FORM SC 13G
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2*
NORDSON CORPORATION
(Name of Issuer)
COMMON SHARES, WITHOUT PAR VALUE
(Title of Class of Securities)
655663 10 2
(CUSIP Number)
December 9, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d - 1(b)
þ Rule 13d - 1(c)
o Rule 13d - 1(d)
*The remainder of this cover page shall be filled out for a reporting persons initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed
for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject
to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
655663 10 2 |
13G |
Page |
|
2 |
|
of |
|
5 |
|
Pages |
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Jennifer A. Savage |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP N/A
|
|
(a) o |
|
(b) o |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
United States of America |
|
|
|
|
|
5 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
1,132,144 |
|
|
|
|
SHARES |
6 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
896,354 |
|
|
|
|
EACH |
7 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
1,132,144 |
|
|
|
|
WITH |
8 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
896,354 |
|
|
|
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
2,028,498 |
|
|
|
10 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
|
|
|
o |
|
|
|
11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
|
|
|
5.9% |
|
|
|
12 |
|
TYPE OF REPORTING PERSON |
|
|
|
IN |
2
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
655663 10 2 |
13G |
Page |
|
3 |
|
of |
|
5 |
|
pages |
SCHEDULE 13G
Item 1(a). Name of Issuer: Nordson Corporation
Item 1(b). Address of Issuers Principal Executive Offices:
28601 Clemens Road
Westlake, Ohio 44145
Item 2(a). Name of Person Filing: Jennifer A. Savage
Item 2(b). Address of Principal Business Office or, if none, Residence:
3900 Key Center
127 Public Square
Cleveland, Ohio 44114-1291
Item 2(c). Citizenship: United States of America
Item 2(d). Title of Class of Securities: Common Shares, without par value
Item 2(e). CUSIP Number: 655663 10 2
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), check whether
the person filing is a:
|
|
|
|
|
|
|
|
|
(a)
|
|
o
|
|
Broker or dealer registered under Section 15 of the Act; |
|
|
|
|
|
|
|
|
|
(b)
|
|
o
|
|
Bank as defined in Section 3(a)(6) of the Act; |
|
|
|
|
|
|
|
|
|
(c)
|
|
o
|
|
Insurance company as defined in Section 3(a)(19) of the Act; |
|
|
|
|
|
|
|
|
|
(d)
|
|
o
|
|
Investment company registered under Section 8 of the Investment Company Act of
1940; |
|
|
|
|
|
|
|
|
|
(e)
|
|
o
|
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
|
|
|
|
|
|
|
|
|
(f)
|
|
o
|
|
An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F); |
|
|
|
|
|
|
|
|
|
(g)
|
|
o
|
|
A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G); |
|
|
|
|
|
|
|
|
|
(h)
|
|
o
|
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance
Act; |
|
|
|
|
|
|
|
|
|
(i)
|
|
o
|
|
A church plan that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act; |
|
|
|
|
|
|
|
|
|
(j)
|
|
¨
|
|
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
|
|
|
|
|
|
|
|
|
(k)
|
|
¨
|
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
|
|
|
|
|
|
|
|
|
If filing as a non-U.S. institution in accordance with
Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: |
3
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
655663 10 2 |
13G |
Page |
|
4 |
|
of |
|
5 |
|
pages |
Item 4. Ownership:
|
(a) |
|
Amount beneficially owned: 2,028,498* |
|
|
(b) |
|
Percent of class: 5.9% (Calculated based upon 34,104,699 Common Shares issued and
outstanding as of July 31, 2008, as set forth in the Issuers Form 10-Q filed on September 8,
2008.) |
|
|
(c) |
|
Number of shares as to which such person has: |
|
(i) |
|
Sole power to vote or to direct the vote: 1,132,144 |
|
|
(ii) |
|
Shared power to vote or to direct the vote: 896,354 |
|
|
(iii) |
|
Sole power to dispose or to direct the disposition of: 1,132,144 |
|
|
(iv) |
|
Shared power to dispose or to direct the disposition of: 896,354 |
*The number of Common Shares shown above as beneficially owned by Jennifer A. Savage
includes the following Common Shares: (1) 132,144 Common Shares owned by the Eric
Nord & Jane Nord Grandchildren Trusts dated 12/9/93, of which Jennifer A. Savage is
the sole trustee, (2) 881,268 Common Shares owned by the Eric T. Nord Main Trust
dated 04/1/03, of which Jennifer A. Savage is a co-trustee, (3) 15,086 Common Shares
owned by the Emily Nord & TK McClintock Trust dated 12/19/02, of which Jennifer A.
Savage is a co-trustee, and (4) 1,000,000 Common Shares owned by the Jane B. Nord
Grantor Retained Annuity Trust dated 12/10/08, of which Jennifer A. Savage is the
sole trustee.
Item 5. Ownership of Five Percent or Less of a Class: Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Jennifer A. Savage and Jane B. Nord serve as co-trustees of the Eric T. Nord Main
Trust dated 04/1/03 with respect to 881,268 of the Common Shares covered by this
Schedule and may be deemed to have shared voting power and shared investment power
with respect to all of these shares. Jennifer A. Savage and Virginia N. Barbato serve
as co-trustees of the Emily Nord & TH McClintock Trust dated 12/19/02 with respect to
15,086 of the Common Shares covered by this Schedule and may be deemed to have shared
voting power and shared investment power with respect to all of these shares.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person: Not Applicable.
Item 8. Identification and Classification of Members of the Group: Not Applicable.
Item 9. Notice of Dissolution of Group: Not Applicable.
Item 10. Certifications:
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
4
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
655663 10 2 |
13G |
Page |
|
5 |
|
of |
|
5 |
|
pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
|
|
|
|
|
December 16, 2008 |
|
|
|
Date |
|
|
|
|
|
/s/ Jennifer A. Savage |
|
|
|
Signature |
|
|
|
|
|
Jennifer A. Savage, Trustee |
|
|
|
|
Name and Title |
5