FORM 10-Q

Commission file number 0-7977

NORDSON CORPORATION

(440) 892-1580

(Telephone Number)

Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Shares with no par value

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 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 o

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)
Yes x No o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: Common Shares with no par value as of July 30, 2004: 36,272,837

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Table of Contents

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Part I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

Condensed Consolidated Statements of Income

See accompanying notes.

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Condensed Consolidated Balance Sheet

See accompanying notes.

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Condensed Consolidated Statement of Cash Flows

See accompanying notes.

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Notes to Condensed Consolidated Financial Statements

August 1, 2004

1.		Basis of Presentation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the quarter ended August 1, 2004 are not necessarily indicative of the results that may be expected for the full fiscal year. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended November 2, 2003. Certain prior period amounts have been reclassified to conform to current period presentation.
2.		Revenue Recognition. Most of the Company’s revenues are recognized upon shipment, provided that persuasive evidence of an arrangement exists, the sales price is fixed or determinable, collectibility is reasonably assured, and title and risk of loss have passed to the customer. A limited number of the Company’s large engineered systems sales contracts are accounted for using the percentage-of-completion method. The amount of revenue recognized in any accounting period is based on the ratio of actual costs incurred through the end of the period to total estimated costs at completion. The remaining revenues are recognized upon delivery.
3.		Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. Actual amounts could differ from these estimates.
4.		Accounting Changes. In November 2002, the FASB issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others.” This interpretation addresses the disclosures to be made by a guarantor in its interim and annual financial statements regarding its obligations under guarantees and clarifies the requirements related to the recognition of liabilities by a guarantor for obligations undertaken in issuing guarantees. The initial recognition and measurement provisions of the interpretation are applicable to guarantees issued or modified after December 31, 2002 and did not have a material effect on the Company’s financial statements. The disclosure requirements are effective for financial statements for periods ending after December 31, 2002 and are applicable for all outstanding guarantees subject to the interpretation. The Company has issued guarantees to two banks to support the short-term borrowing facilities of a South Korean affiliate. One guarantee is for Korean Won Three Billion (approximately $2,572,000) secured by land and building and expires on January 31, 2005. The other guarantee is for $2,300,000 and expires on October 31, 2004. As discussed in the following paragraph, the Company began consolidating this affiliate in the second quarter of 2004.
		In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities.” This Interpretation addresses consolidation by business enterprises of variable interest entities, which possess certain characteristics. The interpretation requires that if a business enterprise has a controlling financial interest in a variable interest entity, the assets, liabilities and results of operations of the variable interest entity must be included in the consolidated financial statements with those of the business enterprise. This interpretation applies immediately to variable interest entities created after January 31, 2003 and to variable interest entities in which an enterprise obtains an interest after that date. For variable interest entities created prior to January 31, 2003, this interpretation is effective for the first year or interim period beginning after March 15, 2004. In the second quarter of 2004, the Company began consolidating a 49 percent-owned South Korean joint venture/distributor of the Company’s products. Real estate with a net book value of approximately $750,000 serves as collateral for one of the bank loans noted above. Other than the bank guarantees noted above, creditors of the joint venture/distributor have no recourse against the Company.

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		The Company’s initial investment in this joint venture/distributor occurred in 1989. The effect on the Company’s financial statements was not material.
		In December 2003, the FASB revised Statement of Financial Accounting Standard No. 132, “Employers’ Disclosures about Pensions and other Postretirement Benefits.” The revision established additional annual disclosures about plan assets, investment strategy, measurement date, plan obligations and cash flows. In addition, the revised standard established interim disclosure requirements related to the net periodic benefit cost recognized and contributions paid or expected to be paid during the current fiscal year. The new annual disclosures are effective for financial statements with fiscal years ending after December 15, 2003, and the interim-period disclosures are effective for interim periods beginning after December 15, 2003. The annual disclosures will be adopted for the 2004 fiscal year. The interim disclosures for the fiscal quarter ending August 1, 2004 are reported in Note 11 below. The adoption of the revised No. 132 will have no impact on our results of operation or financial condition.
		In May 2004, the FASB issued Staff Position No. FSP 106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003,” in response to a new law that provides prescription drug benefits under Medicare (“Medicare Part D”) as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. Currently, Statement of Financial Accounting Standard No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions” (“No. 106”) requires that changes in relevant law be considered in current measurement of postretirement benefit costs. The Company’s measures of the accumulated postretirement benefit obligation and the net periodic postretirement benefit cost do not reflect the effects of the subsidy, because it has not yet been concluded whether the benefits under the Company’s plan are actuarially equivalent to Medicare Part D. FSP No. 106-2 will be effective beginning in the fourth quarter of 2004.
5.		Inventories. Inventories consisted of the following:

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6.

Goodwill and Other Intangible Assets. Changes in the carrying amount of goodwill for the three quarters ended August 1, 2004 by operating segment are as follows:

Information regarding the Company’s intangible assets subject to amortization is as follows:

At August 1, 2004 and November 2, 2003, $2,152,000 of intangible assets related to a minimum pension liability for the Company’s pension plans were not subject to amortization.

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Amortization expense for the thirteen and thirty-nine weeks ended August 1, 2004 was $439,000 and $1,404,000, respectively. Estimated amortization expense for each of the five succeeding fiscal years is as follows:

7.

Comprehensive income. Comprehensive income for the thirteen and thirty-nine weeks ended August 1, 2004 and August 3, 2003 is as follows:

Accumulated other comprehensive loss at August 1, 2004 and August 3,2003 consisted of:

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Year-to-date changes in accumulated other comprehensive loss at for 2004 and 2003 are as follows:

8.

Company Stock Plans. The Company accounts for its stock option plans under the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees.” No stock option expense is reflected in net income, as all options granted under these plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table shows pro forma information regarding net income and earnings per share as if the Company had accounted for stock options granted since 1996 under the fair value method.

9.

Warranty Accrual. The Company offers warranty to its customers depending on the specific product and terms of the customer purchase agreement. Most of the Company’s product warranties are customer specific. A typical warranty program requires that the Company repair or replace defective products within a specified time period from the date of delivery or first use. The Company records an estimate for future warranty-related costs based on actual historical return rates. Based on analysis of return rates and other factors, the adequacy of the Company’s warranty provisions are adjusted as necessary. The liability for warranty costs is included in other current liabilities in the Consolidated Balance Sheet.

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Following is a reconciliation (in thousands of dollars) of the product warranty liability for the first three quarters of 2004:

10.		Operating segments. The Company conducts business across three primary business segments: adhesive dispensing and nonwoven fiber systems, coating and finishing systems and advanced technology systems. The composition of segments and measure of segment profitability is consistent with that used by the Company’s chief operating decision maker. The primary focus is operating profit, which equals sales less operating costs and expenses. Beginning in 2004, the method of measuring segment operating profit was modified. A larger portion of corporate expenses is now being allocated to the three primary business segments. Additional corporate expenses of $4,877,000 and $13,351,000 for the thirteen and thirty-nine weeks ended August 1, 2004, respectively, were allocated to the three business segments compared to the prior method of measuring segment profit. These expenses represent costs incurred to support all business segments, including human resources, legal, finance and certain employee benefit costs. Prior year segment results have been reclassified to conform to the new measurement of segment operating profit. Additional expense amounts of $3,506,000 and $10,353,000 for the thirteen and thirty-nine weeks ended August 3, 2003, respectively, were allocated to the three business segments. Operating profit excludes interest income (expense), investment income (net) and other income (expense). Items below the operating income line of the Condensed Consolidated Statement of Income are not presented by segment, since they are excluded from the measure of segment profitability reviewed by the Company’s chief operating decision maker. The accounting policies of the segments are generally the same as those described in Note 1, Significant Accounting Policies, of the Company’s annual report on Form 10-K for the year ended November 2, 2003.
		In the second quarter of 2004, the Company realigned its geographic reporting. Previously, sales were reported in four regions, North America, Europe, Japan and Pacific South. The regions are now defined as United States, Americas (Canada and Latin America), Europe, Japan and Asia Pacific. Prior year amounts have been reclassified to conform to the new alignment.
		Nordson products are used in a diverse range of industries, including appliance, automotive, bookbinding, container, converting, electronics, food and beverage, furniture, medical, metal finishing, nonwovens, packaging, semiconductor and other diverse industries. Nordson sells its products primarily through a direct, geographically dispersed sales force.

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The following table presents information about the Company’s reportable segments:

(a)

For the thirteen and thirty-nine weeks ended August 3, 2003 this amount included severance and restructuring costs of $157 and $1,625, respectively.

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A reconciliation of total segment operating income to total consolidated income before income taxes is as follows:

     The Company has significant sales in the following geographic regions:

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The Company has significant long-lived assets in the following geographic regions:

11.

Pension and other postretirement plans. The components of net periodic pension cost and the cost of other postretirement benefits for 2004 as compared with 2003 were:

		During the third quarter of 2004 the Company made an accelerated pension contribution of $10.9 million.
12.		Contingencies. The Company is involved in pending or potential litigation regarding environmental, product liability, patent, contract, employee and other matters arising from the normal course of business. Including the environmental matter discussed below, it is the Company’s opinion, after consultation with legal counsel, that resolutions of these matters are not expected to result in a material effect on its financial condition, operating results, or cash flows.
		The Company has been identified as a potentially responsible party (PRP) at a Wisconsin municipal landfill and has voluntarily agreed with other PRP’s to share costs associated with (1) a feasibility study and remedial investigation (“FS/RI”) for the site and (2) providing clean drinking water to the affected residential properties through completion of the FS/RI phase of the project. The FS/RI is expected to be completed in 2005. The Company has committed $700,000 towards completing the FS/RI phase of the project and providing clean drinking water, and this amount has been recorded in the Company’s financial statements. Against this commitment, the Company has made payments of $363,000 through the third

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		quarter of 2004. The remaining amount of $337,000 is recorded in accrued liabilities in the August 1, 2004 Consolidated Balance Sheet. The total cost of the Company’s share for site remediation cannot be determined at this time, because the FS/RI is not expected to be completed until 2005. However, based upon current information, the Company does not expect that the costs associated with remediation will have a material effect on its financial condition or results of operations.
13.		Acquisition. On the first day of the third quarter, the Company acquired full ownership of W. Puffe Technologie, a German manufacturer of hot melt adhesive dispensing systems for the textile, aerospace, life science, automotive, construction and baby diaper industries, with annual sales of approximately $6 million. The cost of the acquisition was $4,473,000. The purchase price allocation is based on preliminary estimates, which may be revised at a later date. Net assets at the date of acquisition were $2,068,000, resulting in goodwill of $2,405,000. Beginning in the third quarter, operating results of W. Puffe Technologie are included in the Consolidated Statement of Income.
14.		Interest rate swap. On May 18, 2004 the Company entered into an interest rate swap to convert $40 million of 6.79% fixed rate debt due in May 2006 to variable rate debt. The variable rate is reset semi-annually, and at August 1, 2004 the rate was 5.34%. The swap has been designated a fair-value hedge. This derivative qualified for the short-cut method and is recorded with a fair market value of $120,000 in the Consolidated Balance Sheet.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is Management’s discussion and analysis of certain significant factors affecting the Company’s financial condition and results of operations for the periods included in the accompanying condensed consolidated financial statements.

Results of Operations

Sales

Worldwide sales for the third quarter of 2004 were $197.9 million, a 19% increase from sales of $166.3 million for the comparable period of 2003. Volume gains made up 16% of the increase, with favorable currency effects traced to the weaker U.S dollar making up the remainder of the increase.

Sales volume was up more than 10% in all three of the Company’s business segments. Sales volume for the Advanced Technology segment was up 26%. Within this segment, engineered system shipments to semiconductor and electronics industry customers were especially strong, with volume up 53% from 2003. Sales volume for the Company’s Adhesive Dispensing and Nonwoven Fiber segment was up 13%, driven by strong increases in the product assembly and nonwovens businesses. Sales volume for the Coating and Finishing segment was up 14% largely due to a strong recovery in shipments of powder coating systems.

Third quarter sales volume was up in all five geographic regions in which the Company operates, driven by growth in the Advanced Technology segment. Volume was up 9% in the United States, 13% in Europe, 7% in Japan, 40% in Asia and 46% in the Americas region.

On a year-to-date basis, worldwide sales were $565.2 million, up 18% from 2003. Sales volume increased 12%, while favorable currency effects increased sales by 6%. Volume was up 31% in the Advanced Technology segment. All businesses in this segment showed strong sales volume increases, with sales to semiconductor and electronics industry customers up 66%. Volume was up 9% in the Adhesive Dispensing

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and Nonwoven Fiber segment as a result of a large fiber system sale to a European customer and growth in the packaging and product assembly businesses. Volume was up 4% in the Coating and Finishing segment.

Sales for the thirty-nine weeks ended August 1, 2004 were up in all five geographic regions in which the Company operates, largely due to increases in the Advanced Technology segment. Volume was up 6% in the United States, 10% in Europe, 3% in Japan, 54% in Asia and 19% in the Americas region.

Operating Profit

Operating profit, as a percentage of sales, was 14.6% in the third quarter of 2004, up from 10.6% in the third quarter of 2003. For the first three quarters of 2004, operating profit, as a percent of sales was 13.3% compared to 9.3% last year. The largest increases were seen in the Advanced Technology segment, with operating profit as a percent of sales increasing from 13% to 20% for the quarter and from 11% to 20% year-to-date. Operating profit for the Adhesive Dispensing segment, stated as a percent of sales, also increased for both the third quarter and first nine months. The increases reflect improved absorption effects relative to the relationship of higher revenue to operating cost levels. The Coating and Finishing segment generated a small operating loss for the third quarter and first nine months of 2004. As noted in Note 10 above, a larger portion of corporate expenses is now being charged to the three primary business segments. Prior year operating profit amounts have been adjusted to conform to the 2004 methodology.

The gross margin percentage for the third quarter of 2004 was 56.6%, up from 55.0% for the third quarter of 2003. The year-to-date gross margin percentage increased from 55.2% in 2003 to 56.2% this year. The increases were primarily due to favorable currency effects.

Selling and administrative expenses increased 12.9% and 11.3% for the thirteen and thirty-nine weeks ended August 1, 2004 compared to the comparable periods of 2003. The increases are due to the effect of currency translation and to higher employee benefit and incentive plan costs, as well as base compensation increases. Selling and administrative expenses as a percent of sales decreased to 42.1% in the third quarter of 2004 from 44.3% last year. On a year-to-date basis these percentages were 42.9% in 2004 and 45.6% in 2003.

Net Income

Compared to 2003, interest expense decreased $.8 million for third quarter and $2.2 million for the first three quarters as a result of lower borrowing levels. Other income increased $.6 million for the quarter, largely due to foreign exchange gains. However, year-to-date currency gains for 2004 are still less than 2003.

Net income for the third quarter of 2004 was $17.3 million or $.47 per share on a diluted basis compared with $8.7 million or $.26 per share on a diluted basis in 2003. Year-to-date net income in 2004 was $43.6 million or $1.20 per share, compared to $21.8 million or $.65 per share last year.

Foreign Currency Effects

In the aggregate, average exchange rates for the third quarter and first nine months of 2004 used to translate international sales and operating results into U.S. dollars compared favorably with average exchange rates existing during the comparable 2003 periods. It is not possible to precisely measure the impact on operating results arising from foreign currency exchange rate changes, because of changes in selling prices, sales volume, product mix and cost structure in each country in which the Company operates. However, if transactions for the third quarter 2004 were translated at exchange rates in effect during the third quarter of 2003, sales would have been approximately $5.5 million lower while third-party costs and expenses would have been approximately $3.6 million lower. If the 2004 year-to-date transactions were translated at exchange rates in effect during 2003, sales would have been approximately $29.0 million lower and third party costs would have been approximately $17.4 million lower.

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Financial Condition

During the first three quarters of 2004, net assets increased $87.0 million. This increase is primarily the result of stock option exercises, net income, and the effect of translating foreign net assets at the end of the third quarter earnings when the U.S. dollar was weaker against other currencies than at the prior year-end. Offsetting these increases were dividend payments of $16.3 million.

Cash and cash equivalents increased $24.0 million from the 2003 year-end. Cash provided by operations was $62.8 million and cash generated by the exercise of stock options was $53.8 million. Cash was used to repay $49.4 million of notes payable and $13.3 million of long-term debt, to fund dividend payments of $16.3 million and capital expenditures of $7.1 million. In addition, in the third quarter the Company acquired full ownership of W. Puffe Technologie, a German manufacturer of hot melt adhesive dispensing systems for the textile, aerospace, life science automotive, construction and baby diaper industries. Cash of $4.0 million was used for the acquisition. Available lines of credit continue to be adequate to meet additional cash requirements over the next year.

Accounts receivable and inventories increased $9.5 million and $13.1 million, respectively, in the first three quarters of 2004 due to the higher level of business activity in 2004 and the effect of translating foreign net assets at the end of the third quarter when the U.S. dollar was weaker against other currencies than at the prior year-end. Other assets decreased $6.5 million during the first three quarters of 2004, primarily as a result of lower deferred tax assets. Other accrued liabilities at August 1, 2004 were $103.2 million compared to $96.4 million at 2003 year-end, primarily due to increases in customer advanced payments for engineered systems, income taxes payable, employee benefit and incentive plan accruals and currency effects, offset by cash contributions to the Company’s pension plans. Goodwill increased from $328.6 million at the end of 2003 to $331.5 million at the end of the third quarter, largely due to the acquisition discussed above.

On May 18, 2004 the Company entered into an interest rate swap to convert $40 million of 6.79% fixed rate debt due in May 2006 to variable rate debt. The variable rate is reset semi-annually, and at August 1, 2004 the rate was 5.34%.

Critical Accounting Policies

The Company’s consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company’s management to make estimates, judgments and assumptions that affect reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, the Company evaluates the accounting policies and estimates it uses to prepare financial statements. The Company bases its estimates on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates used by management.

Certain accounting policies that require significant management estimates and are deemed critical to the Company’s results of operations or financial position were discussed in Item 7 of the 10-K for the year ended November 2, 2003. During the first three quarters of 2004 there were no material changes in these policies.

Outlook

The Company expects that the pick-up seen in business activity in the three quarters of fiscal 2004 will continue through the end of the year. Record revenue is expected in the fourth quarter with sales up 15 to 17 percent from the fourth quarter of 2003, including a 3 percent benefit for currency effects. Full year sales would therefore be up 17 to 18 percent, including 5 percent for currency effects. Strong bottom line growth is also expected for the fourth quarter, with diluted earnings per share of $.50 to $.55 compared to $.39 in 2003. The outlook for full year diluted earnings per share is $1.69 to $1.75 per share, up from $1.04 last year.

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Safe Harbor Statements Under The Private Securities Litigation Reform Act Of 1995

Statements that refer to anticipated trends, events or occurrences in, or expectations for, the future (generally indicated by the use of phrases such as “Nordson expects” or “Nordson believes” or words of similar import or by references to “risks”) are “forward-looking statements” intended to qualify for the protection afforded by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations and involve risks and uncertainties. Consequently, the Company’s actual results could differ materially from the expectations expressed in the forward-looking statements. Factors that could cause the Company’s actual results to differ materially from the expected results include, but are not limited to: deferral of orders, customer-requested delays in system installations, currency exchange rate fluctuations, a sales mix different from assumptions and significant changes in local business conditions in geographic regions in which the Company conducts business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information regarding the Company’s financial instruments that are sensitive to changes in interest rates and foreign currency exchange rates was disclosed in the Form 10-K filed by the Company on January 21, 2004. During the third quarter of 2004, the Company entered into an interest rate swap to convert $40 million of fixed rate debt to variable rate debt. In addition, floating option notes of $10.2 million and industrial revenue bonds of $3.1 million were paid off before their original due dates.

The tables that follow present principal cash flows and related weighted-average interest rates by expected maturity dates of fixed-rate, long-term debt at the end of the third quarter of 2004 and at the end of 2003.

Expected maturity date August 1, 2004

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     The tables that follow present principal cash flows by expected maturity dates of variable-rate, long-term debt.

Expected maturity date August 1, 2004

Included in the August 1, 2004 table above is long-term debt in the amount of $40 million. This debt was converted from fixed rate to variable rate through an interest rate swap agreement, as disclosed in Note 14 above. The weighted-average interest rate of the Company’s variable-rate debt was 5.04% at August 1, 2004 and .97% at the end of fiscal 2003.

ITEM 4. CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of the Company’s management, including its Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, of the effectiveness of the Company’s disclosure controls and procedures as of August 1, 2004. Based on that evaluation, the Company’s management, including its CEO and CFO, have concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. There have been no changes in the Company’s internal controls over financial reporting or in other factors identified in connection with this evaluation that occurred during the quarter ended August 1, 2004 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Part II – Other Information

ITEM 1. LEGAL PROCEEDINGS

The Company has been identified as a potentially responsible party (PRP) at a Wisconsin municipal landfill and has voluntarily agreed with other PRP’s to share costs associated with (1) a feasibility study and remedial investigation (“FS/RI”) for the site and (2) providing clean drinking water to the affected residential properties through completion of the FS/RI phase of the project. The FS/RI is expected to be completed in 2005. The Company has committed $700,000 towards completing the FS/RI phase of the project and providing clean drinking water, and this amount has been recorded in the Company’s financial statements. Against this commitment, the Company has made payments of $363,000 through the third quarter of 2004. The remaining amount of $337,000 is recorded in accrued liabilities in the August 1, 2004 Consolidated Balance Sheet. The total cost of the Company’s share for site remediation cannot be determined at this time, because the FS/RI is not expected to be completed until 2005. However, based upon current information, the Company does not expect that the costs associated with remediation will have a material effect on its financial condition or results of operations.

In addition, the Company is involved in various other legal proceedings arising in the normal course of business. Based on current information, the Company does not expect that the ultimate resolution of pending and threatened legal proceedings, including the environmental matter described above, will have a material adverse effect on its financial condition, results of operations or cash flows.

ITEM 2. UNREGISTERED SALES OF EQUITY SECRUITIES AND USE OF PROCEEDS

In October 2003, the Board of Directors authorized the Company to repurchase up to two million shares of the Company’s common stock on the open market. Expected uses for repurchased shares include the funding of benefit programs including stock options, restricted stock and 401(k) matching. Shares purchased will be treated as treasury shares until used for such purposes. The repurchase program will be funded using the Company’s working capital. Through the end of the third quarter of 2004, no shares have been purchased under this program.

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ITEM 6. EXHIBITS

Exhibit Number:

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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.

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