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
EFTEC Savings Plan
H.B. FULLER COMPANY
1200 Willow Lake Boulevard, P.O. Box 64683
St. Paul, Minnesota 55164-0683
EFTEC Savings 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 EFTEC Savings 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 EFTEC Savings 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 EFTEC
Savings 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 Regulations 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
EFTEC Savings 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 $ 9,626,447 $ 8,910,182
Receivables:
Participant contributions receivable 16,190 17,145
Employer contributions receivable 7,915 8,376
Other receivables 13,197
Accrued income 914 552
----------- -----------
Total assets 9,664,663 8,936,255
LIABILITIES
Other liabilities 23,646
----------- -----------
Net assets available for benefits $ 9,664,663 $ 8,912,609
=========== ===========
The accompanying notes are an integral part of the financial statements.
F-3
EFTEC Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2001
--------------------------------------------------------------------------------
2001
Additions:
Investments:
Interest $ 7,971
Dividends 89,115
Net appreciation in market value of investments 592,024
Other income 33,922
----------
Total investment income/(loss) 723,032
Participant contributions 481,932
Employer contributions 235,821
----------
Total additions 1,440,785
----------
Deductions:
Participant distributions and withdrawals 685,302
Administrative expense 3,429
----------
Total deductions 688,731
----------
Net increase 752,054
Net assets available for benefits:
Beginning of year 8,912,609
----------
End of year $9,664,663
==========
The accompanying notes are an integral part of the financial statements.
F-4
EFTEC Savings Plan
Notes to Financial Statements
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1. Description of the Plan
The following brief description of the EFTEC Savings 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
EFTEC (the Employer) is a joint venture owned 70% by H.B. Fuller Company
and 30% by EMS Chemie. The Plan is a defined contribution plan established
February 13, 1997 and became effective April 1, 1997. The Plan merged
assets from separate plans formerly sponsored by H.B. Fuller Company and
EMS-TOGO Corporation. Former plans included the H.B. Fuller Company Thrift
Plan, the H.B. Fuller Profit Share Plus Plan and the EMS-TOGO Corporation,
a subsidiary of EMS Chemie, 401(k) Investment Plan. The Plan receives
pre-tax contributions from participant payroll deductions with
discretionary Employer matching and discretionary Employer profit sharing
contributions.
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 United States EFTEC employees, excluding members of
collective bargaining units whose contracts do not provide for
participation, are eligible to make contributions to the Plan after six
months of employment. Regular part-time employees are eligible to
participate after twelve months.
The Employer matches 100% of an employee's pre-tax contribution, up to 4%
of the employee's compensation in the form of H.B. Fuller Company Common
Stock. To participate, 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 annual maximum of
$10,500 for 2001.
A participant's contribution, and the allowable employer match, 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). Participant directed investment funds include
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 Balanced Investment Fund, Janus Twenty Fund and Janus
Overseas Fund. A participant's investment option for past and future
contributions can be changed daily.
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.)
F-5
EFTEC Savings Plan
Notes to Financial Statements
--------------------------------------------------------------------------------
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 may receive value in the vested
interest in his or her account as a lump-sum distribution. The investment
in the H.B. Fuller Company Common Stock may be withdrawn in the form of
shares of stock at the option of Plan participants.
Vesting
Participants are immediately vested in their contributions plus actual
earnings thereon. Vesting in the Company's matching 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 6.50% to 9.50% and mature at various dates
through 2015.
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
$14,021.
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
participants' 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. Fuller 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.
F-6
EFTEC Savings Plan
Notes to Financial Statements
--------------------------------------------------------------------------------
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.
Concentration of Market Risk
At December 31, 2001 and 2000, approximately 37% 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, 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
EFTEC Savings Plan
Notes to Financial Statements
--------------------------------------------------------------------------------
3. Investments
The following represents the Plan's investments at fair value:
December 31
------------------------
2001 2000
H.B. Fuller Company Common Stock,
122,312 and 136,304 shares, respectively ** $3,518,916* $2,688,808*
Wells Fargo Stable Return Fund,
31,516 and 26,828 shares, respectively 1,015,844* 811,657*
Wells Fargo Index Equity Fund,
53,537 and 54,013 shares, respectively 2,457,887* 2,849,210*
Wells Fargo Growth Balanced Investment Fund,
40,705 and 35,248 shares, respectively 1,155,606* 1,084,235*
Small Company Growth Fund,
17,227 and 17,363 shares, respectively 444,649* 445,366*
Janus Twenty Fund,
10,284 and 8,378 shares, respectively 395,523 459,092*
H.B. Fuller Company Common Stock Investment Fund ** 116,762 60,276
PIMCO Total Return Bond Fund 96,717 8,129
Janus Overseas Fund 193,404 262,400
Participant loans receivable ** 231,139 241,009
---------- ----------
$9,626,447 $8,910,182
========== ==========
* 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 $592,024 as follows:
Wells Fargo and Janus Mutual Funds $ (642,996)
H.B. Fuller Company Common Stock and Common Stock
Investment Fund 1,175,380
Wells Fargo Stable Return Fund 57,074
PIMCO Total Return Bond Fund 2,566
----------
$ 592,024
==========
F-8
EFTEC Savings 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 $3,518,916 $2,688,808
H.B. Fuller Company Common Stock Investment Fund 116,762 60,276
Participant loans receivable 231,139 241,009
Accrued income 884 444
---------- ----------
$3,867,701 $2,990,537
========== ==========
Year Ended
December 31,
2001
------------
Changes in net assets:
Contributions $ 131,388
Interest 4,562
Dividends 56,000
Other income 21,774
Net appreciation of investments 1,175,380
Participant distributions and withdrawals (310,733)
Net transfers to participant directed investments (199,833)
Administrative expenses (1,374)
----------
$ 877,164
==========
5. Tax Status
The Internal Revenue Service has determined and informed the Employer by a
letter dated January 19, 1999 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 represents
invested amounts in shares of stock of the parent company of EFTEC. 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 $306,193 and $327,123, respectively.
The Plan also invests in various funds managed by Wells Fargo Bank
Minnesota, N.A. Wells Fargo Bank 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. For the year ended
December 31, 2001, the Trustee made purchases and sales of such securities
amounting to $1,744,573 and $2,223,954, respectively.
F-9
EFTEC Savings 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 122,312 $3,095,652 $3,518,916
* Wells Fargo H.B. Fuller Company Common
Minnesota, N.A. Stock Investment Fund 116,762 116,762
* Wells Fargo Stable Return Fund
Minnesota, N.A. Pooled, Common & Collective 31,516 1,015,844
* Wells Fargo Index Equity Fund
Minnesota, N.A. Common Stock 53,537 2,457,887
* Wells Fargo Growth Balanced Investment Fund
Minnesota, N.A. Mutual Fund - Balanced 40,705 1,155,606
* Wells Fargo Small Company Growth Fund
Minnesota, N.A. Common Stock 17,228 444,649
* Wells Fargo PIMCO Total Return Bond Fund
Minnesota, N.A. Corporate Bonds 9,246 96,717
* Wells Fargo Janus Twenty Fund
Minnesota, N.A. Common Stock 10,284 395,523
* Wells Fargo Janus Overseas Fund
Minnesota, N.A. Common Stock 9,527 193,404
* Participant Loans Loan Fund
Private Debt Obligation
Wells Fargo prime interest rate
5-15 year terms 231,139 231,139
----------
Total investments at end of
plan year $9,626,447
==========
* 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
EFTEC Savings Plan
Schedule of Reportable Transactions*
Year Ended December 31, 2001
--------------------------------------------------------------------------------
5% of series of transactions by security issue:
Number of Total Dollar Amount
----------------- ---------------------- Net Gain
Security Issue Purchases Sales Purchases Sales or (Loss)
H.B. Fuller Company Common Stock Fund,
Investment Fund 92 43 $666,249 $609,765 $ -
* 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
EFTEC SAVINGS 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.
EFTEC SAVINGS 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