-----BEGIN PRIVACY-ENHANCED MESSAGE-----
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<SEC-DOCUMENT>0001193125-03-053111.txt : 20030924
<SEC-HEADER>0001193125-03-053111.hdr.sgml : 20030924
<ACCEPTANCE-DATETIME>20030923200128
ACCESSION NUMBER:		0001193125-03-053111
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20030923
ITEM INFORMATION:		Financial statements and exhibits
ITEM INFORMATION:		Regulation FD Disclosure
FILED AS OF DATE:		20030924

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FULLER H B CO
		CENTRAL INDEX KEY:			0000039368
		STANDARD INDUSTRIAL CLASSIFICATION:	ADHESIVES & SEALANTS [2891]
		IRS NUMBER:				410268370
		STATE OF INCORPORATION:			MN
		FISCAL YEAR END:			1130

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-09225
		FILM NUMBER:		03906861

	BUSINESS ADDRESS:	
		STREET 1:		1200 WILLOW LAKE BLVD
		CITY:			ST PAUL
		STATE:			MN
		ZIP:			55110-5132
		BUSINESS PHONE:		6126453401
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


      Date of Report (Date of earliest event reported): September 23, 2003


                               H.B. Fuller Company
             (Exact name of registrant as specified in its charter)

Minnesota                             001-09225                  41-0268370
(State of Incorporation)       (Commission file number)        (I.R.S. Employer
                                                             Identification No.)

1200 Willow Lake Boulevard, St. Paul, Minnesota            55110-5101
(Address of principal executive offices)                   (Zip Code)

                                 (651) 236-5900
              (Registrant's telephone number, including area code)

<PAGE>

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(c) Exhibits

Exhibit 99  Press Release dated September 23, 2003 reporting registrants'
            financial results for the third quarter and nine months ended
            August 30, 2003.

Item 9. Regulation FD Disclosure (Information furnished in this Item is also
furnished under Item 12.)

On September 23, 2003, H.B. Fuller Company announced its sales and earnings for
the third quarter and nine months ended August 30, 2003. A copy of the press
release that discusses this matter is filed as Exhibit 99 to, and incorporated
by reference in, this report.

In addition to disclosing results in accordance with U.S. generally accepted
accounting principles (GAAP), the registrant also discloses non-GAAP results
that exclude special items principally related to the registrant's restructuring
initiative. The registrant believes that such a presentation provides a useful
analysis of the ongoing operating trends for the periods presented.

To the extent that the information contained in this report is also intended to
be furnished under Item 12. "Results of Operations and Financial Condition," it
is being furnished under Item 9. "Regulation FD Disclosure" pursuant to interim
guidance issued by the Securities and Exchange Commission in Release Nos.
33-8216 and 34-47583. As such, the information hereunder shall not be deemed to
be filed for the purposes of Section 18 of the Securities Exchange Act of 1934
or otherwise subject to the liabilities of that section, nor shall it be
incorporated by reference into a filing under the Securities Act of 1933, or the
Securities Exchange Act of 1934, except as shall be expressly set forth by
specific reference in such a filing.

                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                              H.B. FULLER COMPANY
                                              Date: September 23, 2003

                                              By: /s/ John Feenan

                                              John Feenan
                                              Senior Vice President and
                                              Chief Financial Officer

</TEXT>
</DOCUMENT>
<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
percent and 0.8 percent respectively and positive currency effects accounted for
an increase of 4.0 percent.

                                   __________

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 income statements.

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 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 and 10-Q filings of April 15 and
July 14, 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 volume of products sold, currency impact, changes
in product mix and selling prices.

                                       3

<PAGE>

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
2002 net sales of $1.256 billion. 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.

                                       4

<PAGE>

                              H.B. FULLER COMPANY
                             FINANCIAL INFORMATION
               In thousands, except per share amounts (unaudited)

<TABLE>
<CAPTION>
                                                13 Weeks                                       13 Weeks
                                                 Ended                                          Ended
                                            August 30, 2003                                August 31, 2002
                                            ---------------                                ---------------
<S>                                         <C>                                            <C>
Net sales                                   $       322,089                                $       313,936
Cost of sales                                      (235,023)                                      (229,752)
                                            ---------------                                ---------------

Gross profit                                         87,066                                         84,184

Selling, administrative and other
expenses                                            (67,838)                                       (67,673)
Interest expense                                     (3,662)                                        (4,353)
Other income (expense), net                             993                                          1,089
                                            ---------------                                ---------------

Income before income taxes, minority
interests and income from equity
investments                                          16,559                                         13,247

Income taxes                                         (4,804)                                        (4,223)

Minority interests in consolidated
income                                                  (30)                                           (74)

Income from equity investments                          561                                            249
                                            ---------------                                ---------------

Net Income                                  $        12,286                                $         9,199
                                            ===============                                ===============

Basic income per common share               $          0.43                                $          0.33
                                            ===============                                ===============

Diluted income per common share             $          0.43                                $          0.32
                                            ===============                                ===============

Weighted-average common shares
outstanding:
     Basic                                           28,262                                         28,135
     Diluted                                         28,709                                         28,632
</TABLE>

Selected Balance Sheet Information (subject to change prior to filing of the
Company's Quarterly Report on Form 10-Q)

<TABLE>
<CAPTION>
                                               Unaudited                                      Unaudited
                                            August 30, 2003       November 30, 2002        August 31, 2002
                                            ---------------       -----------------        ---------------
<S>                                         <C>                   <C>                      <C>
Inventory                                   $       153,276       $         143,012        $       148,638
Trade accounts receivable, net                      218,493                 212,342                210,774
Trade accounts payable                              103,593                 113,297                112,321
Total assets                                        976,521                 961,439                962,200
Long-term debt                                      171,953                 163,125                170,372
</TABLE>

<PAGE>

                               H.B. FULLER COMPANY
                              FINANCIAL INFORMATION
               In thousands, except per share amounts (unaudited)

<TABLE>
<CAPTION>
                                               13 Weeks Ended - August 30, 2003              13 Weeks Ended - August 31, 2002
                                           -----------------------------------------    -----------------------------------------
                                                                         Excluding                                    Excluding
                                           As Reported  Special Items  Special Items    As Reported  Special Items  Special Items
                                           -----------------------------------------    -----------------------------------------
<S>                                        <C>          <C>            <C>              <C>          <C>            <C>
Net sales                                  $  322,089   $          -   $    322,089     $  313,936   $          -   $    313,936
Cost of sales                                (235,023)          (358)      (234,665)      (229,752)        (4,525)      (225,227)
                                           -----------------------------------------    -----------------------------------------
Gross profit                                   87,066           (358)        87,424         84,184         (4,525)        88,709

Selling, administrative and other
expenses                                      (67,838)          (671)       (67,167)       (67,673)        (1,801)       (65,872)
Interest expense                               (3,662)             -         (3,662)        (4,353)             -         (4,353)
Other income (expense), net                       993          1,955           (962)         1,089              -          1,089
                                           -----------------------------------------    -----------------------------------------

Income before income taxes, minority
interests and income from equity
investments                                    16,559            926         15,633         13,247         (6,326)        19,573

Income taxes                                   (4,804)          (446)        (4,358)        (4,223)         2,302         (6,525)

Minority interests in consolidated
income                                            (30)             -            (30)           (74)            93           (167)

Income from equity investments                    561              -            561            249              -            249
                                           -----------------------------------------    -----------------------------------------

Net Income                                 $   12,286   $        480   $     11,806     $    9,199   $     (3,931)  $     13,130
                                           =========================================    =========================================

Basic income (loss) per common share       $     0.43   $       0.02   $       0.42     $     0.33   $      (0.14)  $       0.47
                                           =========================================    =========================================

Diluted income (loss) per common share     $     0.43   $       0.02   $       0.41     $     0.32   $      (0.14)  $       0.46
                                           =========================================    =========================================

Weighted-average common shares outstanding:
     Basic                                     28,262         28,262         28,262         28,135         28,135         28,135
     Diluted                                   28,709         28,709         28,709         28,632         28,632         28,632
</TABLE>

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.

<PAGE>

                              H.B. FULLER COMPANY
                             FINANCIAL INFORMATION
               In thousands, except per share amounts (unaudited)

<TABLE>
<CAPTION>
                                                          39 Weeks         39 Weeks
                                                           Ended             Ended
                                                     August 30, 2003    August 31, 2002
                                                     ---------------    ---------------
<S>                                                  <C>                <C>
Net sales                                                  $ 941,158          $ 926,578
Cost of sales                                               (682,372)          (679,779)
                                                           ---------          ---------

Gross profit                                                 258,786            246,799

Selling, administrative and other expenses                  (211,910)          (207,887)
Interest expense                                             (11,029)           (13,489)
Other income (expense), net                                   (2,302)              (375)
                                                           ---------          ---------

Income before income taxes, minority interests and
income from equity investments                                33,545             25,048

Income taxes                                                  (9,102)            (7,734)

Minority interests in consolidated income                       (580)              (681)

Income from equity investments                                 1,435              1,167
                                                           ---------          ---------

Net Income                                                 $  25,298          $  17,800
                                                           =========          =========

Basic income per common share                              $    0.90          $    0.63
                                                           =========          =========

Diluted income per common share                            $    0.88          $    0.62
                                                           =========          =========

Weighted-average common shares outstanding:
     Basic                                                    28,228             28,071
     Diluted                                                  28,672             28,571
</TABLE>

<PAGE>

                               H.B. FULLER COMPANY
                              FINANCIAL INFORMATION
               In thousands, except per share amounts (unaudited)

<TABLE>
<CAPTION>
                                               39 Weeks Ended - August 30, 2003             39 Weeks Ended - August 31, 2002
                                         -------------------------------------------   ------------------------------------------
                                                                         Excluding                                    Excluding
                                         As Reported    Special Items  Special Items   As Reported   Special Items  Special Items
                                         -------------------------------------------   ------------------------------------------
<S>                                      <C>            <C>            <C>             <C>           <C>            <C>
Net sales                                  $ 941,158     $      -        $  941,158    $ 926,578     $       -        $  926,578
Cost of sales                               (682,372)      (3,794)         (678,578)    (679,779)      (14,623)         (665,156)
                                         -------------------------------------------   ------------------------------------------
Gross profit                                 258,786       (3,794)          262,580      246,799       (14,623)          261,422

Selling, administrative and
other expenses                              (211,910)      (4,887)         (207,023)    (207,887)       (6,000)         (201,887)
Interest expense                             (11,029)           -           (11,029)     (13,489)            -           (13,489)
Other income (expense), net                   (2,302)       1,955            (4,257)        (375)            -              (375)
                                         -------------------------------------------   ------------------------------------------

Income before income taxes, minority
interests and income from equity
investments                                   33,545       (6,726)           40,271       25,048       (20,623)           45,671

Income taxes                                  (9,102)       1,646           (10,748)      (7,734)        7,267           (15,001)

Minority interests in consolidated
income                                          (580)           -              (580)        (681)          431            (1,112)

Income from equity investments                 1,435            -             1,435        1,167             -             1,167
                                         -------------------------------------------   ------------------------------------------

Net Income                                 $  25,298     $ (5,080)       $   30,378    $  17,800     $ (12,925)       $   30,725
                                         ===========================================   ==========================================

Basic income (loss) per common share       $    0.90     $  (0.18)       $     1.08    $    0.63     $   (0.46)       $     1.09
                                         ===========================================   ==========================================

Diluted income (loss) per common
share                                      $    0.88     $  (0.18)       $     1.06    $    0.62     $   (0.45)       $     1.08
                                         ===========================================   ==========================================

Weighted-average common shares
outstanding:
     Basic                                    28,228       28,228            28,228       28,071        28,071            28,071
     Diluted                                  28,672       28,672            28,672       28,571        28,571            28,571
</TABLE>

The information presented above reflects adjustments to 'As Reported' results to
exclude certain special items related to the Company's restructing 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.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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