-----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, MbOXY4YdhlkKxHj2oDPTOm1ov8GE+6T00qYluLnd/NIIFkuJXsCJocnKIql1bQXs t1FmMa4rSk6lZqkd6lHlww== 0000950116-99-000733.txt : 19990413 0000950116-99-000733.hdr.sgml : 19990413 ACCESSION NUMBER: 0000950116-99-000733 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990228 FILED AS OF DATE: 19990412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUNT CORP 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-Q SEC ACT: SEC FILE NUMBER: 001-08044 FILM NUMBER: 99591844 BUSINESS ADDRESS: STREET 1: ONE COMMERCE SQ STREET 2: 2005 MARKET ST CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2157327700 MAIL ADDRESS: STREET 1: ONE COMMERCE SQ STREET 2: 2005 MARKET ST CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: HUNT MANUFACTURING CO DATE OF NAME CHANGE: 19920703 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 1999 -------------------------------------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-8044 ---------------------------------------------------------- HUNT CORPORATION. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 21-0481254 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Commerce Square 2005 Market Street, Philadelphia, PA 19103 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone no., including area code (215) 656-0300 ---------------- 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 ---- ---- As of April 1, 1999, there were outstanding 10,416,540 shares of the registrant's common stock. Page 2 HUNT CORPORATION INDEX Page ---- PART I - FINANCIAL INFORMATION --------------------- Item 1 - Financial Statements Condensed Consolidated Balance Sheets as of February 28, 1999 and November 29, 1998 3 Condensed Consolidated Statements of Income - Three Months Ended February 28, 1999 and March 1, 1998 4 Consolidated Statements of Comprehensive Income - Three Months Ended February 28, 1999 and March 1, 1998 5 Condensed Consolidated Statements of Cash Flows - Three Months Ended February 28, 1999 and March 1, 1998 6 Notes to Condensed Consolidated Financial Statements 7 - 8 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 9 - 12 Item 3 - Quantitative and Qualitative Disclosures about Market Risk 13 PART II - OTHER INFORMATION ----------------- Item 1 - Legal Proceedings 14 Item 6 - Exhibits and Reports on Form 8-K 14 Signatures 15 Exhibit Index 16 Part I - FINANCIAL INFORMATION Page 3 ---------------------- Item 1. Financial Statements Hunt Corporation Condensed Consolidated Balance Sheets (Unaudited) (In thousands except share and per share amounts)
February 28, November 29, ASSETS 1999 1998 ------------ ------------ Current assets: Cash and cash equivalents $ 28,755 $ 40,724 Accounts receivable, less allowance for doubtful accounts: 1999, $1,815; 1998, $1,721 35,746 31,018 Inventories: Raw materials 8,437 7,867 Work in process 3,274 3,033 Finished goods 10,781 10,704 -------- -------- Total inventories 22,492 21,604 Deferred income taxes 5,067 4,769 Prepaid expenses and other current assets 1,087 1,402 -------- -------- Total current assets 93,147 99,517 Property, plant and equipment, at cost, less accumulated depreciation and amortization: 1999, $39,503; 1998, $37,818 48,037 49,917 Excess of acquisition costs over net assets acquired, less accumulated amortization 25,225 26,021 Other assets 11,678 11,402 -------- -------- Total assets $178,087 $186,857 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 461 $ 479 Accounts payable 8,924 12,503 Accrued expenses: Salaries, wages and commissions 1,833 2,302 Income taxes 2,865 1,930 Other 16,033 17,742 -------- -------- Total current liabilities 30,116 34,956 Long-term debt, less current portion 58,091 57,741 Deferred income taxes 1,071 374 Other non-current liabilities 16,101 15,906 Commitments and contingencies Stockholders' equity: Preferred stock, $.10 par value, authorized 1,000,000 shares (including 50,000 shares of Series A Junior Participating Preferred); none issued - - Common stock, $.10 par value, 40,000,000 shares authorized; issued: 1999 and 1998 -16,152,322 shares 1,615 1,615 Capital in excess of par value 6,434 6,434 Cumulative translation adjustment (835) 446 Minimum pension liability (1,545) (1,545) Retained earnings 159,593 158,316 -------- -------- 165,262 165,266 Less cost of treasury stock: 1999 - 5,649,482 shares; 1998 - 5,162,082 shares (92,554) (87,386) -------- -------- Total stockholders' equity 72,708 77,880 -------- -------- Total liabilities and stockholders' equity $178,087 $186,857 ======== ========
See accompanying notes to condensed consolidated financial statements. Page 4 Hunt Corporation Condensed Consolidated Statements of Income (Unaudited) (In thousands except per share amounts)
Three Months Ended ------------------------ February 28, March 1, 1999 1998 ------------ -------- Net sales 60,369 $61,265 Cost of sales 37,587 37,582 ------- ------- Gross profit 22,782 23,683 Selling and shipping expenses 11,030 10,910 Administrative and general expenses 7,379 7,361 ------ ------- Income from operations 4,373 5,412 Interest expense 1,189 1,183 Other income, net (497) (867) ------ ------- Income before income taxes 3,681 5,096 Provision for income taxes 1,288 1,783 ------ ------- Net income $2,393 $ 3,313 ====== ======= Net income per share - Basic $.22 $.30 ====== ======= Net income per share - Diluted $.22 $.28 ====== ======= Dividends per common share $.103 $.103 ====== =======
See accompanying notes to condensed consolidated financial statements. Page 5 Hunt Corporation Consolidated Statements of Comprehensive Income (Unaudited) (In thousands)
Three Months Ended ------------------------- February 28, March 1, 1999 1998 ------------ -------- Net income $2,393 $3,313 Other comprehensive income: Foreign currency translation adjustments, net of income taxes of $448 in 1999 and $327 in 1998, respectively (833) (607) ------- ------ Other comprehensive income (833) (607) ------ ------ Comprehensive income $1,560 $2,706 ====== ======
See accompanying notes to condensed consolidated financial statements. Hunt Corporation Consolidated Statements of Cash Flows (Unaudited) (In thousands)
Three Months Ended ----------------------- Feb 28, March 1, 1999 1998 -------- -------- Cash flows from operating activities: Net income $ 2,393 $ 3,313 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 2,258 1,956 Deferred income taxes 409 676 Loss on disposals of property, plant and equipment 4 4 Payments for special charges (576) (2,169) Issuance of stock under management incentive bonus and stock grant plans -- 197 Changes in operating assets and liabilities (10,954) (17,898) -------- -------- Net cash used in operating activities (6,466) (13,921) -------- -------- Cash flows from investing activities: Additions to property, plant and equipment (601) (4,092) Other, net -- 20 -------- -------- Net cash used in investing activities (601) (4,072) -------- -------- Cash flows from financing activities: Proceeds from issuance of long-term debt 3,709 1,385 Payments on long-term debt, including current maturities (3,155) (167) Book overdrafts 962 (393) Purchases of treasury stock (5,168) -- Proceeds from exercise of stock options -- 932 Dividends paid (1,116) (1,145) Other, net (62) (38) -------- -------- Net cash provided by (used in) financing activities (4,830) 574 -------- -------- Effect of exchange rate changes on cash (72) (469) -------- -------- Net decrease in cash and cash equivalents (11,969) (17,888) Cash and cash equivalents, beginning of period 40,724 65,449 -------- -------- Cash and cash equivalents, end of period $ 28,755 $ 47,561 ======== ========
See accompanying notes to condensed consolidated financial statements. Page 7 Hunt Corporation Notes to Condensed Consolidated Financial Statements (Unaudited) 1. The accompanying condensed consolidated financial statements and related notes are unaudited; however, in management's opinion all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the financial position at February 28, 1999 and the results of operations and cash flows for the periods shown have been made. Such statements are presented in accordance with the requirements of Form 10-Q and do not include all disclosures normally required by generally accepted accounting principles or those normally made in Form 10-K. 2. During the first quarter of fiscal 1999, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income." SFAS No. 130 establishes standards for the reporting and display of the components of comprehensive income in the financial statements. See Consolidated Statements of Comprehensive Income herein. 3. A reconciliation of weighted average common shares outstanding to weighted average of common shares outstanding assuming dilution in calculating the earnings per share is shown below: 1999 1998 ---- ---- Weighted average common shares outstanding - basic 10,794 11,203 Add: common equivalent shares representing shares issuable upon exercise of stock options and stock grants 1 590 ------ ------ Weighted average common shares and dilutive securities outstanding 10,795 11,793 ====== ====== Page 8 4. The following table sets forth the details and the cumulative activity in the various accruals and reserves associated with the prior years' restructuring plans in the Condensed Consolidated Balance Sheets at February 28,1999 (in thousands):
Balance at Current Cash Non-Cash Balance at November 29, 1998 Provision Reductions Activity February 28, 1999 ------------------ --------- ---------- -------- ----------------- Lease Obligations $1,873 - $(195) - $1,678 Severance 722 - (233) - 489 Inventory 400 - (128) - 272 Fixed Assets 235 - - - 235 Other 487 - (20) - 467 ------ --------- ------ -------- ------ Total $3,717 - $(576) - $3,141 ====== ====== ======
5. The Company has been sued for patent infringement with respect to one of its minor products. After a jury trial during the Company's second quarter of fiscal 1998, the U.S. District in the Western District of Wisconsin entered judgment against the Company in this matter and awarded damages to the plaintiffs in the amount of $3.3 million, plus interests and costs. The Company and its patent legal counsel believe that the verdict against the Company was incorrect and that it will be reversed on appeal. Accordingly, the Company has not recorded any liability in its financial statements associated with this judgment. However, there can be no assurance that the Company will prevail in this matter. In the event of an unfavorable final judgment against the Company, management believes that it will not have a material impact on the Company's financial position, but it could have a material effect on quarterly or annual results of operations. (See also Note 15 to the Consolidated Financial Statements included in the Company's 1998 Form 10-K.) Page 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion includes certain forward-looking statements within the meaning of the Private Securities Litigation Act of 1995. Such forward-looking statements represent management's assessment based upon information currently available, but are subject to risks and uncertainties which could cause actual results to differ materially from those set forth in the forward-looking statements. These risks and uncertainties include, but are not limited to, the Company's ability to successfully complete the implementation, and realize the anticipated growth and other benefits, of its strategic plan on a timely basis, the effect of, and changes in, worldwide general economic conditions, technological and other changes affecting the manufacture of and demand for the Company's products, competitive and other pressures in the market place, the impact of Year 2000 issues, the outcome of litigation in which the Company is engaged, and other risks and uncertainties set forth herein and in the Company's Forms 10-Q, 10-K and 8-K filings with the Securities and Exchange Commission. In April 1997, the Company initiated a new strategy for growth and restructuring plan (the "strategic plan") designed to restore higher levels of sales growth, profitability and to reduce its cost structure. The cost reduction portion of the strategic plan resulted in cost savings of approximately $17.7 million in fiscal 1998. The cost savings have resulted primarily from a significant reduction of the Company's stock keeping units ("SKU's"), the rationalization of manufacturing and warehouse facilities and from a major restructuring of its administrative and marketing and selling functions. Although the Company expects most of these cost savings to continue in future years, there is no assurance that they will be achieved. (See Note 4 to the Notes to Condensed Consolidated Financial Statements herein.) Results of Operations Net Sales Net sales of $60.4 million for the first quarter of fiscal 1999 declined 1.5% from the first quarter of fiscal 1998 due to lower sales of graphics products (down 3.5%), partially offset by higher sales of consumer products (up 1%). In addition, sales were significantly impacted by lower net selling prices in the first quarter of fiscal 1999 compared to last year, as well as by a general softness in demand for the Company's products. The decrease in graphics products was largely the result of lower mounting and laminating equipment and supplies products sales (down 11%), while board products sales were up 7% over the comparable prior year period. Export sales and foreign sales decreased 14% and 8%, respectively, in the first quarter of 1999 compared to the same prior year period. Management is uncertain as to how long and to what extent the softness in demand for its products will continue. If the situation worsens, this could have a material adverse impact on the Company's business, results of operations and financial position. Page 10 Gross Profit The Company's gross profit percentage decreased to 37.7% of net sales in the first quarter of fiscal 1999 from 38.7% in the first quarter of fiscal 1998. The first quarter reductions in gross profit dollars and percentage were primarily the result of lower net selling prices and lower unit sales. Management expects the pressure on selling prices attributable to the growing bargaining power of the Company's largest customers, such as office products superstores, to continue during fiscal 1999. The Company's raw material cost increases have remained below inflationary cost increases for the past several years; however, management is uncertain how long this condition will continue. Selling, Shipping, Administrative and General Expenses Selling and shipping expenses, as a percentage of net sales, increased to 18.3% for the first quarter of fiscal 1999 compared to the prior year first quarter expense level of 17.8%. This increase in the percentage of net sales was principally due to higher freight and distribution expenses partially offset by lower marketing and selling expenses, due primarily to the timing of product promotions, marketing research and product packaging development costs. Administrative and general expenses remained at $7.4 million in the first quarter of fiscal 1999 and 1998. Lower management incentive expenses in the first quarter of fiscal 1999 were offset primarily by higher information services costs. In fiscal 1998, certain information services costs were capitalized. Such costs are now expensed as incurred. Other Income, Net The decrease in other income, net, of $.4 million in the first quarter of fiscal 1999 compared to the first quarter of fiscal 1998 was due to lower interest income resulting from lower average cash balances. Provision for Income Taxes The Company's effective income tax rate from continuing operations was 35% for the first quarter of fiscal 1999 and 1998. Financial Condition The Company's working capital decreased to $63.0 million at the end of the first quarter of fiscal 1999 from $64.6 million at the end of fiscal 1998. The current ratio increased to 3.1 at February 28, 1999 from 2.9 at November 29, 1998. The Company's debt/capitalization percentage increased to 45% at the end of the first quarter of fiscal 1999 compared to 43% at the end of fiscal 1998. Available cash balances were sufficient during the first three months of fiscal 1999 to fund additions to property, plant and equipment of $.6 million, to pay cash dividends of $1.1 million, and to fund the repurchase of $5.2 million of the Company's common shares. Current assets decreased to $93.1 million at the end of the first quarter of fiscal 1999 from $99.5 million at the end of fiscal 1998 largely as a Page 11 result of lower cash and cash equivalent balances, partially offset by higher accounts receivable and inventory balances. The decrease in cash and cash equivalents was largely due to the repurchase of the Company's common shares, payments of dividends, capital expenditures and payments associated with the strategic plan. Inventories increased to $22.5 million at February 28, 1999 from $21.6 million at November 29, 1998, due principally to higher anticipated sales volume. The $4.7 million increase in accounts receivable was largely due to timing of payments by major customers during the first quarter of fiscal 1999. Current liabilities decreased to $30.1 million at the end of the first quarter of fiscal 1999 from $35.0 million at the end of fiscal 1998. This decrease was largely attributable to the timing of accounts payable payments and reductions in the accruals associated with the Company's strategic plan. The effect of unfavorable currency exchange rates for the British pound sterling and the Dutch guilder (the functional currencies of the Company's U.K. and Holland operations, respectively) was the principal cause for the $1.3 million decrease in the cumulative translation adjustment account in stockholders' equity. The Company has a revolving credit agreement of $75 million and a line of credit agreement of $2.5 million. There was $5.2 million borrowed under these credit facilities as of February 28, 1999. Management believes that funds generated from operations, combined with the existing credit facilities, will be sufficient to meet currently anticipated working capital and other capital and debt service requirements. Should the Company require additional funds, management believes that the Company could obtain them at competitive costs. Management currently expects that total fiscal 1999 expenditures for additions to property, plant and equipment to increase capacity and productivity will approximate $7.5 million, of which approximately $.6 million has been expended through the first three months of fiscal 1999. Year 2000 Update The Company is continuing its work to mitigate the Year 2000 ("Y2K") issue. These efforts involve assessment, identification of non-compliant systems, remediation, testing, and verification, including replacing and/or updating existing systems, as well as establishing contingency plans relating to Y2K risks. The Company has substantially completed the necessary modifications to its critical and ancillary systems and applications. To date, the project is proceeding on schedule and is expected to be completed by the end of the third quarter of fiscal 1999. The Company also has initiated communications with significant suppliers and customers to identify and coordinate the remediation of any Y2K issues they may have which might effect the Company, and the Company is still in the process of determining the Company's vulnerability if these companies fail to remediate their Y2K issues. Page 12 The Company's costs incurred to date in addressing the Y2K issues have not been significant and are being funded through operating cash flows. The total implementation costs, relating principally to new hardware and software, capitalized to date are $5.5 million, which should represent substantially all of the capitalized costs to be incurred. These costs not only addressed Y2K issues but also provided for operational efficiencies and cost reductions. The Company continues to evaluate future costs associated with these efforts based on actual experience but does not currently anticipate that such costs will have a material impact on the Company's results of operations or financial position. It is difficult to identify or prepare for the absolute worse case Y2K scenario. However, the most likely worst case scenario for the Company would include, among other things, temporary slowdowns of operations at the Company's facilities, whether due to an external power failure or otherwise, delays in receipt of supplies, failure to be able to serve customers, lost sales and failure of management controls. Although the Company believes that its systems will be fully operational and will not cause any material disruptions because of Y2K issues, there can be no assurance that this will be the case. Further, because of the uncertainties associated with assessing effect on preparedness of suppliers and customers, there is a risk of a material adverse effect on the Company's future results of operations if these constituencies do not correct their Y2K problems, if any, on a timely basis. The Company plans to continue assessing these risks through reviews with its major suppliers and customers. The Company is preparing contingency plans relating specifically to identified Y2K risks and developing cost estimates relating to these plans. Contingency plans may include stockpiling raw materials and packaging materials, increasing inventory levels, securing alternative sources of supply and other appropriate measures. The Company anticipates completion of the Y2K contingency plans during the third quarter of fiscal 1999. Once developed, Y2K contingency plans and related cost estimates will be reviewed and modified as additional information becomes available. New Accounting Standard During the first quarter of fiscal 1999, the Company adopted the following new accounting standard: SFAS No. 130, "Reporting Comprehensive Income", establishes standards for the reporting and display of the components of comprehensive income in the financial statements. See the Consolidated Statements of Comprehensive Income herein. Page 13 Item 3 - Quantitative and Qualitative Disclosures about Market Risk There have been no material changes in the Company's market risk since the Form 10-K filing for the fiscal year ended November 29, 1998. Page 14 PART II - OTHER INFORMATION Item 1 - Legal Proceedings Reference is made to Part I, Item 3 of the Company's fiscal 1998 Form 10-K and to Note 5 to the Condensed Consolidated Financial Statements herein. Item 6 - Exhibits and Reports on Form 8-K (a) Exhibits 10 Officer Severance Plan 27 Financial Data Schedule for the quarter ended February 28, 1999. (b) Reports on Form 8-K No reports on Form 8-K were filed during the quarter for which this report is filed. - ---------------- Page 15 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. HUNT CORPORATION. Date April 12, 1999 By /s/ William E. Chandler ------------------------------ ------------------------------------ William E. Chandler Senior Vice President, Finance (Principal Financial Officer) Date April 12, 1999 By /s/ Donald L. Thompson ------------------------------ ----------------------------------- Donald L. Thompson Chairman of the Board and Chief Executive Officer Date April 12, 1999 By /s/ John Fanelli III ------------------------------ ------------------------------------ John Fanelli III Vice President, Corporate Controller (Principal Accounting Officer) Page 16 EXHIBIT INDEX Exhibit 10 - Officer Severance Plan Exhibit 27 - Financial Data Schedule for the quarter ended February 28, 1999 EX-10 2 EXHIBIT-10 HUNT MANUFACTURING CO. OFFICER SEVERANCE PLAN TABLE OF CONTENTS Page ARTICLE I - SCOPE............................................................. 1 ARTICLE II- PURPOSE........................................................... 1 ARTICLE III - DEFINITIONS..................................................... 1 3.1 Affiliate................................................................ 1 3.2 Beneficiary ............................................................. 1 3.3 Cause ................................................................... 1 3.4 Change in Control Agreement ............................................. 2 3.5 Code .................................................................... 2 3.6 Company ................................................................. 2 3.7 Corporate Officer ....................................................... 2 3.8 Date of Termination ..................................................... 2 3.9 Disability Retirement ................................................... 2 3.10 Effective Date ......................................................... 2 3.11 Eligible Officer ....................................................... 2 3.12 Employer ............................................................... 2 3.13 ERISA .................................................................. 2 3.14 Non-Corporate Officer .................................................. 2 3.15 Officer ................................................................ 2 3.16 Periodic Severance Pay ................................................. 2 3.17 Plan Administrator ..................................................... 2 3.18 Plan Year .............................................................. 2 3.19 Salary Continuation Benefits ........................................... 2 3.20 Separation Agreement ................................................... 2 3.21 Severance Period........................................................ 2 3.22 Years of Service ....................................................... 2 ARTICLE IV - ELIGIBILITY FOR BENEFITS ........................................ 3 4.1 Eligibility ............................................................. 3 4.2 Separation Agreement .................................................... 3 ARTICLE V - SEVERANCE BENEFITS ............................................... 4 5.1 Salary Continuation Benefits ............................................ 4 5.2 Vacation Pay ............................................................ 5 5.3 Annual Bonus Program .................................................... 5 5.4 Long-Term Incentive Compensation Plan ................................... 5 5.5 Other Benefit Plans ..................................................... 5 5.6 Continued Welfare Benefits .............................................. 5 5.7 Other Severance Benefits ................................................ 6 5.8 Limitation on Amount and Duration of Payments ........................... 7 5.9 Death Benefits .......................................................... 8 ARTICLE VI - CLAIMS PROCEDURE ................................................ 8 6.1 Claims for Benefits ..................................................... 8 6.2 Appeals Procedure ....................................................... 8 6.3 Agent for Service of Legal Process ...................................... 9 ARTICLE VII - MISCELLANEOUS .................................................. 9 7.1 Amendment and Termination ............................................... 9 7.2 No Assignment ........................................................... 9 7.3 Payment from General Assets .............................................10 7.4 Named Fiduciary .........................................................10 7.5 Controlling Law .........................................................10 7.6 Change in Control Agreements ............................................10 7.7 Plan not Applicable to Certain Eligible Officers and Former Eligible Officers.............................................10 7.8 Entire Plan .............................................................10 -i- HUNT MANUFACTURING CO. OFFICER SEVERANCE PLAN ARTICLE I - SCOPE HUNT MANUFACTURING CO. (the "Company") provides the following HUNT MANUFACTURING CO. OFFICER SEVERANCE PLAN (the "Plan") for all active Officers of the Company and its Affiliates, provided such employees are employed in the United States. The Plan is subject to the sole discretion of the Company. ARTICLE II - PURPOSE The purpose of this Plan is to provide the Company and its Affiliates with a scheduled basis for determining severance benefits for Officers and to act as a reference regarding other benefits. ARTICLE III - DEFINITIONS The following words and phrases, as used herein, shall have the following meanings, unless the context clearly indicates otherwise: 3.1 Affiliate: A member of a group of employers, of which the Company is a member and which group constitutes: (a) A controlled group of corporations (as defined in section 414(b) of the Code); (b) Trades or businesses (whether or not incorporated) which are under common control (as defined in section 414(c) of the Code); (c) Trades or businesses (whether or not incorporated) which constitute an affiliated service group (as defined in section 414(m) of the Code); or (d) Any other entities required to be aggregated with the Company pursuant to section 414(o) of the Code and the Treasury regulations thereunder. 3.2 Beneficiary: The person or persons or legal entity or entities designated by the Eligible Officer under Section 5.7 to receive benefits hereunder after the Eligible Officer's death, or the personal or legal representative of the Eligible Officer. If no Beneficiary is designated by the Eligible Officer or if no Beneficiary survives the Eligible Officer, the Beneficiary shall be the Eligible Officer's surviving spouse, or, if there is no surviving spouse, the Eligible Officer's estate. 3.3 Cause: The Eligible Officer's: (a) Dishonesty, fraud, willful malfeasance, gross negligence or other gross misconduct, which is materially injurious to the Company, or (b) Conviction of or plea of guilty to a felony. -1- 3.4 Change in Control Agreement: The written Change in Control Agreement (if any) executed by an Employer and an Officer. 3.5 Code: The Internal Revenue Code of 1986, as amended. 3.6 Company: HUNT MANUFACTURING CO. 3.7 Corporate Officer: An officer of an Employer who is designated by the Chief Executive Officer of the Company as a corporate officer and whose designation by the Chief Executive Officer as a corporate officer is endorsed by the Board of Directors of the Company provided such Corporate Officer is employed in the United States. 3.8 Date of Termination: The date upon which an Officer's employment with the Employers ceases. 3.9 Disability Retirement: The retirement by an Officer due to a physical or mental condition that results in a total and permanent disability that would entitle the Officer to receive social security disability benefits. 3.10 Effective Date: May 1, 1995. 3.11 Eligible Officer: An Officer entitled to benefits under Section 4.1 of the Plan, including an Officer who is eligible for immediate pension benefits. 3.12 Employer: The Company and its Affiliates. 3.13 ERISA: The Employee Retirement Income Security Act of 1974, as amended. 3.14 Non-Corporate Officer: An officer employed in the United States by an Employer at or above the rank of Vice President who is not a Corporate Officer. 3.15 Officer: A Corporate Officer or a Non-Corporate Officer. 3.16 Periodic Severance Pay: The base salary amount an Eligible Officer receives each payroll period immediately prior to his or her Date of Termination. This term does not include bonuses, incentive compensation, other potential increments, or any other forms of additional compensation. 3.17 Plan Administrator: The Company. 3.18 Plan Year: The calendar year. 3.19 Salary Continuation Benefits: The benefits provided for under Section 5.1. 3.20 Separation Agreement: The agreement described in Section 4.2(a). 3.21 Severance Period: The severance period as determined under Section 5.1(b). 3.22 Years of Service: The number of completed years (in calculating Years of Service, six completed months shall be rounded to a full Year of Service) from an Officer's "original date of hire" (as defined below) to his or her Date of Termination during which the Officer was employed (on either a full-time or a part-time basis) by an Employer. An Officer's original date of hire shall be that date as shown in the personnel records of the Employer (i.e., in the case of any Officer who had a break in service with the Employer of longer than six months, the Officer's date of hire following the break in service). -2- ARTICLE IV - ELIGIBILITY FOR BENEFITS 4.1 Eligibility: An Officer shall be an Eligible Officer entitled to benefits under Sections 5.1, 5.3, 5.4, 5.6 and 5.7 if his or her employment with the Employers is terminated after the Effective Date other than by reason of voluntary resignation or retirement, death, Disability Retirement, or Cause, provided: (a) The Officer is not covered by an employment agreement or other agreement (other than a separate Change in Control Agreement in which case any Salary Continuation Benefits payable under this Plan are to be offset by any termination benefits payable under such Change in Control Agreement pursuant to Section 7.6) which provides salary continuation benefits or other severance benefits upon such Officer's termination of employment; and (b) The Officer meets the requirements of Section 4.2. 4.2 Separation Agreement: In order to be entitled to any benefits under this Plan, an Officer must sign a Separation Agreement (as described in Section 4.2(a)) within the time provided under Section 4.2(b) and must not revoke the Agreement under Section 4.2(c). (a) Purpose: The Separation Agreement is an agreement between an Officer and the Employer, whereby in exchange for benefits under the Plan, the Officer: (1) Releases any and all claims he or she may have against, and covenants not to sue, the Employer, (2) Agrees not to disparage the Employer, (3) Agrees not to recruit or to cause to be recruited employees of the Employer, (4) Agrees to keep confidential and not to disclose to anyone any information concerning the business or affairs of the Employer that is not otherwise a matter of public record, and (5) Agrees not to engage in any business development activities which have or will have a material adverse effect on the Employer. The Separation Agreement shall be in the form prescribed by the Plan Administrator and shall advise the Officer to consult with an attorney before signing the Agreement. (b) Time for Consideration: The Officer shall be given a reasonable period of time (which shall be specified in the Agreement) in which to review the Agreement and consult with an attorney and other advisors prior to signing the Agreement. (c) Revocation Period: An Officer shall be entitled to revoke the Agreement within seven days after signing the Agreement. In order to revoke the Agreement, the Officer must give the Plan Administrator written notice of revocation within such seven-day period. (d) Welfare Benefits During Consideration Period: Until the end of the month in which the period described in Section 4.2(b) expires (the "Consideration Period"), the Officer shall be entitled to continued welfare benefits as described in Section 5.6. If the Officer does not sign the Separation Agreement, such benefits shall cease at the later of: -3- (1) The end of the month in which the Officer's termination of employment occurs, or (2) The end of the Consideration Period, subject to the requirements of section 4980B of the Code and Part 6 of Title I of ERISA ("COBRA"), and regulations issued thereunder, and the Officer shall pay the Employer his or her contribution for medical coverage during such period. (e) Breach of Agreement: If the Officer breaches the terms of his or her Separation Agreement after the end of the period described in Section 4.2(c), he or she shall no longer be an Eligible Officer and his or her entitlement to benefits under Sections 5.1, 5.3, 5.4, 5.6 and 5.7 shall cease immediately. ARTICLE V - SEVERANCE BENEFITS 5.1 Salary Continuation Benefits: (a) General: An Eligible Officer shall be entitled to Salary Continuation Benefits throughout the Severance Period, as specified in Section 5.1(b) below. For each payroll period the Eligible Officer is entitled to Salary Continuation Benefits under Section 5.1(b) below, the Eligible Officer will receive his or her Periodic Severance Pay. (b) Severance Period: (1) Termination Due to Performance Limitations: (A) Corporate Officers: For a Corporate Officer terminated due to performance limitations, the Severance Period shall be a period beginning on the Corporate Officer's Date of Termination and extending one month for each Year of Service credited to the Officer; provided, however, that the Severance Period shall not extend beyond 24 months and shall end as of the date the Corporate Officer commences to work for any organization. (B) Non-Corporate Officers: For a Non-Corporate Officer terminated due to performance limitations, the Severance Period shall be a period beginning on the Non-Corporate Officer's Date of Termination and extending one month for each Year of Service credited to the Officer; provided, however, that the Severance Period shall not extend beyond 12 months and shall end as of the date the Non-Corporate Officer commences to work for any organization. (2) Other Terminations: (A) Corporate Officers: For a Corporate Officer terminated for reasons other than performance limitations, the Severance Period shall be a period beginning on the Corporate Officer's Date of Termination and extending 12 months. If the Corporate Officer has not died and has not obtained employment at the end of such 12-month period, the Severance Period will be extended, for up to an additional 12 months, until the date the Corporate Officer commences to work for any organization. (B) Non-Corporate Officers: For a Non-Corporate Officer terminated for reasons other than performance limitations, the Severance Period shall be a period beginning on the Non-Corporate Officer's Date of Termination and extending 12 months. If the -4- Non-Corporate Officer has not died and has not obtained employment at such time, the Severance Period will be extended one month for each Year of Service above 12 credited to the Non-Corporate Officer, for up to an additional 12 months, until the date the Non-Corporate Officer commences to work for any organization. (c) Method of Payment: Salary Continuation Benefits shall be paid in installments (without interest) on the Eligible Officer's regular payroll cycle as in effect at his or her Date of Termination or as modified thereafter on an Employer-wide basis. The first such installment shall be paid at the time specified in Section 5.1(d) and shall include all Salary Continuation Benefits to which the Eligible Officer is entitled between his or her Date of Termination and the date of such first installment. (d) Time of Payment: Payment of Salary Continuation Benefits shall commence within 30 days of the date the Employer receives a Separation Agreement signed by the Officer; provided that payment shall in no event commence before the expiration of the period described in Section 4.2(c). 5.2 Vacation Pay: Payment for unused vacation in existence on the Eligible Officer's Date of Termination shall be made in addition to the Salary Continuation Benefits under Section 5.1. Accrued vacation time shall not be taken into account for purposes of this Section 5.2. 5.3 Annual Bonus Program: Provided the Eligible Officer is employed by the Employer on December 1 of the fiscal year in which occurs such Eligible Officer's Date of Termination, the Eligible Officer shall be paid his or her pro rata share of the bonus, if any, under the Company's Annual Bonus Plan for such fiscal year. Any such pro rata bonus shall be paid at such time as other executives of the Company receive their annual bonus for such fiscal year, and shall be based upon the Company's established performance measures for the executives of the Company. 5.4 Long-Term Incentive Compensation Plan: The Eligible Officer's unvested awards under the Company's Long-Term Incentive Compensation Plan (the "LTIC Plan") shall be proportionately vested through the Eligible Officer's Date of Termination and shall be paid to such Eligible Officer as and when provided in the LTIC Plan. The LTIC Plan was terminated effective February 14, 1996. 5.5 Other Benefit Plans: After an Eligible Officer's employment has terminated, there shall be no further accrual of benefits for the individual under any of the Employers' employee benefit plans or other arrangements, except as otherwise specifically provided in such plans or arrangements and in this Article V. 5.6 Continued Welfare Benefits: (a) Medical Benefits: Group health (excluding dental) insurance shall be provided to an Eligible Officer and his or her dependents until the end of the month in which the Eligible Officer's entitlement to Salary Continuation Benefits ends, or, if earlier, the date on which medical coverage is obtained through another employer. Coverage provided under this Section 5.6 shall be on the same terms as if the Eligible Officer were still employed by an Employer. The Eligible Officer's contribution for medical coverage shall be deducted from his or her Salary Continuation Benefit payments. The Employer shall notify all terminated Eligible Officers and their spouses and dependent children who are covered under a group health plan of the Employer of their option to continue coverage under the group health plan in accordance with the requirements of, and to the extent required by COBRA, and regulations issued thereunder. Eligible Officers and their spouses and dependent children who elect such continued coverage shall pay their own premiums for such coverage at the rate specified by COBRA. (b) Group Term Life Insurance: Until the end of the month in which the Eligible Officer's entitlement to Salary Continuation Benefits ends, or, if earlier, the date on which similar coverage is obtained through another employer, the Employer shall continue to provide basic group term life insurance to the Eligible Officer on the same terms as if the Eligible Officer were still employed by the -5- Employer. Application for conversion of any such coverage to an individual policy must be made within this extended period of coverage. 5.7 Other Severance Benefits: (a) Outplacement Assistance: The Employer shall pay for the provision to the Eligible Officer of professional outplacement assistance, as well as for the provision of office and support services, until the earlier of the Eligible Officer's obtaining other employment or two years from the Eligible Officer's Date of Termination. (b) Leased Automobile: Upon termination of employment, an Eligible Officer who has been provided a leased automobile by his or her Employer may elect to purchase the automobile for the book value of the lease agreement. Such an election must be made within 15 days of the Eligible Officer's Date of Termination. If no such election to purchase is made, the Employer shall, upon sale of the automobile at its market value, pay the Eligible Officer that portion of the sales price which is equal to the amount determined by multiplying the sales price by a fraction, the numerator of which is the portion of the original purchase price of the automobile paid by the Eligible Officer and the denominator of which is the original total purchase price of the automobile. (c) Elective Transfer of Life Insurance Policies under Supplemental Plan: (1) Benefits under Article IV of Supplemental Plan upon Involuntary Termination of Employment: The following provisions apply to an Eligible Officer who is entitled to an Article IV benefit under the Supplemental Plan in the event his or her employment is involuntarily terminated: (A) Involuntary Termination of Employment for Any Reason Other than Cause or Performance Limitations: If the employment of an Eligible Officer entitled to an Article IV benefit under the Supplemental Plan is involuntarily terminated for any reason other than Cause (as defined in the Supplemental Plan) or performance limitations, such Eligible Officer may elect, without regard to the number of Years of Vesting Service he or she has completed under the Supplemental Plan, in the manner provided in Section 4.11(e) of the Supplemental Plan, to have transferred to him or her the life insurance policies held by the Trust under the Supplemental Plan to provide benefits to such Eligible Officer under Article IV of the Supplemental Plan subject to the following conditions: (i) If such Eligible Officer is entitled to receive Salary Continuation Benefits under the Plan, such Eligible Officer must sign a Separation Agreement under the Plan; and (ii) Such elective transfer shall not occur until the end of the Severance Period under the Plan. In the event of such transfer, such Eligible Officer shall be entitled to no further benefits under Article IV of the Supplemental Plan. (B) Involuntary Termination for Performance Limitations with 15 or More Years of Vesting Service: If the employment of an Eligible Officer entitled to an Article IV benefit under the Supplemental Plan is involuntarily terminated for performance limitations and such Eligible Officer has completed 15 or more Years of Vesting Service under the Supplemental Plan, such Eligible Officer may elect, in the manner provided in Section 4.11(e) of the Supplemental Plan, to have transferred to him or her the life insurance policies held by the Trust under the Supplemental Plan to provide benefits to such -6- Eligible Officer under Article IV of the Supplemental Plan subject to the following conditions: (i) If such Eligible Officer is entitled to receive Salary Continuation Benefits under the Plan, such Eligible Officer must sign a Separation Agreement under the Plan; and (ii) Such elective transfer shall not occur until the end of the Severance Period under the Plan. In the event of such transfer, such Eligible Officer shall be entitled to no further benefits under Article IV of the Supplemental Plan. (C) Involuntary Termination for Performance Limitations with Less than 15 Years of Vesting Service or for Cause: Section 4.11 of the Supplemental Plan shall not apply to any Eligible Officer whose employment is terminated either (i) for performance limitations and such Eligible Officer has less than 15 Years of Vesting Service under the Supplemental Plan, or (ii) for Cause (as defined in the Supplemental Plan). In either of these cases, such Eligible Officer shall not be entitled to any benefits under Article IV of the Supplemental Plan. (D) Manner and Effect of Election: Any election by an Eligible Officer under Section 4.11 of the Supplemental Plan to have transferred to such Eligible Officer his or her life insurance policies held by the Trust under the Supplemental Plan to provide such Eligible Officer benefits under Article IV of the Supplemental Plan must be made at least 60 days before the beginning of such Eligible Officer's taxable year in which such transfer is to be made. In the event of such transfer, such Eligible Officer shall be entitled to no further benefits under Article IV of the Supplemental Plan. (2) Benefits under Article VI of Supplemental Plan: If the employment of an Eligible Officer who has a vested interest in his or her Article VI benefit under the Supplemental Plan is terminated for any reason, such Eligible Officer may elect, in the manner provided in Section 6.9 of the Supplemental Plan, to have transferred to him or her the life insurance policies held by the Trust under the Supplemental Plan to provide benefits to such Eligible Officer under Article VI of the Supplemental Plan, after the portion of the Eligible Officer's interest in the Article VI benefit which is not vested and any insurance company charges and fees are removed therefrom. Such election must be made at least 90 days before the beginning of such Eligible Officer's taxable year in which such transfer is to be made. In the event of such a transfer, such Eligible Officer shall be entitled to no further benefits under Article VI of the Supplemental Plan. 5.8 Limitation on Amount and Duration of Payments: Notwithstanding any provision herein to the contrary, in no event shall the total Salary Continuation Benefits payable under this Plan exceed the equivalent of twice the Eligible Officer's annual base salary as in effect at the time of his or her termination of employment and all such payments shall be completed, in the case of an Eligible Officer whose service is terminated in connection with a limited program of terminations, within the later of 24 months after the termination of the Eligible Officer's service, or 24 months after the Eligible Officer reaches normal retirement age; and in the case of all other Eligible Officers, within 24 months after the termination of the Eligible Officer's service. For purposes of this Section 5.8, a "limited program of terminations" means a program of terminations: (a) Which, when begun, was scheduled to be completed upon a date certain or upon the occurrence of one or more specified events; -7- (b) Under which the number, percentage or class or classes of employees whose services are to be terminated is specified in advance; and (c) Which is described in a written document which is available to the Secretary of Labor upon request; and which contains information sufficient to demonstrate that the conditions set forth above have been met. Notwithstanding any provision of this Plan to the contrary, this Plan shall be interpreted and operated in compliance with 29 C.F.R. ss. 2510.3-2(b). 5.9 Death Benefits: An Eligible Officer entitled to Salary Continuation Benefits or any other benefits under the Plan shall designate a Beneficiary to receive any payment(s) of any such benefits under the Plan remaining unpaid at the Eligible Officer's death. If no Beneficiary is designated or if no designated Beneficiary is surviving when a payment is to be made to a Beneficiary, the payment shall be made to the executor or administrator of the Eligible Officer's estate. Any death benefit payable under this Section shall be paid in a single sum. ARTICLE VI - CLAIMS PROCEDURE 6.1 Claims for Benefits: All claims for benefits under the Plan shall be made in writing and shall be signed by the applicant. Claims shall be submitted to a representative designated by the Plan Administrator and hereinafter referred to as the "Claims Coordinator". Each claim hereunder shall be acted on and approved or disapproved by the Claims Coordinator within 90 days following the receipt by the Claims Coordinator of the information necessary to process the claim. In the event the Claims Coordinator denies a claim for benefits, in whole or in part, the Claims Coordinator shall notify the applicant in writing of the denial of the claim and notify such applicant of his or her right to a review of the Claims Coordinator's decision by the Plan Administrator. Such notice by the Claims Coordinator shall also set forth, in a manner calculated to be understood by the applicant, the specific reason for such denial, the specific Plan provisions on which the denial is based, a description of any additional material or information necessary to perfect the claim, with an explanation of why such material or information is necessary, and an explanation of the Plan claim review procedure as set forth in this Article VI If no action is taken by the Claims Coordinator on an applicants claim within 90 days after receipt by the Claims Coordinator, such application shall be deemed to be denied for purposes of the following appeals procedure. 6.2 Appeals Procedure: Any applicant whose claim for benefits is denied in whole or in part (such applicant being hereinafter referred to as the "Claimant") may appeal from such denial to the Plan Administrator for a review of the decision. Such appeal must be made within six months after the Claimant has received written notice of the denial as provided above in Section 6.1 An appeal must be submitted in writing within such period and must: (a) Request a review by the Plan Administrator of the claim for benefits under the Plan; (b) Set forth all of the grounds upon which the Claimant's request for review is based and any facts in support thereof, and (c) Set forth any issues or comments which the Claimant deems pertinent to the appeal. -8- The Plan Administrator shall regularly review appeals by Claimants. The Plan Administrator shall act upon each appeal within 90 days after receipt thereof unless special circumstances require an extension of the time for processing the Claimants request for review. If such an extension of time for processing is required, written notice of the extension shall be forwarded to the Claimant prior to the commencement of the extension. In no event shall such extension exceed a period of 120 days after the request for review is received by the Plan Administrator. The Plan Administrator shall make a fall and fair review of each appeal and any written materials submitted by the Claimant and/or the Employer in connection therewith. The Plan Administrator may require the Claimant and/or the Employer to submit such additional facts, documents or other evidence as the Plan Administrator in its discretion deems necessary or advisable in making its review. The Claimant shall be given the opportunity to review pertinent documents or materials upon submission of a written request to the Plan Administrator, provided the Plan Administrator finds the requested documents or materials are pertinent to the appeal. On the basis of its review, the Plan Administrator shall make an independent determination of the Claimant's eligibility for benefits under the Plan. The decision of the Plan Administrator on any claim for benefits shall be final and conclusive upon all parties thereto. In the event the Plan Administrator denies an appeal, in whole or in part, the Plan Administrator shall give written notice of the decision to the Claimant, which notice shall set forth, in a manner calculated to be understood by the Claimant, the specific reasons for such denial and which shall make specific reference to the pertinent Plan provisions on which the Plan Administrator's decision was based. It is intended that the claims procedure of this Plan be administered in accordance with the claims procedure regulations of the Department of Labor set forth in 29 CFR ss. 2560.503-1. 6.3 Agent for Service of Legal Process: The name and address of the person designated for the service of legal process with respect to the Plan are as follows: NAME - Plan Administrator Hunt Manufacturing Co. Officer Severance Plan ADDRESS - One Commerce Square 2005 Market Street Philadelphia, PA 19103 ARTICLE VII - MISCELLANEOUS 7.1 Amendment and Termination: This Plan may be amended or terminated, in whole or in part at any time for any reason, pursuant to a written resolution of the Board of Directors of the Company, adopted at a duly held meeting of said Board or by unanimous written consent of said Board, provided that no such amendment or termination shall impair the rights of any Eligible Officer who is receiving payments pursuant to this Plan. 7.2 No Assignment: No amounts payable under this Plan shall be subject in any manner to anticipation, alienation, assignment (either at law or in equity), encumbrance, garnishment, levy, execution, or other legal or equitable process, except that the Employer shall have the right to set off against any payments owed an Eligible Officer or Beneficiary under this Plan any amounts owed to the Employer by such Eligible Officer or Beneficiary. -9- 7.3 Payment from General Assets: All payments under this Plan shall be paid from the Employer's general assets. 7.4 Named Fiduciary: The Plan Administrator shall be the "named fiduciary" of this Plan within the meaning of section 402 of ERISA, and, except as specified elsewhere herein, shall exercise all rights and duties with respect thereto, including, without limitation: (a) The right to make and enforce such rules and regulations as are necessary or proper for the efficient administration of the Plan, and (b) The right to construe the terms of the Plan (including disputed or doubtful terms) and decide all matters arising hereunder, including the resolution of ambiguities, inconsistencies, or omissions. All such rules, interpretations, and decisions shall be applied in a uniform manner to all persons similarly situated. 7.5 Controlling Law: The law of the Commonwealth of Pennsylvania shall be the controlling law in all matters relating to the Plan and shall apply except to the extent other state laws apply to employees situated in such states or such law is preempted by ERISA or other federal law. 7.6 Change in Control Agreements: To the extent termination benefits are payable to an Eligible Officer under a Change in Control Agreement, such termination benefits shall offset any Salary Continuation Benefits payable to such Eligible Officer under this Plan. 7.7 Plan not Applicable to Certain Eligible Officers and Former Eligible Officers: In accordance with Section 4.1(a), the Plan shall not apply to any Eligible Officer or former Eligible Officer who is covered by a Transition Agreement or an Employment Agreement (except for a Change in Control Agreement, as provided in Section 4.1(a)) or other agreement which sets forth the rights of such Eligible Officer or former Eligible Officer upon his or her termination of employment with the Employer. 7.8 Entire Plan: Except as otherwise provided herein, this Plan represents the entire Hunt Manufacturing Co. Officer Severance Plan and supersedes any and all prior policies of the Employers relating to the termination of employment of Officers (other than Officers' Change in Control Agreements), which prior policies (other than Officers' Change in Control Agreements) hereby are terminated and of no further force and effect. IN WITNESS WHEREOF, HUNT MANUFACTURING CO. has caused this Plan to be executed this 12th day of August, 1996. ATTEST: HUNT MANUFACTURING CO. [SEAL] /s/ By: /s/ - -------------------------------- -------------------------------------- Dennis S. Pizzica, John W. Carney, Vice President, Assistant Secretary Human Resources -10- EX-27 3 FINANCIAL DATA SCHEDULE
5 3-MOS FEB-28-1999 FEB-28-1999 28,755 0 37,561 (1,815) 22,492 93,147 87,540 (39,503) 178,087 30,116 58,091 0 0 1,615 71,093 178,087 60,369 60,369 37,587 37,587 17,733 179 1,189 3,681 1,288 2,393 0 0 0 2,393 .22 .22
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