0000950116-01-501004.txt : 20011029 0000950116-01-501004.hdr.sgml : 20011029 ACCESSION NUMBER: 0000950116-01-501004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011009 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011024 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08044 FILM NUMBER: 1765303 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 8-K 1 eightk.txt EIGHTK.TXT SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event) October 9, 2001 ----------------------------------------- HUNT CORPORATION -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 1-8044 21-0481254 -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation or organization) Number) 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 --------------------------------- Page 2 ITEM 2. Acquisition or Disposition of Assets Reference is made to Note 2 of Notes to Condensed Consolidated Financial Statements, and to Management's Discussion and Analysis of Financial Condition and Results of Operations, in Part I, Items 1 and 2, respectively, of Hunt Corporation's (the "Company") Form 10-Q for the quarterly period ended September 2, 2001 for information concerning the Company's disposition of its commercial Graphics Products business and related matters. Page 3 ITEM 7. Financial Statements and Exhibits (b) Pro Forma Financial Information (Unaudited). 1. Condensed Consolidated Statements of Operations for the Nine Months Ended September 2, 2001. 2. Condensed Consolidated Statements of Operations for the Year Ended December 3, 2000. 3. Notes to Pro Forma Financial Statements. The unaudited pro forma Statements of Operations for the nine months ended September 2, 2001 and for the year ended December 3, 2000 give effect to: 1. The reclassification of results of operations from the disposed of business and the related provision for income taxes to discontinued operations. 2. The related pro forma adjustments described in the accompanying notes. The unaudited pro forma statements of operations are presented as though the disposition occurred on November 29, 1999. The unaudited pro forma financial statements should be read in conjunction with the historical financial statements and accompanying notes of the Company. (c) Exhibits. 2. List of schedules omitted from agreements filed as Exhibits 2(a), (b), and (c) to the Company's Form 10-Q for the quarter ended September 2, 2001. Page 4 Hunt Corporation Pro Forma Condensed Consolidated Statements of Operations For the Nine Months Ended September 2, 2001 (In thousands except per share amounts) (Unaudited)
Less: Commercial Pro Forma Without Graphics Products Pro Forma Commercial Graphics As Reported (a) Business (a) Adjustments Products Business --------------- ------------------ ----------- -------------------- Net sales $124,041 $124,041 Cost of sales 75,288 75,288 ----------- ------------ --------- ---------- Gross profit 48,753 48,753 Selling, administrative and general expenses 38,915 38,915 Restructuring and other (115) (115) ----------- ------------ --------- ---------- Income from operations 9,953 9,953 Interest expense 3,107 ($1,474)(b) 1,633 Interest and other income, net (389) (389) ----------- ------------ --------- ---------- Income from continuing operations before income taxes 7,235 1,474 8,709 Provision for income taxes 2,405 489 (c) 2,894 ----------- ------------ --------- ---------- Income from continuing operations 4,830 $985 $5,815 ----------- ------------ --------- ---------- Basic earnings per common share from continuing operations $0.54 $0.11 $0.65 =========== ============ ========= ========== Diluted earnings per common share from continuing operations $0.54 $0.11 $0.65 =========== ============ ========= ========== Average common shares outstanding - basic 8,949 8,949 8,949 =========== ============ ========= ========== Average common shares and dilutive securities outstanding 8,949 8,949 8,949 =========== ============ ========= ==========
See accompanying notes to unaudited pro forma condensed consolidated financial statements. Page 5 Hunt Corporation Pro Forma Condensed Consolidated Statements of Operations For the Year Ended December 3, 2000 (In thousands except per share amounts) (Unaudited)
Less: Commercial Pro Forma Without Graphics Products Pro Forma Commercial Graphics As Reported (a) Business Adjustments Products Business --------------- ------------------ ----------- -------------------- Net sales $248,637 $73,008 $175,629 Cost of sales 160,959 53,732 107,227 ---------- -------- --------- --------- Gross profit 87,678 19,276 68,402 Selling, administrative and general expenses 78,309 23,399 54,910 Restructuring and other 3,370 (364) 3,734 ---------- -------- --------- --------- Income (loss) from operations 5,999 (3,759) 9,758 Interest expense 4,396 234 ($1,965)(b) 2,197 Interest and other income, net (1,385) (376) (1,009) ---------- -------- --------- --------- Income (loss) from continuing operations before income taxes 2,988 (3,617) 1,965 8,570 Provision (benefit) for income taxes 1,019 (1,233) 670 (c) 2,922 ---------- -------- --------- --------- Income (loss) from continuing operations $1,969 ($2,384) $1,295 $5,648 Basic earnings per common share from continuing operations $0.20 ($0.24) $0.13 $0.57 ========== ======== ======== ========= Diluted earnings per common share from continuing operations $0.20 ($0.24) $0.13 $0.57 ========== ======== ======== ========= Average common shares outstanding - basic 9,905 9,905 9,905 9,905 ========== ======== ======== ========= Average common shares and dilutive securities outstanding 9,908 9,908 9,908 9,908 ========== ======== ======== =========
See accompanying notes to unaudited pro forma condensed consolidated financial statements. Page 6 Notes to Pro Forma Financial Statements (Unaudited) A. Condensed Consolidated Statement of Operations for the Nine Months Ended September 2, 2001. (a) As reported in the Company's Form 10-Q for the quarterly period ended September 2, 2001 (the "Third Quarter Form 10-Q"). The Condensed Consolidated Statements of Operations reflect the Company's sale of its commercial Graphics Products business as a discontinued operation, and as such, the reported information is on a continuing operations basis. (b) Adjustment to interest expense to reflect the use of $25 million of the proceeds from the sale to reduce the $50 million of senior debt notes currently outstanding. See Notes 2 and 3 of Part I, Item 1 of the Third Quarter Form 10-Q. (c) Adjustment to reflect the estimated income tax effect of the reduction in interest expense. B. Condensed Consolidated Statements of Operations for the Year Ended December 3, 2000. (a) As reported in the Company's Form 10-K for the year ended December 3, 2000. (b) Adjustment to interest expense to reflect the use of $25 million of the proceeds from the sale to reduce the $50 million of senior debt notes currently outstanding. See Notes 2 and 3 of Part I, Item 1 of the Third Quarter Form 10-Q. (c) Adjustment to reflect the estimated income tax effect of the reduction in interest expense. Page 7 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 October 24, 2001 By /s/ William E. Chandler ------------------------- ---------------------------------- William E. Chandler Senior Vice President, Finance (Principal Financial Officer) Date October 24, 2001 By /s/ Donald L. Thompson ------------------------- ---------------------------------- Donald L. Thompson Chairman of the Board and Chief Executive Officer Date October 24, 2001 By /s/ John Fanelli III ------------------------- ---------------------------------- John Fanelli III Vice President, Corporate Controller (Principal Accounting Officer) EX-2 3 ex2.txt EX2.TXT EXHIBIT 2 List of schedules omitted from agreements filed as Exhibits 2(a), (b), and (c) to the Company's Form 10-Q for the quarter ended September 2, 2001 US Asset Purchase Agreement - Schedule 1.1 Description of Business - Schedule 1.2(a) All Assigned Contracts - Schedule 1.2(c) All Intangible Property Relating to the Business - Schedule 1.2(d) All Personal Property - Schedule 1.2(f) All Permits - Schedule 1.3(g) Excluded Assets - Schedule 1.2(l) All Claims - Schedule 1.4(c) Warranty Agreements - Schedule 1.4(e) Liabilities Under Assumed Contracts - Schedule 1.4(g) Assumed Liabilities - Schedule 2.1(a) Allocation of the Fixed Amount - Schedule 2.3(a) Inventory Valuation Principles - Schedule 2.4 Proration - Schedule 3. - Schedule 3.2 Effect of Agreement - Schedule 3.4(e) Waiver of Rights - Schedule 3.4(h) Absence of Certain Changes or Events - Schedule 3.7 Title to Properties; Absence of Liens and Encumbrances - Schedule 3.8 Conditions and Sufficiency of Assets - Schedule 3.9 Litigation - Schedule 3.13(a) Employee Benefit Plans - Schedule 3.14 (a)(i) List of Registered Trademarks - Schedule 3.14 (a)(ii) List of Patents - Schedule 3.14 (a)(iii) List of Registered Copyrights - Schedule 3.14(a)(iv) Rights in Web Sites - Schedule 3.14(b) Contracts and Agreements Relating to Intellectual Property - Schedule 3.14(c) Intellectual Property Not Owned - Schedule 3.14(d) List of All Patents - Schedule 3.14(e) Registered Marks - Schedule 3.14(f) Copyrights - Schedule 3.14(h) Net Names - Schedule 3.15 Computer Systems - Schedule 3.17 License, Etc. - Schedule 3.19(a) - Schedule 3.19(b) Labor Organizations - Schedule 3.19(e) - Schedule 3.19(f) Officers and Employees - Schedule 3.21 Commission - Schedule 3.22 Customers and Vendors - Schedule 3.26 Environmental Matters - Schedule 3.27 Assigned Contracts Requiring Consent - Schedule 3.29 Product Warranty - Schedule 3.30 Product Liability - Schedule 3.31 Material Contracts - Schedule 7.10(a) Third Party Consents - Schedule 9.7 Terminated Employees - Schedule 9.10(a) Seal Mark - Schedule 9.10(b) Seal Mark Products UK Asset Purchase Agreement - Schedule 1.1 Description of Business - Schedule 1.2(a) All Assigned Contracts - Schedule 1.2(c) All Intangible Property Relating to the Business - Schedule 1.2(d) All Personal Property - Schedule 1.2(f) All Permits - Schedule 1.2(k) All Claims - Schedule 1.3(f) Excluded Assets - Schedule 1.4(e) Assumed Liabilities - Schedule 2.1(a) Allocation of the Fixed Amount - Schedule 2.3(a) Inventory Valuation Principles - Schedule 2.4 Closing Settlement - Schedule 3.2 Effect of Agreement - Schedule 3.4(h) Absence of Certain Changes or Events - Schedule 3.4(k) General Wage and Salary Increases - Schedule 3.7 Conditions and Sufficiency of Assets - Schedule 3.11 Employment and Pensions - Schedule 3.12 (a)(i) List of Registered Trademarks - Schedule 3.12 (a)(ii) List of Patents - Schedule 3.12(b)List of Royalties Paid or Received - Schedule 3.12(c) Intellectual Property Not Owned - Schedule 3.12(d) Patents - Schedule 3.12(e) Registered Marks - Schedule 3.12(f) Copyrights - Schedule 3.13 Computer Systems - Schedule 3.15 Licenses, Authorizations and Permits - Schedule 3.19 Customers and Suppliers - Schedule 3.23 Environmental Matters - Schedule 3.24 Assigned Contracts - Schedule 3.26 Product Warranty - Schedule 3.27 Product Liability - Schedule 3.28 Contracts; No Defaults Netherlands Asset Purchase Agreement - Schedule 1.2(a) All Assigned Contracts - Schedule 1.2(c) All Intangible Property Relating to the Business - Schedule 1.2(d) All Personal Property - Schedule 1.2(f) All Permits - Schedule 1.3(g) Excluded Assets - Schedule 1.2(l) All Claims - Schedule 1.3(f) Excluded Contracts - Schedule 1.4(g) Assumed Liabilities - Schedule 1.5(k) Excluded Employee Benefits Liabilities - Schedule 2.1(a)(i) Accounts Receivable - Schedule 2.1(a)(ii) Inventory - Schedule 2.3(a) Inventory Valuation Principles - Schedule 3.2 Effect of Agreement - Schedule 3.6 Title to Properties; Absence of Liens and Encumbrances - Schedule 3.12(a) Employee Benefit Plans - Schedule 3.12(a) Employee Benefit Plan Contributions - Schedule 3.13 (a)(i) List of Registered Trademarks - Schedule 3.13 (a)(ii) List of Patents - Schedule 3.13 (a)(iii) List of Registered Copyrights - Schedule 3.13(a)(vi) Rights in Web Sites - Schedule 3.13(b) Contracts and Agreements Relating to Intellectual Property - Schedule 3.13(c)(i) Intellectual Property Not Owned - Schedule 3.13(c)(i) Agreements With Employees Regarding Intellectual Property - Schedule 3.13(d) Patents - Schedule 3.13(e) Registered Marks - Schedule 3.13(f) Copyrights - Schedule 3.13(h) Net Names - Schedule 3.14 Computer Systems - Schedule 3.16 Licenses, Authorizations and Permits - Schedule 3.18 Employment of Officers, Employees and Consultants - Schedule 3.21 Customers and Vendors - Schedule 3.25 Environmental Matters - Schedule 3.25(g) All Environmental Reports - Schedule 3.28(i) List of all Product Warranty Information - Schedule 3.28(ii) Warranty Claims - Schedule 3.28(iii) Product Warranty and Return Experience - Schedule 3.29 Product Liability - Schedule 3.30 Contracts; No Defaults - Schedule 3.31 Labor Law and Positive Advice Works Council - Schedule 5.9 Employment