fuller's website at http://www.hbfuller.com under the section
shareholder information or at www.streetevents.com.
H.B. Fuller Reports Third Quarter Results
ST. PAUL, Minn. - H.B. Fuller Company (NASDAQ: FULL) today reported sales and
earnings for the third quarter that ended August 31, 2002.
Third quarter net income as reported was $9.2 million or $0.32 per share
(diluted). These results include $6.3 million ($3.9 million after-tax) or $0.14
per share (diluted) of charges for asset impairments, severance and other costs
relating to the restructuring initiative announced earlier in the year.
Third quarter net income, excluding special charges related to the restructuring
initiative, totaled $13.1 million or $0.46 per share (diluted). Last year's
third quarter net income was $14.6 million or $0.51 per share (diluted). Last
year's third quarter net income included a one-time tax benefit of $0.09 per
share (diluted).
{TABLE}
{CAPTION}
--------------------------------------------------------------------------------------------------------------
Net earnings EPS (diluted)
------------- -------------
{S} {C} {C} {C}
As reported, including special items in 2002 Q3, 2002 $9.2 million $0.32
Q3, 2001 $14.6 million* $0.51*
* Includes a one-time tax benefit of $2.6 million Change -36.9% -37.3%
or $0.09 per share
--------------------------------------------------------------------------------------------------------------
{/TABLE}
{TABLE}
{CAPTION}
--------------------------------------------------------------------------------------------------------------
Net earnings EPS (diluted)
------------- -------------
{S} {C} {C} {C}
Excluding special items in 2002 Q3, 2002 $13.1 million $0.46
Q3, 2001 $14.6 million* $0.51*
* Includes a one-time tax benefit of $2.6 million Change -10.0% -9.8%
or $0.9 per share
--------------------------------------------------------------------------------------------------------------
{/TABLE}
1
{PAGE}
Al Stroucken, CEO, said, "As any true signs of an economic recovery continue to
elude us, our quarterly results are truly a reflection of our past and ongoing
initiatives, which have provided us a more profitable foundation and will propel
us into the future, optimistic and confident that we have taken the tough steps
down the correct path."
Third Quarter Revenues
Net revenue for the third quarter of 2002 was $313.9 million, a 0.6 percent
decrease from the third quarter of 2001. Reduced volume and pricing accounted
for a decrease of 1.5 percent and 1.4 percent respectively, while positive
currency effects resulted in an increase of 2.3 percent.
Third Quarter Segment Revenue
}} Global Adhesives' net revenue decreased 0.4 percent compared to last
year.
o Volume decreased 1.4 percent.
o Prices decreased 1.9 percent.
o Currency had a positive impact of 2.9 percent.
}} Full-Valu / Specialty Group's net revenue decreased 0.9 percent
compared to last year.
o Volume decreased 1.4 percent.
o Prices decreased 0.3 percent.
o Currency had a positive impact of 0.8 percent.
Operating income in Global Adhesives in the third quarter was $14.7 million, a
decrease of $2.5 million from the third quarter of 2001. Full-Valu / Specialty's
operating income of $8.1 million increased $0.6 million from the previous year's
third quarter.
Nine Month Results
------------------
Nine months' results as reported reflect net income of $17.8 million or $0.62
per share (diluted). These results included $20.6 million ($12.9 million
after-tax) or $0.45 per share (diluted) of charges for asset impairments,
severance and other costs relating to the restructuring initiative announced in
the first quarter. Last year's first nine months' net income
2
{PAGE}
which included the cumulative effect of an accounting change was $31.5 million,
or $1.11 per share (diluted).
For the first nine months of 2002, net income, excluding special charges related
to the restructuring initiative, was $30.7 million or $1.08 per share (diluted).
For the same period in 2001, net income, excluding the cumulative effect of an
accounting change in the first quarter, was $32.0 million or $1.13 per share
(diluted). Last year's first nine months of net income also included a one-time
tax benefit of $0.09 per share (diluted).
{TABLE}
{CAPTION}
--------------------------------------------------------------------------------------------------------------
Net earnings EPS (diluted)
------------- -------------
{S} {C} {C} {C}
As reported, including special items in 2002 YTD, 2002 $17.8 million $0.62
and the cumulative effect of an accounting YTD, 2001 $31.5 million* $1.11*
change in 2001 Change -43.5% -44.1%
* Includes a one-time tax benefit of $2.6 million
or $0.09 per share
--------------------------------------------------------------------------------------------------------------
{/TABLE}
227176
|
H.B. Fuller
As referenced in this H.B. Fuller Reports Third Quarter Results:
[H.B. FULLER – FILENAME}dex99a.txt
{DESCRIPTION}PRESS RELEASE DATED SEPTEMBER 24, 2002
{TEXT}
{PAGE}
EXHIBIT 99(a)
[H.B. FULLER H.B. Fuller Company Contact: Scott Dvorak
LOGO] Corporate Headquarters Investor Relations
651-236-
H.B. Fuller – DESCRIPTION}PRESS RELEASE DATED SEPTEMBER 24, 2002
{TEXT}
{PAGE}
EXHIBIT 99(a)
[H.B. FULLER H.B. Fuller Company Contact: Scott Dvorak
LOGO] Corporate Headquarters Investor Relations
651-236-5150
P.O
H.B. Fuller – O 64683
St. Paul, Minnesota 55164-0683
--------------------------------------------------------------------------------
NEWS For Immediate Release September 24, 2002
Note: H.B. Fuller will host a conference call September 25, 2002 at 9:30 a.m.
central
H.B. Fuller – 30 a.m. eastern time). The call can be heard live over the
Internet at H.B. Fuller 's website at http://www.hbfuller.com under the section
shareholder information or at
H.B. Fuller – at http://www.hbfuller.com under the section
shareholder information or at www.streetevents.com.
H.B. Fuller Reports Third Quarter Results
ST. PAUL, Minn. - H.B. Fuller Company (NASDAQ: FULL) today
dt 57722
;
| Scott Dvorak
|
| Preview
Full Doc
| 2002 |
H.B. Fuller Files Shelf Registration Statement with the SEC
H.B. Fuller Files Shelf Registration Statement with the SEC (3K)
Doc #227177: Click preview link for longer preview.
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{DESCRIPTION}PRESS RELEASE DATED SEPTEMBER 24, 2002
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EXHIBIT 99(b)
[H.B. FULLER H.B. Fuller Company Contact: Scott Dvorak
LOGO] Corporate Headquarters Investor Relations
651-236-5150
P.O 64683
St. Paul, Minnesota 55164-0683
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NEWS For Immediate Release September 24, 2002
H.B. Fuller Files Shelf Registration Statement with the SEC
ST. PAUL, Minn. - H.B. Fuller Company (NASDAQ: FULL) today announced that it has
filed a universal shelf registration statement with the Securities and Exchange
Commission. The registration statement provides for the sale by the Company of
up to $500 million of a wide variety of securities, including common stock,
preferred stock, debt and warrants.
Currently, the Company has no specific plans to issue any securities under the
registration statement. The Company believes that utilization of a shelf
registration, which is employed by many public companies, is a practical and
efficient way to access the public markets.
The registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
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H.B. Fuller Company is a worldwide manufacturer and marketer of adhesives,
sealants, coatings, paints and other specialty chemical products, with fiscal
2001 sales of $1.274 billion. Common stock is traded on the NASDAQ exchange
under the symbol FULL. For more information about the Company, visit their
website at: http://www.hbfuller.com.
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Safe Harbor for Forward-Looking Statement
This announcement contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 regarding H.B. Fuller's shelf
registration statement. These statements are based on current expectations and
are subject to various risks and uncertainties, including but not limited to the
following: availability of acquisitions, demand for capital expenditures,
political and economic conditions; future financial performance, the regulatory
environment; and other risks as indicated from time to time in the Company's
filings with the Securities and Exchange Commission. H.B. Fuller expressly
disclaims any obligation or undertaking to publicly release any updates or
revisions to any statements or any change in its expectations.
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H.B. Fuller
As referenced in this H.B. Fuller Files Shelf Registration Statement with the SEC:
[H.B. FULLER – FILENAME}dex99b.txt
{DESCRIPTION}PRESS RELEASE DATED SEPTEMBER 24, 2002
{TEXT}
{PAGE}
EXHIBIT 99(b)
[H.B. FULLER H.B. Fuller Company Contact: Scott Dvorak
LOGO] Corporate Headquarters Investor Relations
651-236-
H.B. Fuller – DESCRIPTION}PRESS RELEASE DATED SEPTEMBER 24, 2002
{TEXT}
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EXHIBIT 99(b)
[H.B. FULLER H.B. Fuller Company Contact: Scott Dvorak
LOGO] Corporate Headquarters Investor Relations
651-236-5150
P.O
H.B. Fuller – P.O 64683
St. Paul, Minnesota 55164-0683
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NEWS For Immediate Release September 24, 2002
H.B. Fuller Files Shelf Registration Statement with the SEC
ST. PAUL, Minn. - H.B. Fuller Company (
H.B. Fuller – 24, 2002
H.B. Fuller Files Shelf Registration Statement with the SEC
ST. PAUL, Minn. - H.B. Fuller Company (NASDAQ: FULL) today announced that it has
filed a universal shelf registration statement
H.B. Fuller – be unlawful prior to registration or qualification
under the securities laws of any such state.
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H.B. Fuller Company is a worldwide manufacturer and marketer of adhesives,
sealants, coatings, paints and other
dt 57723
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| 2002 |
H.B. Fuller Reports Second Quarter Results
H.B. Fuller Reports Second Quarter Results (22K)
Doc #227207: Click preview link for longer preview.
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EXHIBIT 99
[H.B. Fuller H.B. Fuller Company Contact: Scott Dvorak
Logo] Corporate Headquarters Investor Relations
651-236-5150
P.O 64683
St. Paul, Minnesota 55164-0683
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NEWS For Immediate Release June 25, 2002
Note: H.B. Fuller will host a conference call June 26, 2002 at 9:30 a.m. central
time (10:30 a.m. eastern time). The call can be heard live over the Internet at
H.B. Fuller's website at http://www.hbfuller.com under the section shareholder
information or at www.streetevents.com.
H.B. Fuller Reports Second Quarter Results
ST. PAUL, Minn. - H.B. Fuller Company (NASDAQ: FULL) today reported sales and
earnings for the second quarter that ended June 1, 2002.
Second quarter net income, excluding special charges related to the
restructuring initiative, totaled $12.0 million or $0.42 per share (diluted).
Last year's second quarter net income was $11.9 million or $0.42 per share
(diluted).
Second quarter net income as reported was $7.9 million or $0.28 per share
(diluted). These results include $6.6 million ($4.1 million after-tax) or $0.14
per diluted share, of charges for asset impairments, severance and other costs
relating to the restructuring initiative announced earlier in the year.
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{CAPTION}
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Net earnings EPS (diluted)
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{S} {C} {C} {C}
Excluding special items in 2002 Q2, 2002 $12.0 million $0.42
Q2, 2001 $11.9 million $0.42
Change 1.2% 0.0%
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Net earnings EPS (diluted)
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As reported, including special items in 2002 Q2, 2002 $7.9 million $0.28
Q2, 2001 $11.9 million $0.42
Change -33.1% -33.3%
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Al Stroucken, CEO, said, "Our second quarter results were slightly better than
expected, a result of our continuing cost reduction initiatives. The full effect
of the earnings leverage we
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EXHIBIT 99
have created will manifest itself through growth of our top line. In light of
continuing economic uncertainty, this will remain an area of focus for our
company going forward."
Second Quarter Revenues
Net revenue for the second quarter of 2002 was $319.4 million, a 2.8 percent
decrease from the second quarter of 2001. Reduced volume accounted for a
decrease of 1.1 percent, while negative currency effects and pricing accounted
for decreases of 0.6 percent and 1.1 percent, respectively.
Second Quarter Segment Revenue
}} Global Adhesives' net revenue decreased 3.1 percent compared to last
year.
o Volume decreased 1.5 percent.
o Prices decreased 0.8 percent.
o Currency had a negative impact of 0.8 percent.
}} Full-Valu / Specialty Group's net revenue decreased 1.9 percent
compared to last year.
o Volume was even.
o Prices decreased 1.7 percent.
o Currency had a negative impact of 0.2 percent.
Operating income as compared to the second quarter of 2001 decreased in Global
Adhesives and Full-Valu / Specialty due to the lower sales levels.
Six Month Results
-----------------
For the first six months of 2002, net income, excluding special charges related
to the restructuring initiative, was $17.6 million or $0.62 per share (diluted).
For the same period in 2001, net income, excluding the cumulative effect of an
accounting change in the first quarter, was $17.4 million or $0.62 per share
(diluted).
Six months' results as reported reflect net income of $8.6 million or $0.30 per
share (diluted). These results included $14.3 million ($9.0 million after-tax)
or $0.32 per diluted share, of charges for asset impairments, severance and
other costs relating to the restructuring initiative
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announced in the first quarter. Last year's first six months' net income which
included the cumulative effect of an accounting change was $16.9 million, or
$0.60 per share (diluted).
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Net earnings EPS (diluted)
-------------------------------
{S} {C} {C} {C}
Excluding special items in 2002 and the YTD, 2002 $17.6 million $0.62
cumulative effect of an accounting change YTD, 2001 $17.4 million $0.62
in 2001 Change 1.1% 0.0%
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Net earnings EPS (diluted)
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As referenced in this H.B. Fuller Reports Second Quarter Results:
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[H.B. Fuller H.B. Fuller Company Contact: Scott Dvorak
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