-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OlGhNzLrTJIUDvGK9Z9v2h4PUd7RL78dOyCGDYzSbt/8+C6mE5yPUHNuUsJepdPL fQA0xvFU4ORSDHFqZhP9bg== 0000950116-96-000574.txt : 19960626 0000950116-96-000574.hdr.sgml : 19960626 ACCESSION NUMBER: 0000950116-96-000574 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960625 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUNT MANUFACTURING CO CENTRAL INDEX KEY: 0000049146 STANDARD INDUSTRIAL CLASSIFICATION: PENS, PENCILS & OTHER ARTISTS' MATERIALS [3950] IRS NUMBER: 210481254 STATE OF INCORPORATION: PA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08044 FILM NUMBER: 96585518 BUSINESS ADDRESS: STREET 1: 230 S BROAD ST CITY: PHILADELPHIA STATE: PA ZIP: 19102 BUSINESS PHONE: 2157327700 MAIL ADDRESS: STREET 1: 230 S BROAD STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended Commission File December 3, 1995 No. 1-8044 HUNT MANUFACTURING CO. (Registrant) Pennsylvania 21-0481254 - ---------------------------- --------------------------------- (State of incorporation) (IRS Employer Identification No.) One Commerce Square 2005 Market Street Philadelphia, PA 19103-7085 - ---------------------------------------- --------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (215)656-0300 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class: on which registered: -------------------- ------------------------ Common Shares, par value $.10 per share New York Stock Exchange Rights to Purchase Series A Junior New York Stock Exchange Participating Preferred Stock Securities registered pursuant to Section 12(g) of the Act: None 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 and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------- --------- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X -------- The aggregate market value of the registrant's Common Shares (its only voting stock) held by non-affiliates of the registrant as of February 2, 1996 was approximately $167,000,000. (Reference is made to p.13 herein for a statement of the assumptions upon which this calculation is based.) The number of shares of the registrant's Common Shares outstanding as of February 2, 1996 was 10,964,644. DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the registrant's 1996 definitive proxy statement relating to its April 1995 Annual Meeting of Shareholders (which proxy statement was filed with the Commission within 120 days after the end of the registrant's last fiscal year) are incorporated by reference into Part III of this report. AMENDMENT TO 1994 FORM 10-K Pursuant to General Instruction F to Form 10-K and Rule 15d-21 under the Securities Exchange Act of 1934, Hunt Manufacturing Co.'s Annual Report on Form 10-K for the fiscal year ended December 3, 1995 is hereby amended to include the attached financial statements described in amended Item 14(a)(1)(B) below required by Form 11-K with respect to the Hunt Manufacturing Co. Savings Plan for the Plan's fiscal year ended December 31, 1995. The Savings Plan is subject to the Employee Retirement Income Security Act of 1974. Item 14 as amended provides in its entirety as follows: Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) Documents Filed as a part of the Report 1. Financial Statements: A. The Company and subsidiaries: Pages Report of Independent Accountants F-1 Consolidated Statements of Income for the fiscal years 1995, 1994 and 1993 F-2 Consolidated Balance Sheets, December 3, 1995 and November 27, 1994 F-3 Consolidated Statements of Stockholders' Equity for the fiscal years 1995, 1994 and 1993 F-4 Consolidated Statements of Cash Flows for the fiscal years 1995, 1994 and 1993 F-5 Notes to Consolidated Financial F-6-27 Statements B. The Savings Plan: Report of Independent Accountants PF-1 -2- Pages Statements of Net Assets Available for Benefits, with Fund Information as of December 31, 1995 and 1994 PF-2-3 Statements of Changes in Net Assets Available for Benefits, with Fund Information for the years ended December 31, 1995, 1994 and 1993 PF-4-6 Notes to Financial Statements PF-7-16 2. Financial Statement Schedules: II. Valuation and Qualifying Accounts for the fiscal years 1995, 1994 and 1993 F-28 All other schedules not listed above have been omitted, since they are not applicable or are not required, or because the required information is included in the consolidated financial statements or notes thereto. Individual financial statements of the Company have been omitted, since the Company is primarily an operating company and any subsidiary companies included in the consolidated financial statements are directly or indirectly wholly-owned and are not indebted to any person, other than the parent or the consolidated subsidiaries, in an amount which is material in relation to total consolidated assets at the date of the latest balance sheet filed, except indebtedness incurred in the ordinary course of business which is not overdue and which matures in one year. 3. Exhibits: (3) Articles of incorporation and bylaws: (a) Restated Articles of Incorporation, as amended (composite) (incorp. by ref. to Ex. 4(a) to Reg. Stmt. No. 33-57105 on Form S-8) (reference also is made to Exhibit 4(b) below for the Designation of Powers, Preferences, Rights and Qualifications of Preferred Stock). -3- (b) By-laws, as amended (incorp. by ref. to Ex. 3(b) to Form 10-Q for quarter ended May 28, 1995. (4) Instruments, defining rights of security holders, including indentures:* (a) Credit Agreement dated December 19, 1995, between the Company and NationsBank, N.A. (incorp. by ref. to Ex. 9(b) to the Company's Schedule 13E-4 filed with the SEC on December 21, 1995 (the "1995 Schedule 13E-4"); (2) Amendment dated as of February 1, 1996 to Credit Agreement (filed herewith); and (3) Amendment dated as of February 26, 1996 to Credit Agreement (incorp. by ref. Ex. 4(a) to fiscal 1995 Form 10-K). (b) Rights Agreement dated as of August 8, 1990 (including as Exhibit A thereto the Designation of Powers, Preferences, Rights and Qualifications of Preferred Stock) between the Company and Mellon Bank (East), N.A. as original Rights Agent. (incorp. by ref. to Exhibit 4.1 to August, 1990 Form 8-K) and Assignment and Assumption Agreement dated December 2, 1991 with American Stock Transfer and Trust Company, as successor Rights Agent (incorp. by ref. to Exhibit 4(d) to fiscal 1991 Form 10-K). Miscellaneous long-term debt instruments and credit facility agreements of the Company, under which the underlying authorized debt is equal to less than 10% of the total assets of the Company and its subsidiaries on a consolidated basis, may not be filed as exhibits to this report. The Company agrees to furnish to the Commission, upon request, copies of any such unfiled instruments. -4- (10) Material contracts: (a) Lease Agreement dated June 1, 1979 and First Supplemental Lease Agreement dated as of July 31, 1994 between the Iredell County Industrial Facilities and Pollution Control Financing Authority and the Company (incorp. by ref. to Ex. 10(a) to fiscal 1994 Form 10-K). (b) 1978 Stock Option Plan, as amended, of the Company (incorp. by ref. to Ex. 28(a) to Reg. Stat. No. 33-25947 on Form S-8).** (c) 1983 Stock Option and Stock Grant Plan, as amended, of the Company (incorp. by. ref. to Ex. 10(c) to fiscal 1995 Form 10-K).** (d) 1993 Stock Option and Stock Grant Plan of the Company, as amended, (incorp. by ref. to Ex. 10(d) to fiscal 1995 Form 10-K).** (e) 1988 Long-Term Incentive Compensation Plan of the Company (incorp. by ref. to Ex. 10(e) to fiscal 1994 Form 10-K).** (f) Form of Stock Grant Agreement between the Company and Messrs. Carney, Chandler, O'Meara, and Precious (incorp. by ref. to Exhibit 10(f) to fiscal 1995 Form 10-K).** (g) 1994 Non-Employee Directors' Stock Option Plan (incorp. by ref. to Ex. 10(f) to fiscal 1993 Form 10-K).** (h) Loan and Security Agreement dated January 31, 1984, as amended, between the Company and Ronald J. Naples (incorp. by ref. to Ex. 10(g) to fiscal 1994 Form 10-K).** (i) Loan and Security Agreement dated April 20, 1988 between the Company and Robert B. Fritsch (incorp. by ref. to Ex. 10(h) to fiscal 1994 Form 10-K).** -5- (j) (1) Form of Change in Control Agreement between the Company and various officers of the Company (incorp. by ref. to Ex. 10(i) to fiscal 1994 Form 10-K) and (2) list of executive officers who are parties (incorp. by ref. to Exhibit 10(j) to fiscal 1995 Form 10-K).** (k) Employment-Severance Agreement between the Company and William E. Chandler (incorp. by ref. to Ex. 10(j) to fiscal 1993 Form 10-K).** (l) (1) Supplemental Executive Benefits Plan of the Company, effective April 16, 1992, and (2) related Amended and Restated Trust Agreement, effective February 17, 1993 (incorp. by ref. to Ex. 10(j) to fiscal 1992 Form 10-K).** (m) Employment-Severance arrangements with Robert B. Fritsch (incorp. by ref. to Exhibit 10(m) to fiscal 1995 Form 10-K).** (n) Transition Agreement dated June 13, 1995 between the Company and Ronald J. Naples (incorp. by ref. to Form 10-Q for quarter ended September 3, 1995).** (o) Stock Purchase Agreement dated December 19, 1995 between the Company and Mary F. Bartol (incorp. by ref. to Exhibit 9(c) to the 1995 Schedule 13E-4). (11) Statement re: computation of per share earnings (incorp. by ref. to Ex. 11 to fiscal 1995 Form 10-K). (21) Subsidiaries (incorp. by ref. to Ex. 21 to fiscal 1993 Form 10-K). (23) (a) Consent of Coopers & Lybrand L.L.P. to incorporation by reference, in Registration Statement No.s 33-70660, 33-25947, 33-6359, 2-83144, 33-57105 and 33-57103 on Form S-8, of their report on the consolidated financial statements and schedules included in this report (incorp. by ref. to Ex. 23 to fiscal 1995 Form 10-K). -6- (b) Consent of Coopers & Lybrand, L.L.P. to incorporation by reference, in Registration Statement Nos. 33-6359 and 33-57103 on Form S-8, of their report on the financial statements related to the Savings Plan included with this report as amended (filed herewith). (27) Financial Data Schedule (incorp. by ref. to Ex. 27 to Fiscal 1995 Form 10-K). - ---------------- * Reference also is made to (i) Articles 5th, 6th, 7th and 8th of the Company's composite Articles of Incorporation (Ex. 3(a) to this report), and (ii) to Sections 1, 7 and 8 of the Company's By- laws (Ex. 3 (b) to this report). ** Indicates a management contract or compensatory plan or arrangement. (b) Reports on Form 8-K The Company did not file any reports on Form 8-K during the last quarter of the fiscal year covered by this report. ---------------------------- SIGNATURES Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. HUNT MANUFACTURING CO. Dated: June 20, 1996 By: --------------------------------- Donald L. Thompson Chairman of the Board, President and Chief Executive Officer By: --------------------------------- William E. Chandler Senior Vice President, Finance (Principal Financial and Accounting Officer) -7- REPORT OF INDEPENDENT ACCOUNTANTS To the Administrative Committee of Hunt Manufacturing Co.: We have audited the accompanying statements of net assets available for benefits of Hunt Manufacturing Co. Savings Plan as of December 31, 1995 and 1994, and the related statements of changes in net assets available for benefits for the years ended December 31, 1995, 1994 and 1993. These financial statements are the responsibility of the Administrative Committee. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1995 and 1994 and the changes in net assets available for benefits for the years ended December 31, 1995, 1994 and 1993, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules (unbound) of Assets Held for Investment Purposes and Reportable Transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statement of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. COOPERS & LYBRAND L.L.P. 2400 Eleven Penn Center Philadelphia, Pennsylvania May 13, 1996 PF-1 HUNT MANUFACTURING CO. SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION December 31, 1995
Participant Directed ---------------------------------------------------------------------- Balanced Blended Select Ultra ASSETS Fund GIC Trust Fund Fund ---- --------- ---- ---- Investments at fair value (Note 2): Balanced Fund, 133,676 units at $16.99/unit (cost $2,120,065) $2,271,160 Bankers Trust Pyramid GIC Fund 4,758,898 units at $1.00/ unit (cost $4,758,898) $4,758,898 Guaranteed Investment Contracts 19,713 Select Fund, 93,809 units at $356.62/unit (cost $3,644,607) $3,341,467 Hunt Manufacturing Co., 186,913 shares at $17.375/share (cost $2,878,173) Ultra Fund, 194,575 units at $26.11/unit (cost $4,001,097) $5,080,348 Value Fund, 37,893 units at $5.90/unit (cost $226,784) Participant loans (cost $0) Cash Receivables: Employer's contribution 4,871 9,571 8,360 10,029 Participants' contribution 23,480 47,195 40,659 51,689 Interest - 21,110 - - ---------- ---------- ---------- ---------- Total assets $2,299,511 $4,856,487 $3,390,486 $5,142,066 LIABILITIES - - - - ---------- ---------- ---------- ---------- Net attest available for benefits $2,299,511 $4,856,487 $3,390,486 $5,142,066 ========== ========= ========= ==========
Non- Participant Participant Directed Directed ------------------------------------------ -------- Stock Value Participant Stock ASSETS Fund Fund Loans Fund Total ---- ----- ----------- -------- ---------- Investments at fair value (Note 2): Balanced Fund, 133,676 units at $16.99/unit (cost $2,120,065) $ 2,271,160 Bankers Trust Pyramid GIC Fund 4,758,898 units at $1.00/ unit (cost $4,758,898) 4,758,898 Guaranteed Investment Contracts 19,713 Select Fund, 93,809 units at $356.62/unit (cost $3,644,607) 3,341,467 Hunt Manufacturing Co., 186,913 shares at $17.375/share (cost $2,878,173) $1,166,539 $2,081,269 3,247,808 Ultra Fund, 194,575 units at $26.11/unit (cost $4,001,097) 5,080,348 Value Fund, 37,893 units at $5.90/unit (cost $226,784) $223,572 223,572 Participant loans (cost $0) $618,103 618,103 Cash 73 73 Receivables: Employer's contribution 2,518 36,003 Participants' contribution 11,661 654 178,499 Interest 3,815 21,110 ---------- ------- -------- ----------- Total assets 1,180,791 228,041 618,103 2,081,269 19,796,754 LIABILITIES - - - - - ---------- -------- -------- ---------- ----------- Net assets available for benefits $1,180,791 $228,041 $618,103 $2,081,269 $19,796,754 ========== ======= ======== ========== ===========
The accompanying notes are an integral part of the financial statements. PF-2 HUNT MANUFACTURING CO. SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION December 31, 1994
Participant Directed ---------------------------------------------------------------------- Balanced Blended Select Ultra ASSETS Fund GIC Trust Fund Fund ---- --------- ---- ---- Investments at fair value (Note 2): Balanced Fund, 119,852 units at $15.27/unit (cost $1,857,046) $1,830,133 Bankers Trust Pyramid GIC Fund 3,873,304 units at $1.00/ unit (cost $3,873,304) $3,873,304 Guaranteed Investment Contracts 101,022 Select Fund, 75,607 units at $33.10/unit (cost $3,007,613) $2,502,585 Hunt Manufacturing Co., 199,123 shares at $13.50/share (cost $3,097,122) Ultra Fund, 165,147 units at $19.95/unit (cost $3,109,808) $3,294,681 Participant loans (cost $0) Cash Receivables: Employer's contribution 4,363 6,662 6,790 8,594 Participants' contribution 21,498 31,651 32,304 41,060 Interest 15,039 ---------- ---------- ---------- ---------- Total assets $1,855,994 $4,027,678 $2,541,679 $3,344,335 LIABILITIES - - - - Net assets available for benefits $1,855,994 4,027,678 2,541,679 $3,344,335 ========== ========= ========= ==========
Non- Participant Participant Directed Directed --------------------------- -------- Stock Participant Stock ASSETS Fund Loans Fund Total ---- ----- ---- ----- Investments at fair value (Note 2): Balanced Fund, 119,852 units at $15.27/unit (cost $1,857,046) $ 1,830,133 Bankers Trust Pyramid GIC Fund 3,873,304 units at $1.00/ unit (cost $3,873,304) 3,873,304 Guaranteed Investment Contracts 101,022 Select Fund, 75,607 units at $33.10/unit (cost $3,007,613) 2,502,585 Hunt Manufacturing Co., 199,123 shares at $13.50/share (cost $3,097,122) $1,308,067 $1,380,098 2,688,165 Ultra Fund, 165,147 units at $19.95/unit (cost $3,109,808) 3,294,681 Participant loans (cost $0) $13,057 13,057 Cash 29,936 29,936 Receivables: Employer's contribution 2,978 29,387 Participants' contribution 17,582 144,095 Interest 15,039 ---------- ------- ---------- ----------- Total assets 1,358,563 13,057 1,380,098 14,521,404 LIABILITIES - - - Plan equity $1,358,563 $13,057 $1,380,098 $14,521,404 ========= ====== ========= ==========
The accompanying notes are an integral part of the financial statements. PF-3 HUNT MANUFACTURING CO. SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION for the year ended December 31, 1995
Participant Directed ---------------------------------------------------------------------- Balanced Blended Select Ultra ADDITIONS Fund GIC Trust Fund Fund ---- --------- ---- ---- Investment income: Dividends $ 192,784 $ 410,693 $ 237,926 Interest $ 219,697 Contributions: Participants' 294,985 564,737 499,037 628,296 Employer's 56,260 108,456 96,930 110,024 Net appreciation (depreciation) in fair value of assets 196,236 173,997 1,056,051 --------- ---------- ---------- ---------- Total additions 740,265 892,890 1,180,657 2,032,297 --------- ---------- ---------- ---------- DEDUCTIONS Benefits paid to participants (200,865) (314,596) (133,686) (192,718) Management fees (2,340) (6,012) (2,722) (1,243) Forfeitures (1,792) (1,169) (293) (1,060) --------- ---------- ---------- ---------- Total deductions (204,997) (321,777) (136,701) (195,021) --------- ---------- ---------- ---------- Interfund transfers (91,751) 257,696 (195,149) (39,545) --------- ---------- ---------- ---------- Net increase (decrease) 443,517 828,809 848,807 1,797,731 Net assets available for benefits: Beginning of year 1,855,994 4,027,678 2,541,679 3,344,335 --------- ---------- ---------- ---------- End of year $2,299,511 $4,856,487 $3,390,486 $5,142,066 ========== ========== ========== ==========
Non- Participant Participant Directed Directed ------------------------------------------ -------- Stock Value Participant Stock ASSETS Fund Fund Loans Fund Total ---- ----- ----------- -------- ---------- Investment income: Dividends $ 36,130 $ 19,480 $ 45,045 $ 942,058 Interest $ 30,520 250,217 Contributions: Participants' 204,376 14,818 2,206,249 Employer's 35,944 2,360 324,742 734,716 Net appreciation (depreciation) in fair value of assets 339,024 (2,829) 465,047 2,227,526 --------- ---------- ---------- ---------- ---------- Total additions 615,474 33,829 30,520 834,834 6,360,766 --------- ---------- ---------- ---------- ---------- DEDUCTIONS Benefits paid to participants (122,525) (9,955) (94,092) (1,068,437) Management fees (239) (109) (12,665) Forfeitures (4,314) --------- ---------- ---------- ---------- ------------ Total deductions (122,764) (109) (9,955) (94,092) (1,085,416) --------- ---------- ---------- ---------- ------------ Interfund transfers (670,482) 194,321 584,481 (39,571) --------- ---------- ---------- ---------- ----------- Net increase (decrease) (177,772) 228,041 605,046 701,171 5,275,350 Net assets available for benefits: Beginning of year 1,358,563 13,057 1,380,098 14,521,404 --------- ---------- ---------- ---------- ----------- End of year $1,180,791 $ 228,041 $ 618,103 $2,081,269 $19,796,754 ========== ========== ========== ========== ===========
The accompanying notes are an integral part of the financial statements. PF-4 HUNT MANUFACTURING CO. SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION for the year ended December 31, 1994
Participant Directed -------------------------------------------------------------------------- Balanced Blended Select Ultra ADDITIONS Fund GIC Trust Fund Fund ---- --------- ---- ---- Additions: Investment income: Dividends $ 81,007 $ 217,365 $ 102,719 Interest $ 298,043 Contributions: Participants' 309,396 519,093 492,066 619,828 Employer's 59,081 103,808 97,485 115,132 ---------- ---------- ---------- ---------- Total additions 449,484 920,944 806,916 837,679 ---------- ---------- ---------- ---------- DEDUCTIONS Deductions: Benefits paid to participants (84,315) (286,395) (149,565) (152,833) Net depreciation in fair value of investments (79,401) (427,401) (210,578) Forfeitures (4,456) ---------- ---------- ---------- ---------- Total deductions (163,716) (290,851) (576,966) (363,411) ---------- ---------- ---------- ---------- Interfund transfers (265,718) 183,269 (101,655) (893) ---------- ---------- ---------- ---------- Net increase 20,050 813,362 128,295 473,375 Net assets available for benefits: Beginning of year 1,835,944 3,214,316 2,413,384 2,870,960 ---------- ---------- ---------- ---------- End of year $1,855,994 $4,027,678 $2,541,679 $3,344,335 ========== ========== ========== ==========
Non- Participant Participant Directed Directed ----------------------------- -------- Stock Participant Stock ADDITIONS Fund Loans Fund Total --------- ---- ----- ---- ----- Additions: Investment income: Dividends $ 29,828 $ 35,079 $ 465,998 Interest $ 748 298,791 Contributions: Participants' 213,602 2,153,985 Employer's 37,003 309,064 721,573 ---------- ------- ---------- ----------- Total additions 280,433 748 344,143 3,640,347 ---------- ------- ---------- ----------- DEDUCTIONS Deductions: Benefits paid to participants (73,642) (51,751) (798,501) Net depreciation in fair value of investments (181,118) (240,210) (1,138,708) Forfeitures (4,456) ---------- ------- ---------- ----------- Total deductions (254,760) (291,961) (1,941,665) ---------- ------- ---------- ----------- Interfund transfers 178,207 6,790 ---------- ------- ---------- ----------- Net increase 203,880 7,538 52,182 1,698,682 Net assets available for benefits: Beginning of year 1,154,683 5,519 1,327,916 12,822,722 ---------- ------- ---------- ----------- End of year $1,358,563 $13,057 $1,380,098 $14,521,404 ========== ======= ========== ===========
The accompanying notes are an integral part of the financial statements. PF-5 HUNT MANUFACTURING CO. SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION for the year ended December 31, 1993
Participant Directed --------------------------------------------------------------------------------------- Balanced Blended Select Ultra Stock Fund GIC Trust Fund Fund Fund ---- --------- ---- ---- ---- ADDITIONS Additions: Investment income: Net appreciation in fair value of investments $ 58,304 $ 4,345 $ 412,252 $ 142,225 Dividends 48,307 363,702 28,395 Interest $ 193,226 Contributions: Participants' 316,174 530,729 426,693 505,300 206,041 Employer's 63,110 104,855 88,112 95,340 35,938 --------- --------- --------- --------- -------- Total additions 485,895 828,810 882,852 1,012,892 412,599 --------- --------- --------- --------- -------- DEDUCTIONS Deductions: Benefits paid to participants (72,387) (428,671) (153,685) (96,262) (9,656) Forfeitures (3,174) --------- --------- --------- --------- -------- Total deductions (72,387) (431,845) (153,685) (96,262) (9,656) --------- --------- --------- --------- -------- Interfund transfers 1,411,784 2,739,656 1,672,939 1,929,267 (417,622) --------- --------- --------- --------- -------- Net increase before asset transfer from the Seal Products, Inc. Savings Plan for the Naugatuck, Connecticut Bargaining Unit 1,825,292 3,136,621 2,402,106 2,845,897 (14,679) Transfer of net assets from Seal Products, Inc. Savings Plan for the Naugatuck, Connecticut Bargaining Unit (see Note 8) 10,652 77,695 11,278 25,063 626 --------- --------- --------- --------- -------- Net increase (decrease) 1,835,944 3,214,316 2,413,384 2,870,960 (14,053) Net assets available for benefits: Beginning of year 1,168,736 --------- --------- --------- --------- -------- End of year $1,835,944 $3,214,316 $2,413,384 $2,870,960 $1,154,683 ========== ========== ========== ========== ==========
Non- Participant Participant Directed Directed --------------------------------------------------- -------- Income Equity Participant Stock Fund Fund Loans Fund Total ---- ---- ----- ---- ----- ADDITIONS Additions: Investment income: Net appreciation in fair value of investments $ 176,171 $ 793,297 Dividends 28,805 469,209 Interest $ 525 193,751 Contributions: Participants' 1,984,937 Employer's 300,603 687,958 ---------- ---------- ----- ---------- --------- Total additions 525 505,579 4,129,152 ---------- ---------- ----- ---------- --------- DEDUCTIONS Deductions: Benefits paid to participants (63,825) (824,486) Forfeitures (3,174) ---------- ---------- ----- ---------- --------- Total deductions (63,825) (827,660) ---------- ---------- ----- ---------- --------- Interfund transfers (5,405,275) (1,935,743) 4,994 ---------- ---------- ----- ---------- --------- Net increase before asset transfer from the Seal Products, Inc. Savings Plan for the Naugatuck, Connecticut Bargaining Unit (5,405,275) (1,935,743) 5,519 441,754 3,301,492 Transfer of net assets from Seal Products, Inc. Savings Plan for the Naugatuck, Connecticut Bargaining Unit (see Note 8) 125,314 ---------- ---------- ----- ---------- Net increase (decrease) (5,405,275) (1,935,743) 5,519 $ 441,754 3,426,806 ---------- ---------- ----- ---------- --------- Net assets available for benefits: Beginning of year 5,405,275 1,935,743 886,162 9,395,916 ---------- ---------- ----- End of year - - $5,519 $1,327,916 $12,822,722 ========== ========== ===== ========== ===========
The accompanying notes are an integral part of the financial statements. PF-6 HUNT MANUFACTURING CO. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS _______ 1. Description of Plan: The following provides a description of the Hunt Manufacturing Co. Savings Plan (Plan). General: The Plan is a defined contribution plan which provides individual accounts for each participant. The Plan is designed to comply with the requirements of the Employee Retirement Income Security Act of 1974, as amended (ERISA) and with the requirements of Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (Code). Eligibility and Participation: Generally, all active associates (i. e. employees including officers) of Hunt Manufacturing Co. (Company) and of any other participating company are eligible to participate in the Plan upon meeting the applicable service requirements. Leased employees, non-resident aliens and associates who are covered by a collective bargaining agreement to which the Company or any participating company is a party (unless the collective bargaining agreement specifically or otherwise provides) are not eligible to participate in the Plan. Associates who work in full-time, temporary positions as part of an undergraduate or graduate degree program, college students enrolled in a degree program or high school graduates matriculating in a degree program who assume temporary employment with a participating company during the summer months, and associates who are hired for a specific length of time of no more than 18 consecutive months are eligible to participate in the Plan, but only if such associates complete a minimum of 1,000 hours of service during the plan year. Bargaining unit employees of Seal Products Incorporated became eligible to participate in the Plan effective January 1, 1993 as a result of the merger into the Plan of the Seal Products Incorporated Savings Plan for the Naugatuck, Connecticut Bargaining Unit effective January 1, 1993 (see Note 8). Eligible associates who have completed at least one year of service, as of any January 1, April 1, July 1, or October 1 are eligible to participate in the Associate Pre-Tax Contribution and Matching Contribution portions of the Plan. Effective January 1, 1995, certain officers and directors became ineligible for matching contributions. Eligible associates, other than certain officers and directors who have completed at least two consecutive years of service, as of any December 1, are eligible for participation in the Basic Contribution portion of the Plan provided such eligible associate is employed by a participating company on December 1 of the plan year for which the Basic Contribution is being made. Continued PF-7 NOTES TO FINANCIAL STATEMENTS, Continued _______ 1. Description of Plan, continued: Contributions: Contributions to the Plan are made by the Company and other participating companies on their own behalf, and in the case of Associate Pre-Tax Contributions, on behalf of the participants whose salaries have been reduced. Subject to the limitations of the Plan and the Code, participants may authorize the Company and other participating companies to withhold each year up to 15% (prior to January 1, 1993 the limit was 10%) of their annual pre-tax compensation (i. e., compensation excluding taxable employee benefits of any kind but including Associate Pre-Tax Contributions and participant salary reduction contributions to a cafeteria plan under Section 125 of the Code) for Associate Pre-Tax Contributions to the Plan but not to exceed a Code limit adjusted annually for inflation ($8,994 for 1993, $9,240 for 1994 and 1995). The Company and other participating companies, in turn, will make Matching Contributions on behalf of participants equal to $.25 for each $1.00 of Associate Pre-Tax Contributions up to 6% of the participant's pre-tax compensation for each year subject to the limitations of the Plan and the Code. The Company also may make an annual Basic Contribution of up to 1% of the base rate of pay (90% of the base rate of pay of salesmen, 100% of the base rate for other associates) on behalf of eligible associates, except for certain officers and directors, whether or not such associates make contributions to the Plan. The associate's base rate of pay is the associate's annual compensation determined as of June 1 of any plan year, excluding overtime, bonuses, cash awards and stock awards under the Company's Long-Term Incentive Plan, and taxable employee benefits of any kind but including Associate Pre-Tax Contributions and participant salary reduction contributions to a cafeteria plan under Section 125 of the Code. In no event may the annual compensation of any participant taken into account under the Plan exceed a Code limit adjusted annually for inflation ($235,840 for 1993 and $150,000 for 1994 and 1995). Such Basic Contributions can only be invested in the Stock Fund and are not transferable to other funds. In order to receive a Basic Contribution for a given plan year, a participant must be employed by a participating company on December 1 of such plan year. Associate Pre-Tax Contributions are contributed to the Plan within 30 days following the pay period or 30 days following the end of the plan year for which such contributions are being made, whichever is earlier, and Matching Contributions and Basic Contributions are contributed to the Plan no later than the due date, including any extensions, for the filing of the Company's federal tax return for the taxable year which includes the last day of the plan year for which such contributions are being made. Participants may also make rollover contributions to the Plan of qualifying distributions from other qualified plans. Continued PF-8 NOTES TO FINANCIAL STATEMENTS, Continued _______ 1. Description of Plan, continued: Vesting: A participant's Associate Pre-Tax Contributions (and the earnings thereon) and Basic Contributions (and the earnings thereon) are always 100% vested and nonforfeitable. If, while in the service of the Company or any other participating company, a participant attains age 65, becomes permanently and totally disabled, or dies, the full value of the Matching Contributions (and the earnings less any losses thereon) allocated to such participant's accounts becomes vested in the participant (or in such participant's successor in the event of death) and is nonforfeitable. Prior to the occurrence of such an event, the value of the Matching Contributions (and the earnings less any losses thereon) will vest in a participant, based on such participant's years of service for vesting (years in which a participant completes 1,000 or more hours of service commencing with the date of hire), as indicated in the following table: Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% If a participant terminates employment for reasons other than death, total disability or retirement, the person is not fully vested and the present value of his or her vested account balance does not exceed $3,500, or if it does exceed $3,500, his or her vested account balance is distributed to such separated participant at his or her request, the participant forfeits the nonvested balance in his or her account upon distribution of his or her entire vested account balance. In such case, if the participant is re-employed, he or she may repay the amount distributed to him or her before he or she incurs five consecutive one- year breaks in service, and his or her account will be restored. If the terminated participant's vested account balance exceeds $3,500 and such participant does not consent to the immediate distribution of his or her vested account balance, the participant forfeits the nonvested balance upon his or her incurring five consecutive one-year breaks in service. Withdrawals and Distributions: Distributions are made according to the vested interest to which participants are entitled upon retirement, termination, death or disability. Upon retirement, the participant's vested interest will be distributed in one lump sum payment, in cash, unless the participant elects to receive that portion invested in the Stock Fund in whole shares of common stock or in any combination of stock and cash. A participant may also withdraw any portion of his or her vested account balances after he or she attains age 59-1/2. Otherwise, withdrawals before termination of employment are allowed only in cases of hardship as determined in accordance with the terms of the Plan. Continued PF-9 NOTES TO FINANCIAL STATEMENTS, Continued _______ 1. Description of Plan, continued: Disposition of Forfeitures: Forfeitures of Matching Contributions resulting from the termination of participants with less than fully vested rights under the Plan shall be applied to restore forfeitures and then to reduce Matching Contributions to the Plan. Plan Amendment and Termination: Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan. In the event of Plan termination, the net assets of the Plan will be distributed to Plan participants and beneficiaries in proportion to their respective account balances which will be fully vested as a result of such termination. The Company may also amend the Plan at any time, subject to certain restrictions. 2. Summary of Significant Accounting Policies: Basis of Accounting The accompanying financials are prepared on the accrual basis of accounting. Investment Valuation: The common stock of Hunt Manufacturing Co. is stated at fair value, which represents the closing price of the stock as listed on the New York Stock Exchange on the last trading day of the plan year. Investments in the Twentieth Century Investors, Inc., Balanced, Bankers Trust Pyramid GIC, Select, Ultra and Value Funds are stated at the unit value published as of the end of the plan year. The Blended GIC Trust includes Guaranteed Investment Contracts which are stated at cost plus accrued interest. Based on available information at December 31, 1995, 1994 and 1993, the Company believes that the fair value of the Guaranteed Investment Contracts is not significantly different from cost plus accrued interest. Investments in the Equity Fund are stated at the unit value published by the fund as of the end of the plan year. Investment Income: Dividend income is recorded on the ex-dividend date. Income from other investments is recorded as earned on the accrual basis. Continued PF-10 NOTES TO FINANCIAL STATEMENTS, Continued _______ 2. Summary of Significant Accounting Policies, continued: Purchases and sales of securities are reflected on a trade- date basis. Gain or loss on sales of securities is based on average cost. The Plan presents in the statements of changes in net assets the net appreciation (depreciation) in the fair market value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. Plan Expenses: Administrative expenses of the Plan and brokerage fees relating to purchases within the Stock Fund were paid by the Company for the years ended December 31, 1994 and 1993. Administrative expenses were paid by the Plan for the year ended December 31, 1995. Brokerage fees relating to purchases within the Stock Fund will be paid from the account of the participant to which such purchases relate. Payment of Benefits: Benefits are recorded when paid. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Risks and Uncertainties The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits. Continued PF-11 NOTES TO FINANCIAL STATEMENTS, Continued _______ 3. Investment Program: Contributions to the Plan are invested, as directed by the participants (except for Basic Contributions which are invested in the Non-Participant Directed Stock Fund), in the following funds as described below: (1) Balanced Fund - a fund that uses common stocks and fixed income securities to provide growth opportunities as well as income. The Fund has approximately 60% of its assets in growth stocks and the remainder in fixed income securities. The fixed income portion of the fund is invested in a diversified portfolio of investment-grade bonds with an average weighted portfolio maturity of three to ten years. (2) Blended GIC Trust - is a fixed income fund made up of two different parts. The first part consists of individual Guaranteed Investment Contracts (GIC's) previously purchased by the plan. The second part consists of all new investments which are made in the Bankers Trust Pyramid GIC Fund. The Bankers Trust Pyramid GIC Fund invests primarily in guaranteed investment contracts issued by major financial institutions including banks and life insurance companies. The Blended GIC Trust is a conservative fixed income fund in which principal is protected from market vola- tility. By retaining the individual GIC's and invest- ing in the Bankers Trust Pyramid GIC Fund, the Blended GIC Trust attempts to provide yields that are higher than money market funds and certificates of deposit, as well as to provide a relatively predictable annual return. The annual interest rates are as follows: Net Effective Time of Deposit Annual Interest Rate --------------- -------------------- Funds deposited during 1995 Principally 6.02% to 8.05% through 1996 Funds deposited during 1994 Principally 7.31% to 9.10% through 1995 Funds deposited during 1993 Principally 7.42% to 9.1% through 1994 Continued PF-12 NOTES TO FINANCIAL STATEMENTS, Continued _______ 3. Investment Program, continued: (3) Select Fund - a fund that invests only in stocks that pay dividends. Securities are chosen primarily for their growth potential, however, and return from investment income may not be significant. (4) Ultra Fund - a fund that seeks capital growth over time by investing in companies with accelerating growth trends. (5) Value Fund - a fund that seeks long-term capital growth by investing in securities of well established companies that are believed to be undervalued at the time of purchase. (6) Stock Fund - a fund consisting of common stock of Hunt Manu- facturing Co. purchased in the open market, or directly from the Company. There were 1,771 and 1,371 Plan participants at December 31, 1995 and 1994, respectively, who participated in one or more of the investment funds. At December 31, 1995 and 1994, the number of participants selecting each of the investment funds for their contributions was as follows: 1995 1994 ---- ---- Stock Fund 1,267 1,232 Capital Preservation Fund 666 603 Balanced Fund 431 374 Select Fund 672 594 Ultra Fund 559 549 Value Fund 26 - 4. Participant Loans: Participants may borrow from their fund accounts a minimum of $1,000 and up to a maximum equal to the lesser of $50,000 or 50 percent of their account balance. Loan transactions are treated as a transfer to (from) the investment fund from (to) the Participant Loans Fund. The period of repayment may not exceed five years. Loans are required to be repaid through payroll deductions in equal periodic installments of principal and interest. Loans are required to be collateralized by an assignment of a portion of the participant's interest in his or her account equal to the principal amount of the loan and supported by the participant's collateralized promissory note. The interest rate on a loan is one percentage point above the prime rate as published in The Wall Street Journal Continued PF-13 NOTES TO FINANCIAL STATEMENTS, Continued _______ 4. Participant Loans, continued: on the first business day of the month in which the loan is made. Participant loans mature from April 18, 1996 to June 14, 2001 and bore interest at 9.25% to 11% at December 31, 1995. 5. Reconciliation of Financial Statements to Form 5500: The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 for the years ended December 31, 1995 and 1994:
1995 1994 ---- ---- Net assets available for benefits per the financial statements $19,796,754 $14,521,404 Amounts allocated to withdrawing participants (275,823) (20,035) ----------- ---------- Net assets available for benefits per the Form 5500 $19,520,931 $14,501,369 ==== =========== ===========
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the year ended December 31, 1995:
Benefits paid to participants per the financial statements $1,068,437 Add: Amounts allocated to withdrawing participants at December 31, 1995 275,823 Less: Amounts allocated to withdrawing participants at December 31, 1994 (20,035) ---------- Benefits paid to participants per the Form 5500 $1,324,225 ==========
Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date. 6. Tax Status: The Internal Revenue Service has determined and informed the Company by a letter dated October 27, 1995 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has not been amended since receiving the determination letter. Continued PF-14 NOTES TO FINANCIAL STATEMENTS, Continued _______ 6. Tax Status, continued: The Plan Administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plan's financial statements. 7. Guaranteed Investment Contracts: The cost and fair value of Guaranteed Investment Contracts held by the Plan at December 31, 1995 and 1994 are as follows:
1995 1994 ------------------------------ ------------------------------- Fair Fair Cost Value Cost Value ---- ----- ---- ----- New England Mutual Life Insurance Co. Guaranteed Investment Contracts $19,713 $19,713 $101,022 $101,022 ------- ------- -------- -------- $19,713 $19,713 $101,022 $101,022 ======= ======= ======== ========
8. Transfers of Net Assets to Plan: Effective January 1, 1993 certain employees of the Seal Products Incorporated Savings Plan for the Naugatuck, Connecticut Bargaining Unit became eligible to join the Plan. Accordingly, net assets attributable to the account balances of the eligible employees who participated in the Seal Products Incorporated Savings Plan for the Naugatuck, Connecticut Bargaining Unit prior to January 1, 1993 were transferred to the Plan. The net amount transferred, $125,314, represented the account balances of eligible employees as of December 31, 1992. 9. Change of Investment Manager, Recordkeeper and Trustee: Effective January 1, 1993, the Company engaged Twentieth Century Services, Inc. as investment manager and recordkeeper of the Plan. Accordingly, net assets attributable to the account balances of eligible employees who participated in the Hunt Savings Plan as of December 31, 1992 were transferred to account balances held in trust by Twentieth Continued PF-15 9. Change of Investment Manager, Recordkeeper and Trustee, continued: Century Services, Inc. For a description of the funds offered by Twentieth Century Services, Inc. see Note 3. In connection with the change to Twentieth Century Services, Inc., United States Trust Company of New York became successor Trustee to the Plan. PF-16 Item 27(a) HUNT MANUFACTURING CO. SAVINGS PLAN Schedule of Assets Held for Investment Purposes at December 31, 1995 Pursuant to Item 27(a) Annual Return/Report of Employee Plan Form 5500
Description of Investment ------------------------- Fair Identity of Issuer Shares Type Cost Value ------------------ ------ ------ ---- ----- Hunt Manufacturing Co. 186,913 Common Stock $ 2,878,173 $ 3,247,808 Twentieth Century Investors Funds: Balanced Funds 133,676 Mutual Fund 2,120,065 2,271,160 Bankers Trust Pyramid GIC Fund 4,758,898 Mutual Fund 4,758,898 4,758,898 Select Fund 93,809 Mutual Fund 3,644,607 3,341,467 Ultra Fund 194,575 Mutual Fund 4,001,097 5,080,348 Value Fund 37,893 Mutual Fund 226,784 223,572 New England Mutual Life Insurance Co. -- Guaranteed Investment Contract 19,713 19,713 Participant Loans -- Participant loans with interest rates from 8% to 11% -- 618,103 Cash -- 73 73 ----------- ----------- Total investments $17,649,410 $19,561,142 =========== ===========
Item 27(d) HUNT MANUFACTURING CO. SAVINGS PLAN Schedule of Reportable Transactions, Continued for the year ended December 31, 1995 Reportable Under Section 2520.103-6, (c)(iii) of Department of Labor Reporting Requirements
Number of Transactions Dollar Value ---------------------- ------------------------ Net Gain Description of Security Purchases Sales Purchases Sales (Loss)* ----------------------- --------- ----- --------- ----------- ---------- Twentieth Century Investors - Ultra Fund 142 95 $3,905,627 $3,176,012 $ 706,979 Twentieth Century Investors - Select Fund 127 93 1,170,278 505,392 59,112 Twentieth Century Investors - Balanced Fund 123 80 1,466,589 1,221,797 110,126 Twentieth Century Investors - Bankers Trust Pyramid GIC Fund 144 92 1,598,835 705,326 -- Twentieth Century Investors - Value Fund 41 21 2,148,712 1,922,312 354,424 Hunt Manufacturing Co. Common Stock 51 52 796,676 988,783 (132,721)
*Using the Current Value Method EX-23 2 EXHIBIT 23(B) Exhibit 23(b) CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by references in the Hunt Manufacturing Co. 1995 Savings Plan Form S-8 Registration Statements (Registration Nos. 33-6359 and 33-57103) of our report dated May 13, 1996 on our audits of the financial statements of the Hunt Manufacturing Co. Savings Plan as of December 31, 1995 and 1994 and for the years ended December 31, 1995, 1994, and 1993 which report is included in this Form 10-K/A which is Amendment No. 1 to Hunt Manufacturing Co.'s 1995 Annual Report on Form 10-K. COOPERS & LYBRAND L.L.P. 2400 Eleven Penn Center Philadelphia, Pennsylvania June 20, 1996 -----END PRIVACY-ENHANCED MESSAGE-----