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<SEC-DOCUMENT>0001193125-04-048204.txt : 20040324
<SEC-HEADER>0001193125-04-048204.hdr.sgml : 20040324
<ACCEPTANCE-DATETIME>20040324150200
ACCESSION NUMBER:		0001193125-04-048204
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040323
ITEM INFORMATION:		
ITEM INFORMATION:		Financial statements and exhibits
ITEM INFORMATION:		Regulation FD Disclosure
FILED AS OF DATE:		20040324

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:		04687158

	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>


                                  UNITED STATES
                       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): March 23, 2004




                               H.B. FULLER COMPANY
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
<S>                              <C>                         <C>
         Minnesota                     001-09225                 41-0268370
- --------------------------------------------------------------------------------
(State or other jurisdiction     (Commission file number)     (I.R.S. Employer
     of incorporation)                                       Identification No.)
</TABLE>


                           1200 Willow Lake Boulevard
                                 P.O. Box 64683
                             St. Paul, MN 55164-0683
                  --------------------------------------------
                    (Address of principal executive offices)



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



                                 Not Applicable
                  --------------------------------------------
          (Former name or former address, if changed since last report)

<PAGE>

Item 7.  Financial Statements and Exhibits.

(c)  Exhibits.

     99.1  Press Release, dated March 23, 2004, issued by H.B. Fuller Company


Item 9.  Regulation FD.

     The information set forth under Item 12 below also is intended to be
disclosed under this Item 9 and is herby incorporated herein by reference.

Item 12. Results of Operations and Financial Condition.

     On March 23, 2004, H.B. Fuller Company announced its sales and earnings for
the first fiscal quarter ended February 28, 2004. A copy of the press release
that discusses this matter is filed as Exhibit 99.1 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.

     The information in this Form 8-K, including the exhibit attached hereto,
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that Section. The information in this Form 8-K shall not be incorporated by
reference into any registration statement or other document filed pursuant to
the Securities Act of 1933, as amended, except as shall be expressly set forth
by specific reference in such a filing.

<PAGE>

                                    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.

Date:  March 24, 2004

                                             H.B. FULLER COMPANY



                                             By:  /s/ Patricia L. Jones
                                                  ---------------------
                                                  Patricia L. Jones
                                                  Senior Vice President,
                                                  Chief Administrative Officer,
                                                  General Counsel and
                                                  Secretary

<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No.        Description
- -----------        -----------
<S>                <C>
  99.1             Press Release, dated March 23, 2004, issued by H.B. Fuller
                   Company
</TABLE>

</TEXT>
</DOCUMENT>
<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
               In thousands, except per share amounts (unaudited)

<TABLE>
<CAPTION>
                                                   13 Weeks          13 Weeks
                                                    Ended              Ended
                                              February 28, 2004    March 1, 2003
                                              -----------------    -------------
<S>                                           <C>                  <C>
Net revenue                                       $ 318,573          $ 294,588
Cost of sales                                      (232,796)          (212,440)
                                                  ---------          ---------

Gross profit                                         85,777             82,148
Selling, administrative and other expenses          (75,409)           (70,944)
Interest expense                                     (3,564)            (3,765)
Other expense, net                                     (933)            (2,680)
                                                  ---------          ---------

Income before income taxes, minority
interests and income from equity investments          5,871              4,759
Income taxes                                         (1,879)            (1,634)
Minority interests (expense)/income                     120               (258)
Income from equity investments                          501                379
                                                  ---------          ---------
Net Income                                        $   4,613          $   3,246
                                                  =========          =========
Basic income per common share                     $    0.16          $    0.12
                                                  =========          =========
Diluted income per common share                   $    0.16          $    0.11
                                                  =========          =========
Weighted-average common shares outstanding:
  Basic                                              28,347             28,201
  Diluted                                            28,888             28,659
</TABLE>


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

<TABLE>
<CAPTION>
                             February 28, 2004  November 29, 2003  March 1, 2003
                             -----------------  -----------------  -------------
<S>                          <C>                <C>                <C>
Inventory                        $  154,893        $  146,571         $152,438
Trade accounts receivable,
  net                               235,133           239,593          209,897
Trade accounts payable              105,862           117,001          102,388
Total assets                      1,015,741         1,007,588          982,660
Long-term debt, including
  current installments              161,342           162,430          179,525
</TABLE>

                                       4

<PAGE>

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

<TABLE>
<CAPTION>


                                                                              13 Weeks Ended - March 1, 2003
                                                   13 Weeks         -------------------------------------------------
                                                    Ended                                                Excluding
                                              February 28, 2004     As Reported      Special Items     Special Items
                                              -----------------     -------------------------------------------------
<S>                                           <C>                   <C>              <C>               <C>
Net revenue                                          $ 318,573       $ 294,588           $   -           $ 294,588
Cost of sales                                         (232,796)       (212,440)           (1,827)         (210,613)
                                              -----------------     -------------------------------------------------

Gross profit                                            85,777          82,148            (1,827)           83,975

Selling, administrative and other expenses             (75,409)        (70,944)           (2,635)          (68,309)
Interest expense                                        (3,564)         (3,765)              -              (3,765)
Other expense, net                                        (933)         (2,680)              -              (2,680)
                                              -----------------     -------------------------------------------------

Income before income taxes, minority                     5,871           4,759            (4,462)            9,221
interests and income from equity investments

Income taxes                                            (1,879)         (1,634)            1,409            (3,043)
Minority interests (expense)/income                        120            (258)              -                (258)

Income from equity investments                             501             379               -                 379
                                              -----------------     -------------------------------------------------

Net Income                                           $   4,613       $   3,246           $(3,053)        $   6,299
                                              =================     =================================================


Basic income (loss) per common share                 $    0.16       $    0.12           $ (0.11)        $    0.22
                                              =================     =================================================


Diluted income (loss) per common share               $    0.16       $    0.11           $ (0.11)        $    0.22
                                              =================     =================================================

Weighted-average common shares outstanding:

   Basic                                                28,347          28,201            28,201            28,201
   Diluted                                              28,888          28,659            28,659            28,659
</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.

                                       5

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