<PAGE>

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

          (Mark One)
          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934
                       For the quarter ended May 29, 1999
                                       OR
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934
         For the transition period from..............to................


                           Commission File No. 0-3488

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

              Minnesota                                   41-0268370
     (State or other jurisdiction                      (I.R.S. Employer
   of incorporation or organization)                  Identification No.)



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


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


        Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $1.00 per share


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.       Yes  X      No

The number of shares outstanding of the Registrant's Common Stock, par value
$1.00 per share, was 14,019,591 as of June 30, 1999.



                                       -1-
<PAGE>

                H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES
                  Consolidated Condensed Statements of Earnings
                                   (Unaudited)
                     (In thousands except per share amounts)
<TABLE>
<CAPTION>
                                                       Thirteen Weeks Ended               Twenty-six Weeks Ended
                                                      ----------------------              ----------------------
                                                       May 29,      May 30,        %        May 29,     May 30,         %
                                                        1999         1998        Change      1999         1998       Change
                                                      ---------    ---------     ------   ---------    ---------     ------
<S>                                                   <C>          <C>             <C>    <C>          <C>             <C>
Net sales                                             $ 348,198    $ 341,971       1.8%   $ 675,408    $ 652,626       3.5%
Cost of sales                                          (235,708)    (233,278)      1.0%    (458,344)    (446,299)      2.7%
                                                      ---------    ---------              ---------    ---------
Gross profit                                            112,490      108,693       3.5%     217,064      206,327       5.2%
Selling, administrative and other expenses              (81,808)     (83,973)     -2.6%    (163,757)    (166,170)     -1.5%
Non-recurring items                                      (6,060)        --           *       (8,169)        --           *
                                                      ---------    ---------              ---------    ---------
Operating earnings                                       24,622       24,720      -0.4%      45,138       40,157      12.4%
Interest expense                                         (6,587)      (6,573)      0.2%     (13,454)     (11,782)     14.2%
Other income (expense), net                              (1,227)          38         *       (2,231)        (790)        *
                                                      ---------    ---------              ---------    ---------
Earnings before income taxes and minority interests      16,808       18,185      -7.6%      29,453       27,585       6.7%
Income taxes                                             (7,339)      (7,420)     -1.1%     (12,819)     (11,254)     13.9%
Net earnings of consolidated subsidiaries
  applicable to minority interests                         (267)         (65)        *         (346)          14         *
Earnings from equity investments                            824          561      46.9%       1,337          870      53.7%
                                                      ---------    ---------              ---------    ---------
Net earnings                                             10,026       11,261     -11.0%      17,625       17,215       2.3%
Dividends on preferred stock                                 (4)          (4)                    (8)          (8)
                                                      ---------    ---------              ---------    ---------
Net earnings applicable to common stock               $  10,022    $  11,257     -11.0%   $  17,617    $  17,207       2.3%
                                                      =========    =========              =========    =========

Average number of common and common
 equivalent shares outstanding:
  Basic                                                  13,799       13,706       0.7%      13,785       13,691       0.7%
                                                      =========    =========              =========    =========
  Diluted                                                13,969       13,855       0.8%      13,910       13,833       0.6%
                                                      =========    =========              =========    =========

Net earnings per common share:
  Basic                                               $    0.73    $    0.82     -11.0%   $    1.28    $    1.26       1.6%
                                                      =========    =========              =========    =========
  Diluted                                             $    0.72    $    0.81     -11.1%   $    1.27    $    1.24       2.4%
                                                      =========    =========              =========    =========

Cash dividend per common share                        $   0.205    $   0.200       2.5%   $   0.405    $   0.385       5.2%
                                                      =========    =========              =========    =========
</TABLE>

*  Change of 100% or more.

                                       -2-
<PAGE>

                H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES
                      Consolidated Condensed Balance Sheets
                                 (In thousands)

                                                   (Unaudited)
                                                      May 29,     November 28,
                                                       1999          1998
                                                   -----------    -----------
ASSETS
Current assets:
  Cash and cash equivalents                        $     5,869    $     4,605
  Trade receivables                                    243,005        247,952
  Allowance for doubtful accounts                       (4,860)        (5,073)
  Inventories                                          155,854        158,606
  Other current assets                                  50,557         51,810
                                                   -----------    -----------
      Total current assets                             450,425        457,900

Property, plant and equipment, net of
  accumulated depreciation of $345,787
   in 1999 and $343,514 in 1998                        411,341        414,467
Deposits and miscellaneous assets                       77,622         70,673
Other intangibles                                       32,605         34,717
Excess cost                                             67,535         68,412
                                                   -----------    -----------
      Total assets                                 $ 1,039,528    $ 1,046,169
                                                   ===========    ===========


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Notes payable                                    $    68,432    $    59,282
  Current installments of long-term debt                 6,586          4,428
  Accounts payable                                     120,648        129,694
  Accrued expenses                                      76,504         71,725
  Accrued non-recurring charges                          5,822         13,215
  Income taxes payable                                   6,271          6,816
                                                   -----------    -----------
      Total current liabilities                        284,263        285,160

Long-term debt,
  excluding current installments                       280,401        300,074
Accrued pension cost                                    80,474         83,500
Deferred income taxes and other liabilities             28,052         19,833

Minority interest                                       16,806         16,198

Stockholders' equity:
  Preferred stock                                          306            306
  Common stock                                          14,018         13,983
  Additional paid-in capital                            32,330         31,140
  Retained earnings                                    321,126        309,275
  Accumulated other comprehensive income               (11,195)        (5,306)
  Unearned compensation                                 (7,053)        (7,994)
                                                   -----------    -----------
      Total stockholders' equity                       349,532        341,404
                                                   -----------    -----------
      Total liabilities and stockholders' equity   $ 1,039,528    $ 1,046,169
                                                   ===========    ===========


See accompanying Notes to Consolidated Condensed Financial Statements.


                                       -3-
<PAGE>

                H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES
                 Consolidated Condensed Statement of Cash Flows
                                   (Unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>
                                                           Twenty-six Weeks Ended
                                                           ----------------------
                                                            May 29,       May 30,
                                                             1999          1998
                                                           ---------    ---------
<S>                                                        <C>          <C>
Cash flows from operating activities:
  Net earnings                                             $  17,625    $  17,215
  Adjustments to reconcile net income
   to net cash provided by operating activities:
    Depreciation and amortization                             25,754       23,158
    Pension costs                                              3,580        3,257
    Deferred income tax                                         (852)       3,706
    Non-recurring expenses                                      (744)        --
    Gain on sale of businesses in the restructuring plan      (2,371)        --
    Other items                                               (1,810)      (7,485)
  Change in current assets and liabilities:
    Accounts receivable                                       (3,695)      (7,032)
    Inventory                                                  1,939      (13,297)
    Prepaid assets                                            (2,356)       1,566
    Accounts payable                                          (4,747)     (11,689)
    Accrued expense                                            8,378       (1,362)
    Accrued non-recurring charges                             (7,393)        --
    Income taxes payable                                       8,509          169
                                                           ---------    ---------
      Net cash provided by operating activities               41,817        8,206

Cash flows from investing activities:
  Purchased property, plant and equipment                    (27,769)     (29,740)
  Purchased business, net of cash acquired                    (4,483)     (87,701)
  Proceeds from sale of assets                                  --          9,019
                                                           ---------    ---------
      Net cash used in investing activities                  (32,252)    (108,422)

Cash flows from financing activities:
  Increase in long-term debt                                  53,230      125,266
  Current installments and payments of long-term debt        (60,984)     (25,283)
  Notes payable                                                4,367        8,844
  Dividends paid                                              (5,680)      (5,351)
  Other                                                          717         (468)
                                                           ---------    ---------
      Net cash (used)provided by financing activities         (8,350)     103,008

Effect of exchange rate changes on cash                           49         (228)
                                                           ---------    ---------
Net change in cash and cash equivalents                        1,264        2,564
Cash and cash equivalents at beginning of year                 4,605        2,710
                                                           ---------    ---------
Cash and cash equivalents at end of period                 $   5,869    $   5,274
                                                           =========    =========

Supplemental disclosures of cash flow information:
  Cash paid during the period for:
    Interest expense (net of amount capitalized)           $  15,467    $  13,468
    Income taxes                                           $   3,568    $   4,753

</TABLE>

For purposes of this statement, the Company considers all highly liquid debt
instruments purchased with a maturity of three months or less to be cash
equivalents.

                                       -4-
<PAGE>

                H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Condensed Financial Statements
                             (Amounts in Thousands)
                                   (Unaudited)

1.         In the opinion of the Company, the accompanying unaudited
           Consolidated Condensed Financial Statements include all adjustments
           necessary to present fairly the financial position as of May 29, 1999
           and November 28, 1998, the results of its operations for the
           twenty-six weeks ended May 29, 1999 and May 30, 1998 and its cash
           flows for the twenty-six weeks ended May 29, 1999 and May 30, 1998.

2.         The results of operations for the twenty-six week period ended May
           29, 1999 are not necessarily indicative of the results to be expected
           for the full year.

3.         The composition of inventories is presented below:

                                    May 29, 1999       November 28, 1998
                                    ------------       -----------------

                  Raw materials       $  70,890            $  73,126
                  Finished goods         95,206               95,862
                  LIFO reserve          (10,242)             (10,382)
                                      ---------            ---------

                                      $ 155,854            $ 158,606
                                      =========            =========

4.         The difference between basic and diluted earnings per share data is
           due to the dilutive impact of stock options and restricted stock
           grants whose exercise price or grant price was below the average
           common stock price for the respective period presented.

5.         The Company enters into foreign exchange forward contracts as a hedge
           against firm commitment foreign currency intercompany accounts
           receivable, payable, or debt. Market value gains and losses are
           recognized, and the resulting credit or debit offsets foreign
           exchange gains or losses on the receivable, payable, or debt. At May
           29, 1999, the aggregate contract value of instruments used to sell
           4,219 pound sterling, 8,469 deutsche marks, $4,125 to buy foreign
           currency (primarily 25,087 Dutch guilders, 8,050 deutsche marks and
           18,000 Austrian shillings) was $17,771. The contracts mature between
           June 22, 1999 and November 20, 2000.

6.         The carrying amounts and estimated fair values of the Company's
           significant other financial instruments at May 29, 1999, are as
           follows:

                                                  Carrying         Fair
                                                   Amount          Value
                                                   ------          -----

           Cash and short-term investments       $   5,869       $   5,869
           Notes payable                            68,432          68,432
           Long-term debt                          289,987         288,685

           Fair values of short-term financial instruments approximate their
           carrying values due to their short maturity. The fair value of
           long-term debt is based on quoted market prices for the same or
           similar issues or on the current rates offered to the Company for
           debt of similar maturities. The estimates presented above on
           long-term financial instruments are not necessarily indicative of the
           amounts that would be realized in a current market exchange.


                                       -5-
<PAGE>

7.       During the first quarter, the Company acquired an adhesive product line
         in Australia for $4,483 in cash. Assets acquired include the excess of
         cost over net assets acquired of $1,629. The acquisition was accounted
         for as a purchase and the accompanying Consolidated Financial
         Statements include the results of this product line since the purchase
         date. The historical results of operations on a pro forma basis are not
         presented as the effect of the acquisition was not material.

8.       As required, the Company adopted Financial Accounting Standard No. 130
         "Reporting Comprehensive Income" during the first quarter. Other
         comprehensive income:

                     Foreign currency translation adjustment     $(5,888)
                                                                 -------
                     Other comprehensive income                  $(5,888)
                                                                 =======

9.       During the first half of 1999, the Company recorded the following
         amounts in the income statement in connection with the restructuring
         plan implemented in 1998 and discussed in the 1998 Form 10-K. The total
         amount of the charge is now estimated to be from $37,000 to $43,000
         (before tax) with approximately $10,000 to $16,000 to be incurred in
         1999.

                                 North              Latin     Asia/
                                America   Europe   America   Pacific     Total
                                -------   -------  -------   -------    -------
         Severance (net of
          pension curtailment)  $   519   $ 5,086   $  192   $    25    $ 5,822
         Impairment of
          property, plant
          and equipment            --       1,104     --           7      1,111
         Contracts/leases          --         178       36        84        298
         Consulting                 183       300       96      --          579
         Other                    1,281       900      448       101      2,730
                                -------   -------   ------   -------    -------
         Subtotal                 1,983     7,568      772       217     10,540
         Less: Gain on the
          sale of property and
          plant                    --        --       --      (2,371)    (2,371)
                                -------   -------   ------   -------    -------
         TOTAL                  $ 1,983   $ 7,568   $  772   $(2,154)   $ 8,169
                                =======   =======   ======   =======    =======

         Included in the $10,540 restructuring charge for the first half are
         $11,283 of cash costs, $1,111 non-cash related costs and a $1,854
         pension curtailment benefit.

         North America charges relate to a manufacturing plant closing in the
         first quarter and reduced layers of management. Latin America charges
         relate to two manufacturing plants closed in the first quarter, two
         manufacturing plants closed in the second quarter and one plant to be
         closed in the balance of 1999. The European charges relate to plant
         closures in three countries (in the second quarter of 1999) and to
         severance cost associated with the reduction in layers in management.
         In Asia/Pacific, the costs are related to a manufacturing plant
         closure, sales offices and warehouses closed, the area office
         relocation and layers of management which are being reduced. These
         costs in Asia/Pacific were more than offset by a gain on the sale of
         the property and the plant of closed plant.

         There was a reduction of census of 461 employees in the first half of
         1999 as a result of the restructuring plan. An additional 92 employees
         have been notified of severance over the balance of 1999 with severance
         costs accrued.

         The following table is a detailed reconciliation of the restructuring
         reserve balance from November 28, 1998 to May 29, 1999. The
         reconciliation reflects the accruals recorded and payments applied
         during the quarter.


                                       -6-
<PAGE>

         Non-recurring charge reserve:

<TABLE>
<CAPTION>
                                         North                   Latin       Asia/
                                        America      Europe     America     Pacific       Total
                                        --------    --------    --------    --------    --------
<S>                                     <C>         <C>         <C>         <C>         <C>
         Balance:
          November 28, 1998             $  1,992    $  7,994    $  3,141    $     88    $ 13,215
         Accruals in first half
          1999:
            Severance                      1,569       5,891         192          25       7,677
            Contracts/leases                --           178          36          84         298
            Consulting                       183         300          96        --           579
            Other                          1,281         900         448         101       2,730
         Payments in first half 1999:
            Severance                     (2,853)     (9,546)     (2,558)       (113)    (15,070)
            Contracts/leases                --          (178)        (36)        (84)       (298)
            Consulting                      (183)       (300)        (96)       --          (579)
            Other                         (1,281)       (900)       (448)       (101)     (2,730)
                                        --------    --------    --------    --------    --------
         Balance:
          May 29, 1999                  $    708    $  4,339    $    775    $   --      $  5,822
                                        ========    ========    ========    ========    ========
</TABLE>

     Item 2.

     Management's Discussion and Analysis Of
     ---------------------------------------
     Financial Condition and Results of Operations
     ---------------------------------------------

     (Dollars in Thousands)

     The following discussion includes comments and data relating to the
     Company's financial condition and results of operations during the periods
     included in the accompanying Consolidated Condensed Financial Statements.

     Results of Operations
     ---------------------

     Net sales for the second quarter of 1999 increased $6,227, or 1.8%, when
     compared to the same quarter in 1998. The 1.8 percentage point sales
     increase resulted from a 1.9 percentage point increase from volume and
     changes in product mix, a 0.7 percentage point impact of acquisitions and
     divestitures, a negative 0.6 percentage point decreased pricing and a
     negative 0.2 percentage points from a strengthened U.S. dollar. Net sales
     for the first half of 1999 increased $22,782, or 3.5%, when compared to the
     first half in 1998. The 3.5 percentage point sales increase resulted from a
     2.6 percentage point increase from volume and changes in product mix, 1.4
     percentage points net impact of acquisitions and divestitures, a negative
     0.8 percentage point decreased pricing and a positive 0.3 percentage point
     from a weakening U.S. dollar.

     A comparison of sales increases by operating area is as follows:

                         Thirteen Weeks Ended    Twenty-six Weeks Ended
                             May 29, 1999             May 29, 1999
         Operating Area      May 30, 1998             May 30, 1998
         --------------      ------------             ------------

         North America       $3,949    2%            $ 7,009    2%
         Latin America       (2,321)  (5%)            (1,437)  (1%)
         Europe                 984    1%             11,457    9%
         Asia/Pacific         3,615   17%              5,753   14%
                              -----                  -------
         TOTAL               $6,227    2%            $22,782    3%
                             ======                  =======


                                       -7-
<PAGE>

         Net earnings for the second quarter decreased from $11,261 in 1998 to
         $10,026 in 1999. The earnings in 1999 were impacted by $6,060 ($4,251
         after tax) in non-recurring charges.

         Net earnings for the first half increased from $17,215 in 1998 to
         $17,625 in 1999. The earnings in 1999 were impacted by an $8,169
         ($5,940 after tax) non-recurring charge.

         During the first half of 1999, the Company recorded the following
         amounts in the income statement in connection with the restructuring
         plan implemented in 1998 and discussed in the 1998 Form 10-K. The total
         amount of the charge is now estimated to be from $37,000 to $43,000
         (before tax) with approximately $10,000 to $16,000 to be incurred in
         1999.

                                 North              Latin     Asia/
                                America   Europe   America   Pacific     Total
                                -------   -------  -------   -------    -------
         Severance (net of
          pension curtailment)  $   519   $ 5,086   $  192   $    25    $ 5,822
         Impairment of
          property, plant
          and equipment            --       1,104     --           7      1,111
         Contracts/leases          --         178       36        84        298
         Consulting                 183       300       96      --          579
         Other                    1,281       900      448       101      2,730
                                -------   -------   ------   -------    -------
         Subtotal                 1,983     7,568      772       217     10,540
         Less: Gain on the
          sale of property and
          plant                    --        --       --      (2,371)    (2,371)
                                -------   -------   ------   -------    -------
         TOTAL                  $ 1,983   $ 7,568   $  772   $(2,154)   $ 8,169
                                =======   =======   ======   =======    =======


         Included in the $10,540 restructuring charge for the first half are
         $11,283 of cash costs, $1,111 non-cash related costs and a $1,854
         pension curtailment benefit.

         North America charges relate to a manufacturing plant closing in the
         first quarter and reduced layers of management. Latin America charges
         relate to two manufacturing plants closed in the first quarter, two
         manufacturing plants closed in the second quarter and one plant to be
         closed in the balance of 1999. The European charges relate to plant
         closures in three countries (in the second quarter of 1999) and to
         severance cost associated with the reduction in layers in management.
         In Asia/Pacific, the costs are related to a manufacturing plant
         closure, sales offices and warehouses closed, the area office
         relocation and layers of management which are being reduced. These
         costs in Asia/Pacific were more than offset by a gain on the sale of
         the property and the plant of closed plant.

         There was a reduction of census of 461 employees in the first half of
         1999 as a result of the restructuring plan. An additional 92 employees
         have been notified of severance over the balance of 1999 with severance
         costs accrued.

         The following table is a detailed reconciliation of the restructuring
         reserve balance from November 28, 1998 to May 29, 1999. The
         reconciliation reflects the accruals recorded and payments applied
         during the quarter.


                                       -8-
<PAGE>

         Non-recurring charge reserve:

<TABLE>
<CAPTION>
                                         North                   Latin       Asia/
                                        America      Europe     America     Pacific      Total
                                        --------    --------    --------    --------    --------
<S>                                     <C>         <C>         <C>         <C>         <C>
         Balance:
          November 28, 1998             $  1,992    $  7,994    $  3,141    $     88    $ 13,215
         Accruals in first half
          1999:
            Severance                      1,569       5,891         192          25       7,677
            Contracts/leases                --           178          36          84         298
            Consulting                       183         300          96        --           579
            Other                          1,281         900         448         101       2,730
         Payments in first half 1999:
            Severance                     (2,853)     (9,546)     (2,558)       (113)    (15,070)
            Contracts/leases                --          (178)        (36)        (84)       (298)
            Consulting                      (183)       (300)        (96)       --          (579)
            Other                         (1,281)       (900)       (448)       (101)     (2,730)
                                        --------    --------    --------    --------    --------
         Balance:
          May 29, 1999                  $    708    $  4,339    $    775    $   --      $  5,822
                                        ========    ========    ========    ========    ========
</TABLE>

         In North America, the 2% second quarter sales increase was composed of
         3 percentage points relating to increased volume and changes in product
         mix and a negative one percentage point from pricing and currency. The
         Adhesives, Sealants and Coatings Group had a 2 percentage point
         increase in sales with a 4 percentage point increase from volume and
         mix being partially offset by a combined negative 2 percentage point
         decrease resulting from pricing, currency and divestiture of the gun
         and stick business. Paper converting sales continue to be depressed
         from the prior year due to reduced exports by the Company's customers
         (primarily to Asia/Pacific area). In the Specialty Group, sales
         increased 4% from the same period in the prior year. The primary growth
         in sales occurred in TEC Specialty Products, Inc., where strong growth
         occurred and Foster Products Corporation, with moderate sales growth.
         Linear Products Inc. had sales that increased slightly from the sales
         of 1998 and Global Coatings Division experienced a slight decrease in
         sales from the prior year. The Automotive Group had a 1% decrease from
         prior year sales. North American operating earnings, before the
         non-recurring charge, grew at a rate of 6.5% increasing from $17,295 to
         $18,425.

         For the first half of 1999, North American sales increased 2% and was
         composed of 3 percentage points resulting from increased volume and
         changes in product mix and a combined negative one percentage point
         resulting from pricing, currency and a business divestiture. The sales
         of the Adhesives, Sealants and Coatings Group had a one percentage
         point increase in sales with a 2 percentage point increase from volume
         and mix being partially offset by a combined negative one percentage
         point impact of pricing, currency and business divestiture. The
         Automotive Group had sales that approximated the sales of 1998. A 4
         percent sales growth in Specially Products Group occurred primarily in
         TEC Specialty Products, Inc. and Foster Products Corporation. First
         half North American operating income, before the non-recurring charge,
         increased 10.7% from $27,694 to $30,655.

         Latin American second quarter 1999 sales decreased 5% from 1998. The
         decease in sales is the result of decreased volume and changes in
         product mix. Currency devaluations and recessions in various countries,
         particularly Brazil and Ecuador and the increased use of independent
         distributors in the region contributed to the decline. Latin American
         operating earnings, before the non-recurring charge, increased when
         compared to 1998 from $3,164 to $4,124. The increase in operating
         income was the result of reduced operating expenses from tight spending
         controls and the restructuring efforts in the region.


                                       -9-
<PAGE>

         In Europe, the one percent second quarter 1999 sales increase was the
         result of a combined impact of 2 percentage points resulting from a
         second quarter 1998 United Kingdom acquisition and the divestiture of
         the wax business in the fourth quarter of 1998, a positive one
         percentage point impact of increased volume and mix and a negative 2
         percentage point impact of the strengthening of the U.S. dollar and
         pricing. Operating income, before the non-recurring charge, increased
         from $4,362 in 1998 to $6,603 in 1999. The improvement was the result
         of the restructuring, improved gross margins, operating expense control
         and the acquisition.

         Asia/Pacific sales increased 17% from the same period last year. The
         increase was the result of an 8 percentage point increase in volume and
         mix, a 2 percentage point increase from a weakening of the U.S. dollar,
         and a combined positive 7 percentage point impact of a fourth quarter
         1998 acquisition in New Zealand, a first quarter 1999 acquisition in
         Australia, and a second quarter 1998 divestiture in New Zealand.
         Operating results, before the non-recurring charges (benefit), improved
         from an operating loss of ($101) in 1998 to operating income of $1,530
         in 1999. The improvement is primarily the result of the restructuring
         efforts in the area.

         For the first half of 1999, Latin America sales decreased 1% from the
         same period in 1998 with a one percentage point increase in volume and
         product mix being offset by a negative 2 percentage points from
         decreased pricing. Operating earnings increased from $7,498 in 1998 to
         $8,371 in 1999. European sales increased 9% from first half 1998 sales
         with the weakening of the U.S. dollar having a 2 percentage point
         positive impact. The 7 percentage point increase in local currency
         sales was primarily the combined result of two acquisitions in the U.K.
         and the sale of the wax business in 1998. Operating earnings increased
         from $5,711 in 1998 to $11,372 in 1999. Asia/Pacific sales increased
         14% with a one percentage point increase resulting from a weakening
         U.S. dollar. The 13 percentage point increase in local currency was the
         result of a 10 percentage point increase from volume and product mix
         and a combined 3 percentage point impact of two acquisitions and a
         divestiture. Operating earnings increased from ($746) in 1998 to $2,909
         in 1999. All comparisons of operating earnings are before the
         non-recurring charges.

         Cost of sales for the second quarter increased 1.0% ($2,430) over the
         same quarter in 1998. Consolidated gross margins, as a percent of sales
         increased from 31.8% in 1998 to 32.3% in 1999. Gross margins in 1998
         benefited $1,368 ($350 reversal of accrual and $1,018 non-accrual) or
         0.4% of sales as a result of a projected non-payment of profit sharing.
         The improvement in gross profit was a result of lower raw material
         costs and the restructuring effort. Improvement in gross profit was
         particularly strong in the European and Asia/Pacific areas.

         Selling, administrative, and other expenses for the quarter decreased
         2.6% ($2,165) when compared to the prior year. This category of
         expense, as a percent of sales, decreased from 24.6% in 1998 to 23.5%
         in 1999. This category of expense benefited $1,367 ($350 reversal of
         accrual and $1,017 non-accrual) or 0.4% of sales as a result of
         projected non-payment of profit sharing. In 1999, this category of
         expense benefited $1,260 as a result of remeasurement of pension and
         postretirement benefits, due to the curtailment caused by the
         restructuring in the United States. Based on current assumptions this
         should be a continuing benefit into the year 2000. The restructuring
         effort and tight expense control were the reason for the decrease in
         expense.

         Year-to-date cost of sales was up 2.7% ($12,045) when compared to the
         same period in 1998. Consolidated gross margins, as a percent of sales,
         improved from 31.6% in 1998 to 32.1% in 1999.

         Year-to-date selling, administrative, and other expenses decreased 1.5%
         ($2,413) when compared to the prior year. This category of expense, as
         a percent of sales, improved from 25.5% in 1998 to 24.2% in 1999.

         Interest expense of $13,454 increased $1,672 from the expense of the
         first half of 1998. This was mainly the result of higher overall debt
         levels in the first quarter of 1999 to fund acquisitions.


                                      -10-
<PAGE>

         Year-to-date other income/(expense), net, increased from an expense of
         $790 in 1998 to an expense of $2,231 in 1999. The primary reason for
         the increase in expense was currency losses in Latin America.

         Income taxes for the first half of 1999 increased $1,565 (13.9%) when
         compared to the first half of 1998 primarily as a result of increased
         earnings. The effective tax rate is expected to be reduced to 40.0
         percent in 1999 compared to 40.8 percent in 1998, after the
         consideration of the low tax benefit provided for a portion of the
         non-recurring charges incurred in countries where no tax benefit is
         available.

         Liquidity and Capital Resources
         -------------------------------

         The cash flows as presented in this section have been calculated by
         comparison of the Consolidated Condensed Balance Sheets at May 29, 1999
         and November 28, 1998 and May 30, 1998 and November 29, 1997.

         During the first half of 1999, the Company generated $41,817 of cash to
         finance operations as compared to $8,206 in the first half of 1998. The
         increased generation of cash was primarily the result of $32,280
         decrease in cash required to fund working capital in the first half of
         1999 compared to the same period in 1998.

         Working capital was $166,162 at May 29, 1999 compared to $172,740 at
         November 28, 1998. The current ratio at May 29, 1999 was 1.6 equal to
         the ratio at November 28, 1998. The number of days sales in trade
         accounts receivable was 62 days at May 29, 1999 compared to 57 days
         sales at May 30, 1998. The average days sales in inventory on hand was
         62 days at May 29, 1999 compared to 63 days at May 30, 1998. Trade
         accounts payable increased from 44 days at May 30, 1998 to 46 days at
         May 29, 1999.

         The Company's long-term debt to total capitalization ratio was 44.5% at
         May 29, 1999 compared to 46.8% at November 28, 1998.

         Capital expenditures for property, plant and equipment of $27,769 in
         first half 1999 were primarily for construction of manufacturing
         capacity in Europe to support the restructuring effort, the investment
         in Information Technology, for general improvements in manufacturing
         productivity and operating efficiency and for environment projects.
         Environmental capital expenditures, less than 10% of total
         expenditures, are not a material portion of overall Company
         expenditures.


         Impact of the Year 2000 Issue

         The Company's Year 2000 Project Office (consisting of information
         technology ("IT") personnel) has established a three-phase program to
         address the Year 2000 Issue. The three phases consist of (a) an
         assessment phase, (b) an analysis and resolution strategy phase and (c)
         a remediation and testing phase. The readiness program focuses on the
         Company's IT as well as non-IT systems (which systems contain embedded
         technology in manufacturing or process control equipment containing
         microprocessors or similar circuitry.)

         The assessment phase, during which the Year 2000 Project Office
         attempted to identify all hardware and software that affect the
         Company's operation, has been completed with respect to most of the
         Company's operations. Based on the results of the assessment phase, the
         Company has determined that its primary hardware and operating system
         software used in North American operations is Year 2000 ready. In
         addition, the Company's internal laboratory, regulatory, financial and
         enterprise resource planning systems for North America are compliant.
         The Company's Year 2000 Project Office has determined that the Company
         will need to update or replace certain other hardware and software so
         that its computer systems will properly utilize dates after December
         31, 1999.


                                      -11-
<PAGE>

         Outside the United States, the Company is addressing readiness issues
         on a region-by-region basis. The Company is in the analysis and
         resolution strategy phase in certain locations and in the remediation
         and testing phase in other locations. The Company currently anticipates
         these projects will be completed by September, 1999.

         The Company has also begun assessing Year 2000 readiness issues
         relating to companies with which it has third-party outsourcing
         relationships on a global basis, such as a financial institution
         administering employee benefit plans, telecommunications providers and
         health care providers. The Company has requested assurance from its
         significant suppliers that they will be functioning properly in the
         Year 2000. The Company will continue to assess supplier readiness
         issues. In addition, the Company is communicating with its major
         customers regarding the Company's Year 2000 readiness efforts. However,
         it is impossible to fully assess the potential consequences in the
         event service interruptions from suppliers occur or in the event that
         there are disruptions in such infrastructure areas as utilities,
         communication, transportation, banking and government.

         In October of 1998, the Company formed a Year 2000 Task Force
         (consisting of representatives from its financial, IT, legal and risk
         management departments and from its key business units) to address the
         internal and external Year 2000 Issues.

         The Company incurred Year 2000 readiness costs of approximately $2,000
         over the two-year period ending November 28, 1998. The current total
         estimated costs to complete Year 2000 readiness efforts in 1999 is
         $1,200 to $1,500. In recent years, the Company has replaced certain of
         its financial and operating systems. These systems have not required
         modification to address the Year 2000 Issue, and, as a result, the
         Company's Year 2000 costs have been relatively low. Estimates of Year
         2000 costs are based on numerous assumptions, and there can be no
         assurance that the estimates are correct or that the actual costs will
         not be greater than anticipated.

         The Company's most reasonably likely worst case Year 2000 Issue
         scenario is a potential inability to obtain raw materials from
         suppliers in a timely manner, due either to a supplier's inability to
         manufacture the product or ship it. In such event, the Company may
         experience a delay in its ability to manufacture and deliver products
         when ordered by customers. The Company is currently evaluating its
         alternatives to mitigate the effect of such a scenario, if it occurs.

         The Company is developing contingency plans to address other potential
         failures or delays due to the Year 2000 Issue. The Company is in the
         process of developing a plan for the "Y2K transition". This will be a
         comprehensive plan for managing the actual transition over that last
         week of December, 1999 and the first week of January, 2000.

         Based on its assessments and current knowledge, the Company believes it
         will not, as a result of the Year 2000 Issue, experience any material
         disruptions in internal manufacturing processes, information processing
         or interfacing with major customers, or with processing orders and
         billing. However, if certain third-party providers, such as providers
         of electricity, water or telephone service, experience difficulties
         resulting in disruption of service to the Company, a shutdown of the
         Company's operations at individual facilities could occur for the
         duration of the disruption. Assuming no major disruption in service
         from utility companies or other critical third-party providers, the
         Company believes that it will be able to manage its total Year 2000
         transition without any material effects on the Company's results of
         operations or financial condition.


                                      -12-
<PAGE>

         Safe Harbor Statement under the Private Securities Litigation Act of
         --------------------------------------------------------------------
         1995
         ----

         Certain statements in this document are 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 and industry capacity; competitive products
         and pricing; manufacturing efficiencies; new product development;
         product mix; availability and price of raw materials and critical
         manufacturing equipment; new plant startups; accounts receivable
         collection; the Company's relationships with its major customers and
         suppliers; change in tax laws and tariffs; patent rights that could
         provide significant advantage to a competitor; devaluations and other
         foreign exchange rate fluctuations (particularly with respect to the
         German mark, the Japanese yen, the Brazilian real and the Ecuadorian
         sucre); the regulatory and trade environment; the Year 2000 computer
         issue; and other risks as indicated from time to time in the Company's
         filings with the Securities and Exchange Commission. 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.


         Item 4.

         Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

         The Company held its Annual Meeting of Shareholders on April 15, 1999.
         Proxies for such meeting were solicited pursuant to Regulation 14A
         under the Securities Exchange Act of 1934, as amended. A total of
         17,672,698 common and preferred share votes ("Votes") were entitled to
         be cast at the meeting. At such meeting, each of management's four
         nominees for director in Class III were elected for a three-year term
         (until the Company's 2002 Annual Meeting), and until the directors'
         respective successors are duly elected and qualified. The number of
         Votes cast for the election of each director and the number of Votes
         withheld are as follows:

                                      Combined Common &      Combined Common &
                                       Preferred Share        Preferred Share
         Director Name                 Votes in Favor         Votes Withheld
         -------------                 --------------         --------------
         Edward L. Bronstien, Jr.       16,095,048                376,038
         Walter Kissling                15,854,445                616,640
         Lee R. Mitau                   16,217,789                253,296
         Lorne C. Webster               15,992,043                479,042

         A proposal to ratify the appointment of PricewaterhouseCoopers L.L.P.
         as independent auditors for the Company for the fiscal year ending
         November 27, 1999 was approved by 16,320,641 Votes cast in favor,
         103,135 Votes cast against, and 47,308 Votes abstaining. There were no
         broker non-votes with respect to the ratification of the appointment of
         PricewaterhouseCoopers L.L.P. as auditors.

         In addition, a shareholder proposal requesting that the Board of
         Directors adopt a policy not to sell its adhesives to any
         tobacco-related company when they will use it for the production of
         cigarettes or other tobacco products was defeated by 12,884,396 Votes
         against the shareholder proposal, 1,972,231 Votes in favor of the
         shareholder proposal and 624,351 Votes abstaining. There were 990,107
         broker non-votes with respect to the shareholder proposal.


                                      -13-
<PAGE>

                           PART II. OTHER INFORMATION




         Item 6.

         Exhibits and reports on Form 8-K

         (a)      Exhibits to Part I

                  27       Financial Data Schedule

                  Exhibits to Part II

         (b)      Reports on Form 8-K. No reports on Form 8-K were filed for the
                  thirteen weeks ended May 29, 1999.




                                   SIGNATURES


         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 thereunto duly authorized.

                                                      H.B. Fuller Company





         Dates:   July 12, 1999                       /S/ David J. Maki
                                                      -----------------
                                                      David J. Maki
                                                      Vice President and
                                                      Controller





                                      -14-
<PAGE>

                                  EXHIBIT INDEX

Exhibit Number

  27     Financial Data Schedule
[{"type": "10-Q", "sequence": "1", "description": "FORM 10-Q", "secsgml_size_bytes": 54504}]
{"company-data": {"conformed-name": "FULLER H B CO", "cik": "0000039368", "assigned-sic": "2891", "irs-number": "410268370", "state-of-incorporation": "MN", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "001-09225", "film-number": "99663424"}, "business-address": {"street1": "1200 WILLOW LAKE BLVD", "city": "ST PAUL", "state": "MN", "zip": "55110-5132", "phone": "6126453401"}}
UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

          (Mark One)
          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934
                       For the quarter ended May 29, 1999
                                       OR
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934
         For the transition period from..............to................

                           Commission File No. 0-3488

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

              Minnesota                                   41-0268370
     (State or other jurisdiction                      (I.R.S. Employer
   of incorporation or organization)                  Identification No.)

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

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

        Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $1.00 per share

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.       Yes  X      No

The number of shares outstanding of the Registrant's Common Stock, par value
$1.00 per share, was 14,019,591 as of June 30, 1999.

                                       -1-
H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES
                  Consolidated Condensed Statements of Earnings
                                   (Unaudited)
                     (In thousands except per share amounts)
Thirteen Weeks Ended               Twenty-six Weeks Ended
                                                      ----------------------              ----------------------
                                                       May 29,      May 30,        %        May 29,     May 30,         %
                                                        1999         1998        Change      1999         1998       Change
                                                      ---------    ---------     ------   ---------    ---------     ------
Net sales                                             $ 348,198    $ 341,971       1.8%   $ 675,408    $ 652,626       3.5%
Cost of sales                                          (235,708)    (233,278)      1.0%    (458,344)    (446,299)      2.7%
                                                      ---------    ---------              ---------    ---------
Gross profit                                            112,490      108,693       3.5%     217,064      206,327       5.2%
Selling, administrative and other expenses              (81,808)     (83,973)     -2.6%    (163,757)    (166,170)     -1.5%
Non-recurring items                                      (6,060)        --           *       (8,169)        --           *
                                                      ---------    ---------              ---------    ---------
Operating earnings                                       24,622       24,720      -0.4%      45,138       40,157      12.4%
Interest expense                                         (6,587)      (6,573)      0.2%     (13,454)     (11,782)     14.2%
Other income (expense), net                              (1,227)          38         *       (2,231)        (790)        *
                                                      ---------    ---------              ---------    ---------
Earnings before income taxes and minority interests      16,808       18,185      -7.6%      29,453       27,585       6.7%
Income taxes                                             (7,339)      (7,420)     -1.1%     (12,819)     (11,254)     13.9%
Net earnings of consolidated subsidiaries
  applicable to minority interests                         (267)         (65)        *         (346)          14         *
Earnings from equity investments                            824          561      46.9%       1,337          870      53.7%
                                                      ---------    ---------              ---------    ---------
Net earnings                                             10,026       11,261     -11.0%      17,625       17,215       2.3%
Dividends on preferred stock                                 (4)          (4)                    (8)          (8)
                                                      ---------    ---------              ---------    ---------
Net earnings applicable to common stock               $  10,022    $  11,257     -11.0%   $  17,617    $  17,207       2.3%
                                                      =========    =========              =========    =========

Average number of common and common
 equivalent shares outstanding:
  Basic                                                  13,799       13,706       0.7%      13,785       13,691       0.7%
                                                      =========    =========              =========    =========
  Diluted                                                13,969       13,855       0.8%      13,910       13,833       0.6%
                                                      =========    =========              =========    =========

Net earnings per common share:
  Basic                                               $    0.73    $    0.82     -11.0%   $    1.28    $    1.26       1.6%
                                                      =========    =========              =========    =========
  Diluted                                             $    0.72    $    0.81     -11.1%   $    1.27    $    1.24       2.4%
                                                      =========    =========              =========    =========

Cash dividend per common share                        $   0.205    $   0.200       2.5%   $   0.405    $   0.385       5.2%
                                                      =========    =========              =========    =========
*  Change of 100% or more.

                                       -2-
H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES
                      Consolidated Condensed Balance Sheets
                                 (In thousands)

                                                   (Unaudited)
                                                      May 29,     November 28,
                                                       1999          1998
                                                   -----------    -----------
ASSETS
Current assets:
  Cash and cash equivalents                        $     5,869    $     4,605
  Trade receivables                                    243,005        247,952
  Allowance for doubtful accounts                       (4,860)        (5,073)
  Inventories                                          155,854        158,606
  Other current assets                                  50,557         51,810
                                                   -----------    -----------
      Total current assets                             450,425        457,900

Property, plant and equipment, net of
  accumulated depreciation of $345,787
   in 1999 and $343,514 in 1998                        411,341        414,467
Deposits and miscellaneous assets                       77,622         70,673
Other intangibles                                       32,605         34,717
Excess cost                                             67,535         68,412
                                                   -----------    -----------
      Total assets                                 $ 1,039,528    $ 1,046,169
                                                   ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Notes payable                                    $    68,432    $    59,282
  Current installments of long-term debt                 6,586          4,428
  Accounts payable                                     120,648        129,694
  Accrued expenses                                      76,504         71,725
  Accrued non-recurring charges                          5,822         13,215
  Income taxes payable                                   6,271          6,816
                                                   -----------    -----------
      Total current liabilities                        284,263        285,160

Long-term debt,
  excluding current installments                       280,401        300,074
Accrued pension cost                                    80,474         83,500
Deferred income taxes and other liabilities             28,052         19,833

Minority interest                                       16,806         16,198

Stockholders' equity:
  Preferred stock                                          306            306
  Common stock                                          14,018         13,983
  Additional paid-in capital                            32,330         31,140
  Retained earnings                                    321,126        309,275
  Accumulated other comprehensive income               (11,195)        (5,306)
  Unearned compensation                                 (7,053)        (7,994)
                                                   -----------    -----------
      Total stockholders' equity                       349,532        341,404
                                                   -----------    -----------
      Total liabilities and stockholders' equity   $ 1,039,528    $ 1,046,169
                                                   ===========    ===========

See accompanying Notes to Consolidated Condensed Financial Statements.

                                       -3-
H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES
                 Consolidated Condensed Statement of Cash Flows
                                   (Unaudited)
                                 (In thousands)
Twenty-six Weeks Ended
                                                           ----------------------
                                                            May 29,       May 30,
                                                             1999          1998
                                                           ---------    ---------
Cash flows from operating activities:
  Net earnings                                             $  17,625    $  17,215
  Adjustments to reconcile net income
   to net cash provided by operating activities:
    Depreciation and amortization                             25,754       23,158
    Pension costs                                              3,580        3,257
    Deferred income tax                                         (852)       3,706
    Non-recurring expenses                                      (744)        --
    Gain on sale of businesses in the restructuring plan      (2,371)        --
    Other items                                               (1,810)      (7,485)
  Change in current assets and liabilities:
    Accounts receivable                                       (3,695)      (7,032)
    Inventory                                                  1,939      (13,297)
    Prepaid assets                                            (2,356)       1,566
    Accounts payable                                          (4,747)     (11,689)
    Accrued expense                                            8,378       (1,362)
    Accrued non-recurring charges                             (7,393)        --
    Income taxes payable                                       8,509          169
                                                           ---------    ---------
      Net cash provided by operating activities               41,817        8,206

Cash flows from investing activities:
  Purchased property, plant and equipment                    (27,769)     (29,740)
  Purchased business, net of cash acquired                    (4,483)     (87,701)
  Proceeds from sale of assets                                  --          9,019
                                                           ---------    ---------
      Net cash used in investing activities                  (32,252)    (108,422)

Cash flows from financing activities:
  Increase in long-term debt                                  53,230      125,266
  Current installments and payments of long-term debt        (60,984)     (25,283)
  Notes payable                                                4,367        8,844
  Dividends paid                                              (5,680)      (5,351)
  Other                                                          717         (468)
                                                           ---------    ---------
      Net cash (used)provided by financing activities         (8,350)     103,008

Effect of exchange rate changes on cash                           49         (228)
                                                           ---------    ---------
Net change in cash and cash equivalents                        1,264        2,564
Cash and cash equivalents at beginning of year                 4,605        2,710
                                                           ---------    ---------
Cash and cash equivalents at end of period                 $   5,869    $   5,274
                                                           =========    =========

Supplemental disclosures of cash flow information:
  Cash paid during the period for:
    Interest expense (net of amount capitalized)           $  15,467    $  13,468
    Income taxes                                           $   3,568    $   4,753
For purposes of this statement, the Company considers all highly liquid debt
instruments purchased with a maturity of three months or less to be cash
equivalents.

                                       -4-
H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Condensed Financial Statements
                             (Amounts in Thousands)
                                   (Unaudited)

1.         In the opinion of the Company, the accompanying unaudited
           Consolidated Condensed Financial Statements include all adjustments
           necessary to present fairly the financial position as of May 29, 1999
           and November 28, 1998, the results of its operations for the
           twenty-six weeks ended May 29, 1999 and May 30, 1998 and its cash
           flows for the twenty-six weeks ended May 29, 1999 and May 30, 1998.

2.         The results of operations for the twenty-six week period ended May
           29, 1999 are not necessarily indicative of the results to be expected
           for the full year.

3.         The composition of inventories is presented below:

                                    May 29, 1999       November 28, 1998
                                    ------------       -----------------

                  Raw materials       $  70,890            $  73,126
                  Finished goods         95,206               95,862
                  LIFO reserve          (10,242)             (10,382)
                                      ---------            ---------

                                      $ 155,854            $ 158,606
                                      =========            =========

4.         The difference between basic and diluted earnings per share data is
           due to the dilutive impact of stock options and restricted stock
           grants whose exercise price or grant price was below the average
           common stock price for the respective period presented.

5.         The Company enters into foreign exchange forward contracts as a hedge
           against firm commitment foreign currency intercompany accounts
           receivable, payable, or debt. Market value gains and losses are
           recognized, and the resulting credit or debit offsets foreign
           exchange gains or losses on the receivable, payable, or debt. At May
           29, 1999, the aggregate contract value of instruments used to sell
           4,219 pound sterling, 8,469 deutsche marks, $4,125 to buy foreign
           currency (primarily 25,087 Dutch guilders, 8,050 deutsche marks and
           18,000 Austrian shillings) was $17,771. The contracts mature between
           June 22, 1999 and November 20, 2000.

6.         The carrying amounts and estimated fair values of the Company's
           significant other financial instruments at May 29, 1999, are as
           follows:

                                                  Carrying         Fair
                                                   Amount          Value
                                                   ------          -----

           Cash and short-term investments       $   5,869       $   5,869
           Notes payable                            68,432          68,432
           Long-term debt                          289,987         288,685

           Fair values of short-term financial instruments approximate their
           carrying values due to their short maturity. The fair value of
           long-term debt is based on quoted market prices for the same or
           similar issues or on the current rates offered to the Company for
           debt of similar maturities. The estimates presented above on
           long-term financial instruments are not necessarily indicative of the
           amounts that would be realized in a current market exchange.

                                       -5-
7.       During the first quarter, the Company acquired an adhesive product line
         in Australia for $4,483 in cash. Assets acquired include the excess of
         cost over net assets acquired of $1,629. The acquisition was accounted
         for as a purchase and the accompanying Consolidated Financial
         Statements include the results of this product line since the purchase
         date. The historical results of operations on a pro forma basis are not
         presented as the effect of the acquisition was not material.

8.       As required, the Company adopted Financial Accounting Standard No. 130
         "Reporting Comprehensive Income" during the first quarter. Other
         comprehensive income:

                     Foreign currency translation adjustment     $(5,888)
                                                                 -------
                     Other comprehensive income                  $(5,888)
                                                                 =======

9.       During the first half of 1999, the Company recorded the following
         amounts in the income statement in connection with the restructuring
         plan implemented in 1998 and discussed in the 1998 Form 10-K. The total
         amount of the charge is now estimated to be from $37,000 to $43,000
         (before tax) with approximately $10,000 to $16,000 to be incurred in
         1999.

                                 North              Latin     Asia/
                                America   Europe   America   Pacific     Total
                                -------   -------  -------   -------    -------
         Severance (net of
          pension curtailment)  $   519   $ 5,086   $  192   $    25    $ 5,822
         Impairment of
          property, plant
          and equipment            --       1,104     --           7      1,111
         Contracts/leases          --         178       36        84        298
         Consulting                 183       300       96      --          579
         Other                    1,281       900      448       101      2,730
                                -------   -------   ------   -------    -------
         Subtotal                 1,983     7,568      772       217     10,540
         Less: Gain on the
          sale of property and
          plant                    --        --       --      (2,371)    (2,371)
                                -------   -------   ------   -------    -------
         TOTAL                  $ 1,983   $ 7,568   $  772   $(2,154)   $ 8,169
                                =======   =======   ======   =======    =======

         Included in the $10,540 restructuring charge for the first half are
         $11,283 of cash costs, $1,111 non-cash related costs and a $1,854
         pension curtailment benefit.

         North America charges relate to a manufacturing plant closing in the
         first quarter and reduced layers of management. Latin America charges
         relate to two manufacturing plants closed in the first quarter, two
         manufacturing plants closed in the second quarter and one plant to be
         closed in the balance of 1999. The European charges relate to plant
         closures in three countries (in the second quarter of 1999) and to
         severance cost associated with the reduction in layers in management.
         In Asia/Pacific, the costs are related to a manufacturing plant
         closure, sales offices and warehouses closed, the area office
         relocation and layers of management which are being reduced. These
         costs in Asia/Pacific were more than offset by a gain on the sale of
         the property and the plant of closed plant.

         There was a reduction of census of 461 employees in the first half of
         1999 as a result of the restructuring plan. An additional 92 employees
         have been notified of severance over the balance of 1999 with severance
         costs accrued.

         The following table is a detailed reconciliation of the restructuring
         reserve balance from November 28, 1998 to May 29, 1999. The
         reconciliation reflects the accruals recorded and payments applied
         during the quarter.

                                       -6-
Non-recurring charge reserve:
North                   Latin       Asia/
                                        America      Europe     America     Pacific       Total
                                        --------    --------    --------    --------    --------
Balance:
          November 28, 1998             $  1,992    $  7,994    $  3,141    $     88    $ 13,215
         Accruals in first half
          1999:
            Severance                      1,569       5,891         192          25       7,677
            Contracts/leases                --           178          36          84         298
            Consulting                       183         300          96        --           579
            Other                          1,281         900         448         101       2,730
         Payments in first half 1999:
            Severance                     (2,853)     (9,546)     (2,558)       (113)    (15,070)
            Contracts/leases                --          (178)        (36)        (84)       (298)
            Consulting                      (183)       (300)        (96)       --          (579)
            Other                         (1,281)       (900)       (448)       (101)     (2,730)
                                        --------    --------    --------    --------    --------
         Balance:
          May 29, 1999                  $    708    $  4,339    $    775    $   --      $  5,822
                                        ========    ========    ========    ========    ========
Item 2.

     Management's Discussion and Analysis Of
     ---------------------------------------
     Financial Condition and Results of Operations
     ---------------------------------------------

     (Dollars in Thousands)

     The following discussion includes comments and data relating to the
     Company's financial condition and results of operations during the periods
     included in the accompanying Consolidated Condensed Financial Statements.

     Results of Operations
     ---------------------

     Net sales for the second quarter of 1999 increased $6,227, or 1.8%, when
     compared to the same quarter in 1998. The 1.8 percentage point sales
     increase resulted from a 1.9 percentage point increase from volume and
     changes in product mix, a 0.7 percentage point impact of acquisitions and
     divestitures, a negative 0.6 percentage point decreased pricing and a
     negative 0.2 percentage points from a strengthened U.S. dollar. Net sales
     for the first half of 1999 increased $22,782, or 3.5%, when compared to the
     first half in 1998. The 3.5 percentage point sales increase resulted from a
     2.6 percentage point increase from volume and changes in product mix, 1.4
     percentage points net impact of acquisitions and divestitures, a negative
     0.8 percentage point decreased pricing and a positive 0.3 percentage point
     from a weakening U.S. dollar.

     A comparison of sales increases by operating area is as follows:

                         Thirteen Weeks Ended    Twenty-six Weeks Ended
                             May 29, 1999             May 29, 1999
         Operating Area      May 30, 1998             May 30, 1998
         --------------      ------------             ------------

         North America       $3,949    2%            $ 7,009    2%
         Latin America       (2,321)  (5%)            (1,437)  (1%)
         Europe                 984    1%             11,457    9%
         Asia/Pacific         3,615   17%              5,753   14%
                              -----                  -------
         TOTAL               $6,227    2%            $22,782    3%
                             ======                  =======

                                       -7-
Net earnings for the second quarter decreased from $11,261 in 1998 to
         $10,026 in 1999. The earnings in 1999 were impacted by $6,060 ($4,251
         after tax) in non-recurring charges.

         Net earnings for the first half increased from $17,215 in 1998 to
         $17,625 in 1999. The earnings in 1999 were impacted by an $8,169
         ($5,940 after tax) non-recurring charge.

         During the first half of 1999, the Company recorded the following
         amounts in the income statement in connection with the restructuring
         plan implemented in 1998 and discussed in the 1998 Form 10-K. The total
         amount of the charge is now estimated to be from $37,000 to $43,000
         (before tax) with approximately $10,000 to $16,000 to be incurred in
         1999.

                                 North              Latin     Asia/
                                America   Europe   America   Pacific     Total
                                -------   -------  -------   -------    -------
         Severance (net of
          pension curtailment)  $   519   $ 5,086   $  192   $    25    $ 5,822
         Impairment of
          property, plant
          and equipment            --       1,104     --           7      1,111
         Contracts/leases          --         178       36        84        298
         Consulting                 183       300       96      --          579
         Other                    1,281       900      448       101      2,730
                                -------   -------   ------   -------    -------
         Subtotal                 1,983     7,568      772       217     10,540
         Less: Gain on the
          sale of property and
          plant                    --        --       --      (2,371)    (2,371)
                                -------   -------   ------   -------    -------
         TOTAL                  $ 1,983   $ 7,568   $  772   $(2,154)   $ 8,169
                                =======   =======   ======   =======    =======

         Included in the $10,540 restructuring charge for the first half are
         $11,283 of cash costs, $1,111 non-cash related costs and a $1,854
         pension curtailment benefit.

         North America charges relate to a manufacturing plant closing in the
         first quarter and reduced layers of management. Latin America charges
         relate to two manufacturing plants closed in the first quarter, two
         manufacturing plants closed in the second quarter and one plant to be
         closed in the balance of 1999. The European charges relate to plant
         closures in three countries (in the second quarter of 1999) and to
         severance cost associated with the reduction in layers in management.
         In Asia/Pacific, the costs are related to a manufacturing plant
         closure, sales offices and warehouses closed, the area office
         relocation and layers of management which are being reduced. These
         costs in Asia/Pacific were more than offset by a gain on the sale of
         the property and the plant of closed plant.

         There was a reduction of census of 461 employees in the first half of
         1999 as a result of the restructuring plan. An additional 92 employees
         have been notified of severance over the balance of 1999 with severance
         costs accrued.

         The following table is a detailed reconciliation of the restructuring
         reserve balance from November 28, 1998 to May 29, 1999. The
         reconciliation reflects the accruals recorded and payments applied
         during the quarter.

                                       -8-
Non-recurring charge reserve:
North                   Latin       Asia/
                                        America      Europe     America     Pacific      Total
                                        --------    --------    --------    --------    --------
Balance:
          November 28, 1998             $  1,992    $  7,994    $  3,141    $     88    $ 13,215
         Accruals in first half
          1999:
            Severance                      1,569       5,891         192          25       7,677
            Contracts/leases                --           178          36          84         298
            Consulting                       183         300          96        --           579
            Other                          1,281         900         448         101       2,730
         Payments in first half 1999:
            Severance                     (2,853)     (9,546)     (2,558)       (113)    (15,070)
            Contracts/leases                --          (178)        (36)        (84)       (298)
            Consulting                      (183)       (300)        (96)       --          (579)
            Other                         (1,281)       (900)       (448)       (101)     (2,730)
                                        --------    --------    --------    --------    --------
         Balance:
          May 29, 1999                  $    708    $  4,339    $    775    $   --      $  5,822
                                        ========    ========    ========    ========    ========
In North America, the 2% second quarter sales increase was composed of
         3 percentage points relating to increased volume and changes in product
         mix and a negative one percentage point from pricing and currency. The
         Adhesives, Sealants and Coatings Group had a 2 percentage point
         increase in sales with a 4 percentage point increase from volume and
         mix being partially offset by a combined negative 2 percentage point
         decrease resulting from pricing, currency and divestiture of the gun
         and stick business. Paper converting sales continue to be depressed
         from the prior year due to reduced exports by the Company's customers
         (primarily to Asia/Pacific area). In the Specialty Group, sales
         increased 4% from the same period in the prior year. The primary growth
         in sales occurred in TEC Specialty Products, Inc., where strong growth
         occurred and Foster Products Corporation, with moderate sales growth.
         Linear Products Inc. had sales that increased slightly from the sales
         of 1998 and Global Coatings Division experienced a slight decrease in
         sales from the prior year. The Automotive Group had a 1% decrease from
         prior year sales. North American operating earnings, before the
         non-recurring charge, grew at a rate of 6.5% increasing from $17,295 to
         $18,425.

         For the first half of 1999, North American sales increased 2% and was
         composed of 3 percentage points resulting from increased volume and
         changes in product mix and a combined negative one percentage point
         resulting from pricing, currency and a business divestiture. The sales
         of the Adhesives, Sealants and Coatings Group had a one percentage
         point increase in sales with a 2 percentage point increase from volume
         and mix being partially offset by a combined negative one percentage
         point impact of pricing, currency and business divestiture. The
         Automotive Group had sales that approximated the sales of 1998. A 4
         percent sales growth in Specially Products Group occurred primarily in
         TEC Specialty Products, Inc. and Foster Products Corporation. First
         half North American operating income, before the non-recurring charge,
         increased 10.7% from $27,694 to $30,655.

         Latin American second quarter 1999 sales decreased 5% from 1998. The
         decease in sales is the result of decreased volume and changes in
         product mix. Currency devaluations and recessions in various countries,
         particularly Brazil and Ecuador and the increased use of independent
         distributors in the region contributed to the decline. Latin American
         operating earnings, before the non-recurring charge, increased when
         compared to 1998 from $3,164 to $4,124. The increase in operating
         income was the result of reduced operating expenses from tight spending
         controls and the restructuring efforts in the region.

                                       -9-
In Europe, the one percent second quarter 1999 sales increase was the
         result of a combined impact of 2 percentage points resulting from a
         second quarter 1998 United Kingdom acquisition and the divestiture of
         the wax business in the fourth quarter of 1998, a positive one
         percentage point impact of increased volume and mix and a negative 2
         percentage point impact of the strengthening of the U.S. dollar and
         pricing. Operating income, before the non-recurring charge, increased
         from $4,362 in 1998 to $6,603 in 1999. The improvement was the result
         of the restructuring, improved gross margins, operating expense control
         and the acquisition.

         Asia/Pacific sales increased 17% from the same period last year. The
         increase was the result of an 8 percentage point increase in volume and
         mix, a 2 percentage point increase from a weakening of the U.S. dollar,
         and a combined positive 7 percentage point impact of a fourth quarter
         1998 acquisition in New Zealand, a first quarter 1999 acquisition in
         Australia, and a second quarter 1998 divestiture in New Zealand.
         Operating results, before the non-recurring charges (benefit), improved
         from an operating loss of ($101) in 1998 to operating income of $1,530
         in 1999. The improvement is primarily the result of the restructuring
         efforts in the area.

         For the first half of 1999, Latin America sales decreased 1% from the
         same period in 1998 with a one percentage point increase in volume and
         product mix being offset by a negative 2 percentage points from
         decreased pricing. Operating earnings increased from $7,498 in 1998 to
         $8,371 in 1999. European sales increased 9% from first half 1998 sales
         with the weakening of the U.S. dollar having a 2 percentage point
         positive impact. The 7 percentage point increase in local currency
         sales was primarily the combined result of two acquisitions in the U.K.
         and the sale of the wax business in 1998. Operating earnings increased
         from $5,711 in 1998 to $11,372 in 1999. Asia/Pacific sales increased
         14% with a one percentage point increase resulting from a weakening
         U.S. dollar. The 13 percentage point increase in local currency was the
         result of a 10 percentage point increase from volume and product mix
         and a combined 3 percentage point impact of two acquisitions and a
         divestiture. Operating earnings increased from ($746) in 1998 to $2,909
         in 1999. All comparisons of operating earnings are before the
         non-recurring charges.

         Cost of sales for the second quarter increased 1.0% ($2,430) over the
         same quarter in 1998. Consolidated gross margins, as a percent of sales
         increased from 31.8% in 1998 to 32.3% in 1999. Gross margins in 1998
         benefited $1,368 ($350 reversal of accrual and $1,018 non-accrual) or
         0.4% of sales as a result of a projected non-payment of profit sharing.
         The improvement in gross profit was a result of lower raw material
         costs and the restructuring effort. Improvement in gross profit was
         particularly strong in the European and Asia/Pacific areas.

         Selling, administrative, and other expenses for the quarter decreased
         2.6% ($2,165) when compared to the prior year. This category of
         expense, as a percent of sales, decreased from 24.6% in 1998 to 23.5%
         in 1999. This category of expense benefited $1,367 ($350 reversal of
         accrual and $1,017 non-accrual) or 0.4% of sales as a result of
         projected non-payment of profit sharing. In 1999, this category of
         expense benefited $1,260 as a result of remeasurement of pension and
         postretirement benefits, due to the curtailment caused by the
         restructuring in the United States. Based on current assumptions this
         should be a continuing benefit into the year 2000. The restructuring
         effort and tight expense control were the reason for the decrease in
         expense.

         Year-to-date cost of sales was up 2.7% ($12,045) when compared to the
         same period in 1998. Consolidated gross margins, as a percent of sales,
         improved from 31.6% in 1998 to 32.1% in 1999.

         Year-to-date selling, administrative, and other expenses decreased 1.5%
         ($2,413) when compared to the prior year. This category of expense, as
         a percent of sales, improved from 25.5% in 1998 to 24.2% in 1999.

         Interest expense of $13,454 increased $1,672 from the expense of the
         first half of 1998. This was mainly the result of higher overall debt
         levels in the first quarter of 1999 to fund acquisitions.

                                      -10-
Year-to-date other income/(expense), net, increased from an expense of
         $790 in 1998 to an expense of $2,231 in 1999. The primary reason for
         the increase in expense was currency losses in Latin America.

         Income taxes for the first half of 1999 increased $1,565 (13.9%) when
         compared to the first half of 1998 primarily as a result of increased
         earnings. The effective tax rate is expected to be reduced to 40.0
         percent in 1999 compared to 40.8 percent in 1998, after the
         consideration of the low tax benefit provided for a portion of the
         non-recurring charges incurred in countries where no tax benefit is
         available.

         Liquidity and Capital Resources
         -------------------------------

         The cash flows as presented in this section have been calculated by
         comparison of the Consolidated Condensed Balance Sheets at May 29, 1999
         and November 28, 1998 and May 30, 1998 and November 29, 1997.

         During the first half of 1999, the Company generated $41,817 of cash to
         finance operations as compared to $8,206 in the first half of 1998. The
         increased generation of cash was primarily the result of $32,280
         decrease in cash required to fund working capital in the first half of
         1999 compared to the same period in 1998.

         Working capital was $166,162 at May 29, 1999 compared to $172,740 at
         November 28, 1998. The current ratio at May 29, 1999 was 1.6 equal to
         the ratio at November 28, 1998. The number of days sales in trade
         accounts receivable was 62 days at May 29, 1999 compared to 57 days
         sales at May 30, 1998. The average days sales in inventory on hand was
         62 days at May 29, 1999 compared to 63 days at May 30, 1998. Trade
         accounts payable increased from 44 days at May 30, 1998 to 46 days at
         May 29, 1999.

         The Company's long-term debt to total capitalization ratio was 44.5% at
         May 29, 1999 compared to 46.8% at November 28, 1998.

         Capital expenditures for property, plant and equipment of $27,769 in
         first half 1999 were primarily for construction of manufacturing
         capacity in Europe to support the restructuring effort, the investment
         in Information Technology, for general improvements in manufacturing
         productivity and operating efficiency and for environment projects.
         Environmental capital expenditures, less than 10% of total
         expenditures, are not a material portion of overall Company
         expenditures.

         Impact of the Year 2000 Issue

         The Company's Year 2000 Project Office (consisting of information
         technology ("IT") personnel) has established a three-phase program to
         address the Year 2000 Issue. The three phases consist of (a) an
         assessment phase, (b) an analysis and resolution strategy phase and (c)
         a remediation and testing phase. The readiness program focuses on the
         Company's IT as well as non-IT systems (which systems contain embedded
         technology in manufacturing or process control equipment containing
         microprocessors or similar circuitry.)

         The assessment phase, during which the Year 2000 Project Office
         attempted to identify all hardware and software that affect the
         Company's operation, has been completed with respect to most of the
         Company's operations. Based on the results of the assessment phase, the
         Company has determined that its primary hardware and operating system
         software used in North American operations is Year 2000 ready. In
         addition, the Company's internal laboratory, regulatory, financial and
         enterprise resource planning systems for North America are compliant.
         The Company's Year 2000 Project Office has determined that the Company
         will need to update or replace certain other hardware and software so
         that its computer systems will properly utilize dates after December
         31, 1999.

                                      -11-
Outside the United States, the Company is addressing readiness issues
         on a region-by-region basis. The Company is in the analysis and
         resolution strategy phase in certain locations and in the remediation
         and testing phase in other locations. The Company currently anticipates
         these projects will be completed by September, 1999.

         The Company has also begun assessing Year 2000 readiness issues
         relating to companies with which it has third-party outsourcing
         relationships on a global basis, such as a financial institution
         administering employee benefit plans, telecommunications providers and
         health care providers. The Company has requested assurance from its
         significant suppliers that they will be functioning properly in the
         Year 2000. The Company will continue to assess supplier readiness
         issues. In addition, the Company is communicating with its major
         customers regarding the Company's Year 2000 readiness efforts. However,
         it is impossible to fully assess the potential consequences in the
         event service interruptions from suppliers occur or in the event that
         there are disruptions in such infrastructure areas as utilities,
         communication, transportation, banking and government.

         In October of 1998, the Company formed a Year 2000 Task Force
         (consisting of representatives from its financial, IT, legal and risk
         management departments and from its key business units) to address the
         internal and external Year 2000 Issues.

         The Company incurred Year 2000 readiness costs of approximately $2,000
         over the two-year period ending November 28, 1998. The current total
         estimated costs to complete Year 2000 readiness efforts in 1999 is
         $1,200 to $1,500. In recent years, the Company has replaced certain of
         its financial and operating systems. These systems have not required
         modification to address the Year 2000 Issue, and, as a result, the
         Company's Year 2000 costs have been relatively low. Estimates of Year
         2000 costs are based on numerous assumptions, and there can be no
         assurance that the estimates are correct or that the actual costs will
         not be greater than anticipated.

         The Company's most reasonably likely worst case Year 2000 Issue
         scenario is a potential inability to obtain raw materials from
         suppliers in a timely manner, due either to a supplier's inability to
         manufacture the product or ship it. In such event, the Company may
         experience a delay in its ability to manufacture and deliver products
         when ordered by customers. The Company is currently evaluating its
         alternatives to mitigate the effect of such a scenario, if it occurs.

         The Company is developing contingency plans to address other potential
         failures or delays due to the Year 2000 Issue. The Company is in the
         process of developing a plan for the "Y2K transition". This will be a
         comprehensive plan for managing the actual transition over that last
         week of December, 1999 and the first week of January, 2000.

         Based on its assessments and current knowledge, the Company believes it
         will not, as a result of the Year 2000 Issue, experience any material
         disruptions in internal manufacturing processes, information processing
         or interfacing with major customers, or with processing orders and
         billing. However, if certain third-party providers, such as providers
         of electricity, water or telephone service, experience difficulties
         resulting in disruption of service to the Company, a shutdown of the
         Company's operations at individual facilities could occur for the
         duration of the disruption. Assuming no major disruption in service
         from utility companies or other critical third-party providers, the
         Company believes that it will be able to manage its total Year 2000
         transition without any material effects on the Company's results of
         operations or financial condition.

                                      -12-
Safe Harbor Statement under the Private Securities Litigation Act of
         --------------------------------------------------------------------
         1995
         ----

         Certain statements in this document are 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 and industry capacity; competitive products
         and pricing; manufacturing efficiencies; new product development;
         product mix; availability and price of raw materials and critical
         manufacturing equipment; new plant startups; accounts receivable
         collection; the Company's relationships with its major customers and
         suppliers; change in tax laws and tariffs; patent rights that could
         provide significant advantage to a competitor; devaluations and other
         foreign exchange rate fluctuations (particularly with respect to the
         German mark, the Japanese yen, the Brazilian real and the Ecuadorian
         sucre); the regulatory and trade environment; the Year 2000 computer
         issue; and other risks as indicated from time to time in the Company's
         filings with the Securities and Exchange Commission. 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.

         Item 4.

         Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

         The Company held its Annual Meeting of Shareholders on April 15, 1999.
         Proxies for such meeting were solicited pursuant to Regulation 14A
         under the Securities Exchange Act of 1934, as amended. A total of
         17,672,698 common and preferred share votes ("Votes") were entitled to
         be cast at the meeting. At such meeting, each of management's four
         nominees for director in Class III were elected for a three-year term
         (until the Company's 2002 Annual Meeting), and until the directors'
         respective successors are duly elected and qualified. The number of
         Votes cast for the election of each director and the number of Votes
         withheld are as follows:

                                      Combined Common &      Combined Common &
                                       Preferred Share        Preferred Share
         Director Name                 Votes in Favor         Votes Withheld
         -------------                 --------------         --------------
         Edward L. Bronstien, Jr.       16,095,048                376,038
         Walter Kissling                15,854,445                616,640
         Lee R. Mitau                   16,217,789                253,296
         Lorne C. Webster               15,992,043                479,042

         A proposal to ratify the appointment of PricewaterhouseCoopers L.L.P.
         as independent auditors for the Company for the fiscal year ending
         November 27, 1999 was approved by 16,320,641 Votes cast in favor,
         103,135 Votes cast against, and 47,308 Votes abstaining. There were no
         broker non-votes with respect to the ratification of the appointment of
         PricewaterhouseCoopers L.L.P. as auditors.

         In addition, a shareholder proposal requesting that the Board of
         Directors adopt a policy not to sell its adhesives to any
         tobacco-related company when they will use it for the production of
         cigarettes or other tobacco products was defeated by 12,884,396 Votes
         against the shareholder proposal, 1,972,231 Votes in favor of the
         shareholder proposal and 624,351 Votes abstaining. There were 990,107
         broker non-votes with respect to the shareholder proposal.

                                      -13-
PART II. OTHER INFORMATION

         Item 6.

         Exhibits and reports on Form 8-K

         (a)      Exhibits to Part I

                  27       Financial Data Schedule

                  Exhibits to Part II

         (b)      Reports on Form 8-K. No reports on Form 8-K were filed for the
                  thirteen weeks ended May 29, 1999.

                                   SIGNATURES

         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 thereunto duly authorized.

                                                      H.B. Fuller Company

         Dates:   July 12, 1999                       /S/ David J. Maki
                                                      -----------------
                                                      David J. Maki
                                                      Vice President and
                                                      Controller

                                      -14-
EXHIBIT INDEX

Exhibit Number

  27     Financial Data Schedule