-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, T35BSewHKDPTDqg4tNTqquFM5SAAY6R2An4gcySO2WyWGmAyUFnTVnWgpmiCNLHw JtJUdkxrk8XLxOnH4X4dpg== 0000950116-94-000084.txt : 19940706 0000950116-94-000084.hdr.sgml : 19940706 ACCESSION NUMBER: 0000950116-94-000084 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931128 FILED AS OF DATE: 19940629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUNT MANUFACTURING CO CENTRAL INDEX KEY: 0000049146 STANDARD INDUSTRIAL CLASSIFICATION: 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: 94537016 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 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 November 28, 1993 No. 1-8044 HUNT MANUFACTURING CO. (Registrant) Pennsylvania 21-0481254 - - --------------------------------- -------------------------------- (State of incorporation) (IRS Employer Identification No.) 230 South Broad Street Philadelphia, PA 19102-4167 - - --------------------------------- -------------------------------- (Address of principal executive (Zip Code) offices) Registrant's telephone number, including area code: (215)732-7700 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 1, 1994 was approximately $226,000,000. (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 1, 1994 was 16,121,738. DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the registrant's 1994 definitive proxy statement relating to its April 1994 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. 2 AMENDMENT TO 1993 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 November 28, 1993 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, 1993. 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 1993, 1992 and 1991 F-2 Consolidated Balance Sheets, November 28, 1993 and November 29, 1992 F-3 Consolidated Statements of Stockholders' Equity for the fiscal years 1993, 1992 and 1991 F-4 Consolidated Statements of Cash Flows for the fiscal years 1993, 1992 and 1991 F-5 Notes to Consolidated Financial F-6-22 Statements B. The Savings Plan: Report of Independent Accountants PF-1 Statements of Financial Condition as of December 31, 1993 and 1992 PF-2-3 3 Pages ----- Statements of Income and Changes in PF-4-6 Plan Equity for the years ended December 31, 1993, 1992 and 1991. Notes to Financial Statements PF-7-15 2. Financial Statement Schedules: II. Amounts Receivable from Re- lated Parties and Underwrit- ers, Promoters, and Employees Other Than Related Parties for the fiscal years 1993, 1992, and 1991 F-23 V. Property, Plant and Equip- ment for the fiscal years 1993, 1992 and 1991 F-24 VI. Accumulated Depreciation and Amortization of Property, Plant and Equipment for the fiscal years 1993, 1992 and 1991 F-25 VIII. Valuation and Qualifying Accounts for the fiscal years 1993, 1992 and 1991 F-26 X. Supplementary Income State- ment Information for the fiscal years 1993, 1992 and 1991 F-27 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 4 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. 33-6359 on Form S-8). (b) By-laws, as amended (incorp. by ref. to Ex. 4(b) to fiscal 1990 Form 10-K). (4) Instruments, defining rights of security holders, including indentures: (a) Credit Agreement dated as of October 2, 1990, between the Company and The Chase Manhattan Bank, N.A. (incorporated by reference to Ex. 4.1 to third quarter fiscal 1990 Form 10-Q). (b) Credit Agreement dated as of October 2, 1990, between the Company and Mellon Bank (East) PSFS, N.A. (incorp. by ref. to Ex. 4.2 to third quarter fiscal 1990 Form 10-Q). (c) Credit Agreement dated as of October 2, 1990, between the Company and Philadelphia National Bank, incorporated as CoreStates Bank, N.A. (incorp. by ref. to Ex. 4.3 to third quarter fiscal 1990 Form 10- Q). (d) Rights Agreement dated as of August 8, 1990 (including as Exhibit A thereto the Designation of Powers, Preferences, Rights and 5 Qualifications of Preferred Stock), between the Company and Mellon Bank (East), N.A., as original Rights Agent (incorp. by ref. to Ex. 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 Ex. 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.* (10) Material contracts: (a) Lease Agreement dated June 1, 1979 between the Iredell County Industrial Facilities and Pollution Control Financing Authority and the Company (incorp. by ref. to Ex. 10(d) to fiscal 1988 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 1992 Form 10-K).** 6 (d) 1993 Stock Option and Stock Grant Plan of the Company (incorp. by ref. to Ex. 10(d) to fiscal 1992 Form 10-K).** (e) 1988 Long-Term Incentive Compensation Plan of the Company (incorp. by ref. to Appendix to 1988 Proxy Statement).** (f) 1994 Non-Employee Directors' Stock Option Plan (incorp. by ref. to Ex. 10(f) to fiscal 1993 Form 10-K).** (g) Loan and Security Agreement dated January 31, 1984, as amended, between the Company and Ronald J. Naples (incorp. by ref. to Ex. 10(h) to fiscal 1988 Form 10-K).** (h) Loan and Security Agreement dated April 20, 1988 between the Company and Robert B. Fritsch (incorp. by ref. to Ex. 10(i) to fiscal 1988 Form 10-K).** (i) (1) Form of Change in Control Agreement between the Company and various officers of the Company (incorp. by ref. to Ex. 10(h) to fiscal 1992 Form 10-K) and (2) list of executive officers who are parties (incorp. by ref. to Ex. 10(i) to fiscal 1993 Form 10-K)** (j) Employment-Severance Agreement between the Company and William E. Chandler (incorp. by ref. to Ex. 10(j) to fiscal 1993 Form 10-K).** (k) (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).** 7 (l) Master Agreement dated May 3, 1990 between the Company and Bunzl Public Limited Company (incorp. by ref. to Ex. 2(a) to May 1990 Form 8-K). (m) Stock Acquisition Agreement dated May 3, 1990 between Seal Purchase Corp. and Bunzl Graphic Arts, Inc. relating to Seal (incorp. by ref. to Ex 2(b) to May 1990 Form 8-K). (11) Statement re: computation of per share earnings (incorp. by ref. to Ex. 11 to fiscal 1993 Form 10-K). (21) Subsidiaries (incorp. by ref. to Ex. 21 to fiscal 1993 Form 10-K). (23) (a) Consent of Coopers & Lybrand to incorporation by reference, in Registration Statement No.s 33-70660, 33- 25947, 33-6359 and 2-83144 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 1993 Form 10-K). (b) Consent of Coopers & Lybrand to incorporation by reference, in Registration Statement No. 33-6359 on Form S-8, of their report on the financial statements related to the Savings Plan included with this report as amended (filed herewith). * 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. 8 (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 28, 1994 By: ______________________________ Robert B. Fritsch President and Chief Operating Officer By: ______________________________ William E. Chandler Senior Vice President, Finance (Principal Financial and Accounting Officer) 9 REPORT OF INDEPENDENT ACCOUNTANTS To the Savings Plan Administrative Committee of Hunt Manufacturing Co.: We have audited the combined financial statements of the Hunt Manufacturing Co. Savings Plan as listed in Item 14 on pages 2 and 3. These financial statements are the responsibility of the Savings Plan 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 misstate- ment. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial state- ments. An audit also includes assessing the accounting princi- ples 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 Hunt Manufacturing Co. Savings Plan financial statements listed in Item 14 on pages 2 and 3 present fairly, in all material respects, the combined financial position of the Hunt Manufacturing Co. Savings Plan as of December 31, 1993 and 1992, and the combined results of their operations for the years ended December 31, 1993, 1992 and 1991 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 Fund Information in the statement of financial condition and the statement of income and changes plan equity is presented for purposes of additional analysis rather than to present the financial condition and income and changes in plan equity of each fund. The Fund Information has been subjected to the auditing procedures applied in the audits of the basic financial state- ments and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. COOPERS & LYBRAND 2400 Eleven Penn Center Philadelphia, Pennsylvania June 15, 1994 PF-1 10 HUNT MANUFACTURING CO. SAVINGS PLAN STATEMENT OF FINANCIAL CONDITION December 31, 1993
Balanced Blended Select Stock Ultra Participant ASSETS Fund GIC Trust Fund Fund Fund Loans Total -------- --------- ------ ------ ------ ----------- ----- Investments at fair value (Note 2): Balance Fund, 113,766 units at $16.00/unit (cost $1,753,971) $1,820,253 $ 1,820,253 Bankers Trust Pyramid GIC Fund, 1,024,870 units at $1.00/unit (cost $1,024,870) $1,024,870 1,024,870 Guaranteed Investment Contracts 2,165,318 2,165,318 Select Fund, 60,496 units at $39.46/unit (cost $2,497,285) $2,387,161 2,387,161 Hunt Manufacturing Co., 159,050 shares at $15.50/share (cost $2,523,597) $2,465,275 2,465,275 Ultra Fund, 132,795 units at $21.39/unit (cost $2,410,214) $2,840,474 2,840,474 Participant loans (cost $5,519) $5,519 5,519 Cash - - - 7,890 - - 7,890 Receivables: Employer's contribution 2,912 4,705 4,647 1,514 5,072 - 18,850 Participant's contribution 12,779 22,577 21,576 7,920 25,414 - 90,266 ---------- ---------- --------- ---------- ---------- --------- ----------- Total assets $1,835,944 $3,217,470 $2,413,384 $2,482,599 $2,870,960 $5,519 $12,825,876 ========== ========== ========== ========== ========== ========= =========== LIABILITIES Payable for employee withdrawals - $ 3,154 - - - - $ 3,154 Plan equity $1,835,944 3,214,316 $2,413,384 $2,482,599 $2,870,960 5,519 12,822,722 ---------- ---------- ---------- ---------- ---------- --------- ----------- Total liabilities and plan equity $1,835,944 $3,217,470 $2,413,384 $2,482,599 $2,870,960 $5,519 $12,825,876 ========== ========== ========== ========== ========== ========= ===========
The accompanying notes are an integral part of the financial statements. PF-2 11 HUNT MANUFACTURING CO. SAVINGS PLAN STATEMENT OF FINANCIAL CONDITION December 31, 1992 _______
Fixed Stock Income Equity ASSETS Fund Fund Fund Total ----- ------ ------ ----- Investments at fair value (Note 2): Hunt Manufacturing Co., 156,782 shares of common stock (cost $2,421,734) $2,057,801 - - $2,057,801 Guaranteed Investment Contracts - $4,490,298 - 4,490,298 Cash (702) 888,901 $1,935,405 2,823,604 Receivables: Employer's contribution 1,957 8,489 1,789 12,235 Participant's contribution 9,286 44,054 10,550 63,890 ---------- ---------- ---------- ---------- Total assets $2,068,342 $5,431,742 $1,947,744 $9,447,828 ========== ========== ========== ========== LIABILITIES Payable for employee withdrawals $ 13,444 $ 26,467$ 12,001$ 51,912 Plan equity 2,054,898 5,405,275 1,935,743 9,395,916 ---------- ---------- ---------- ---------- Total liabilities and plan equity $2,068,342 $5,431,742 $1,947,744 $9,447,828 ========== ========== ========== ==========
The accompanying notes are an integral part of the financial statements. PF-3 12 HUNT MANUFACTURING CO. SAVINGS PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY for the year ended December 31, 1993
Balanced Blended Select Ultra ADDITIONS Fund GIC Trust Fund Fund -------- --------- ------ ----- Additions: Investment income: Net appreciation in fair value of investments $ 58,304 - $ 4,345 $ 412,252 Dividends 48,307 - 363,702 - Interest - $ 193,226 - - Contributions: Participants' 316,174 530,729 426,693 505,300 Employer's 63,110 104,855 88,112 95,340 ---------- ---------- ---------- ----------- Total additions 485,895 828,810 882,852 1,012,892 ---------- ---------- ---------- ----------- DEDUCTIONS Deductions: Benefits paid to participants (72,387) (428,671) (153,685) (96,262) Forfeitures - (3,174) - - ---------- ---------- ---------- ----------- Total deductions (72,387) (431,845) (153,685) (96,262) ---------- ---------- ---------- ----------- Interfund transfers 1,411,784 2,739,656 1,672,939 1,929,267 ---------- ---------- ---------- ----------- 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 Transfer of net assets from Seal Products, Inc. Savings Plan for the Naugatuck, Connecticut Bargaining Unit (see Note 7) 10,652 77,695 11,278 25,063 ---------- ---------- ---------- ----------- Net increase (decrease) 1,835,944 3,214,316 2,413,384 2,870,960 Plan equity, January 1, 1993 - - - - ---------- ---------- ---------- ----------- Plan equity, December 31, 1993 $1,835,944 $3,214,316 $2,413,384 $2,870,960 ========== ========== ========== ==========
Continued 13 HUNT MANUFACTURING CO. SAVINGS PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY for the year ended December 31, 1993 Continued
Stock Income Equity Participant ADDITIONS Fund Fund Fund Loans Combined ----- ------ ------- ------------ -------- Additions: Investment income: Net appreciation in fair value of investment $ 318,396 - - - $ 793,297 Dividends 57,200 - - - 469,209 Interest - - - $525 193,751 Contributions: Participants' 206,041 - - - 1,984,937 Employer's 336,541 - - - 687,958 ---------- ---------- ---------- ------ ----------- Total additions 918,178 - - 525 4,129,152 ---------- ---------- ---------- ------ ----------- DEDUCTIONS Deductions: Benefits paid to participants (73,481) - - - (824,486) Forfeitures - - - - (3,174) ---------- ---------- ---------- ------ ----------- Total deductions (73,481) - - - (827,660) ---------- ---------- ---------- ------ ----------- Interfund transfers (417,622) (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 427,075 (5,405,275) (1,935,743) 5,519 3,301,492 Transfer of net assets from Seal Products, Inc. Savings Plan for the Naugatuck, Connecticut Bargaining Unit (see Note 7) 626 - - - 125,314 ---------- ---------- ---------- ------ ----------- Net increase (decrease) 427,701 (5,405,275) (1,935,743) 5,519 3,426,806 Plan equity, January 1, 1993 2,054,898 5,405,275 1,935,743 - 9,395,916 ---------- ---------- ---------- ------ ----------- Plan equity, December 31, 1993 $2,482,599 - - $5,519 $12,822,722 ========== ========== ========== ====== ===========
The accompanying notes are an integral part of the financial statements. PF-4 14 HUNT MANUFACTURING CO. SAVINGS PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY for the year ended December 31, 1992 _______
Fixed Stock Income Equity Fund Fund Fund Total ------ ------ ------ ----- ADDITIONS Additions: Investment income: Dividends $ 38,215 - $ 29,124 $ 67,339 Interest 2,772 $ 346,914 388 350,074 Net appreciation in market value of investments - - 72,217 72,217 Contributions: Participants' 225,275 824,889 292,301 1,342,465 Employer's 336,894 186,235 71,418 594,547 ---------- ---------- ---------- ---------- Total additions 603,156 1,358,038 465,448 2,426,642 ---------- ---------- ---------- ---------- DEDUCTIONS Deductions: Benefits paid to participants (118,573) (372,434) (79,241) (570,248) Forfeitures (228) (3,303) (1,516) (5,047) Net depreciation in market value of investments (279,259) - - (279,259) ---------- ---------- ---------- ---------- Total deductions (398,060) (375,737) (80,757) (854,554) ---------- ---------- ---------- ---------- Interfund transfers 18,956 (199,498) 180,542 - ---------- ---------- ---------- ---------- Net increase 224,052 782,803 565,233 1,572,088 Plan equity, January 1, 1992 1,830,846 4,622,472 1,370,510 7,823,828 ---------- ---------- ---------- ---------- Plan equity, December 31, 1992 $2,054,898 $5,405,275 $1,935,743 $9,395,916 ========== ========== ========== ==========
The accompanying notes are an integral part of the financial statements. PF-5 15 HUNT MANUFACTURING CO. SAVINGS PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY for the year ended December 31, 1991 _______
Fixed Stock Income Equity Fund Fund Fund Total ------ ------ ------ ----- ADDITIONS Additions: Investment income: Dividends $ 38,556 - $ 28,082 $ 66,638 Interest 1,369 $ 19,002 16,999 337,370 Net appreciation in market value of investments 239,412 - 300,425 539,837 Contributions: Participants 194,141 850,370 192,252 1,236,763 Employer's 309,709 218,308 37,631 565,648 ---------- ---------- ---------- ---------- Total additions 783,187 1,387,680 575,389 2,746,256 ---------- ---------- ---------- ---------- DEDUCTIONS Deductions: Benefits paid to participants (94,213) (260,601) (25,561) (380,375) Forfeitures (1,594) (3,602) (781) (5,977) ---------- ---------- ---------- ---------- Total deductions (95,807) (264,203) (26,342) (386,352) ---------- ---------- ---------- ---------- Interfund transfers 55,474 144,758 (200,232) - ---------- ---------- ---------- ---------- Net increase before asset transfer from the Seal Products, Inc. Retirement Savings Plan 742,854 1,268,235 348,815 2,359,904 Transfer of net assets from Seal Products, Inc. Retirement Savings Plan (see Note 6) - 190,673 81,732 272,405 ---------- ---------- ---------- ---------- Net increase 742,854 1,458,908 430,547 2,632,309 Plan equity, January 1, 1991 1,087,992 3,163,564 939,963 5,191,519 ---------- ---------- ---------- ---------- Plan equity, December 31, 1991 $1,830,846 $4,622,472 $1,370,510 $7,823,828 ========== ========== ========== ==========
The accompanying notes are an integral part of the financial statements. PF-6 16 HUNT MANUFACTURING CO. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS _______ 1. Description of Plan: The following description of the Hunt Manufacturing Co. Savings Plan (Plan) provides only general information. Participants should refer to the Plan agreement and the summary plan description for a more complete description of the Plan's provisions. 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, other than leased employees, non-resident aliens, 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 programs who assume temporary employment with a participating company during the summer months, associates who are hired for a specific length of time of no more than 18 consecutive months, 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 otherwise provides), are eligible to participate in the Plan upon meeting the applicable service requirements. Non- bargaining unit associates of Seal Products Incorporated became eligible to participate in the Plan effective January 1, 1991. 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. Eligible associates who have completed at least one year of service as of January 1, April 1, July 1, or October 1 (before January 1, 1993) are eligible to participate in the Associate Pre- Tax Contribution and Matching Contribution portions of the Plan and eligible associates other than certain officers and directors who have completed at least two consecutive years of service, as of 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 17 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 $8,994, as adjusted ($9,240 for 1994). 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 of pay 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 $235,840 ($150,000 effective January 1, 1994) as adjusted. Such Basic Contributions can only be invested in the Stock Fund and are nontransferable 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. 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. Continued PF-8 18 NOTES TO FINANCIAL STATEMENTS, Continued _______ 1. Description of Plan, continued: Vesting, continued: 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, 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 tentatively forfeits the nonvested balance upon his or her separation from service. If the participant is re-employed before incurring five consecutive one- year breaks in service, his or her account will be restored. 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 19 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: 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, and Ultra Funds are stated at the unit value published as of the end of the plan year. The Blended GIC Trust at December 31, 1993 and Fixed Income Fund at December 31, 1992 includes Guaranteed Investment Contracts which are stated at cost plus accrued interest. Based on available information at December 31, 1993 and 1992, the Company believes that the fair value of the Guaranteed Investment Contracts are 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. Continued PF-10 20 NOTES TO FINANCIAL STATEMENTS, Continued _______ 2. Summary of Significant Accounting Policies, continued: Investment Income: Dividend income is recorded on the ex dividend date. Income from other investments is recorded as earned on the accrual basis. 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 income and changes in equity 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 are paid by the Company. 3. Investment Program: Contributions to the Plan are invested, as directed by the participants, 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. Continued PF-11 21 NOTES TO FINANCIAL STATEMENTS, Continued _______ 3. Investment Program, continued: 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 1993 Principally, 7.42% to 9.10% through 1994 (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 in- vestment 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) Stock Fund - a fund consisting of common stock of Hunt Manufacturing Co. purchased in the open market, or directly from the Company. (6) Fixed Income Fund - a fund consisting of Guaranteed Investment Contracts with the John Hancock Mutual Life Insurance Company, the Metropolitan Life Insurance Company, the New England Mutual Life Insurance Company and the Sun Life Insurance Company of America (1991) under which an annual fixed rate of interest is paid, net of administrative expenses, for a specified period of time in accordance with the terms of the agreement. The fixed annual interest rates are as follows: Net Effective Time of Deposit Annual Interest Rate --------------- -------------------- Funds deposited during 1992 5.81% through 1992 Funds deposited during 1991 8.74% through 1992 Funds deposited during 1990 8.35% through 1992 Funds deposited during 1989 8.96% through 1991 Continued PF-12 22 NOTES TO FINANCIAL STATEMENTS, Continued _______ 3. Investment Program, continued: (7) Equity Fund - a fund consisting primarily of invest- ments in common and preferred stocks. There were 1,354 and 1,348 Plan participants at December 31, 1993 and 1992, respectively, who participated in one or more of the investment funds. At December 31, 1993 and 1992, the number of participants selecting each of the investment funds for their contributions was as follows: 1993 1992 ---- ---- Stock Fund 1,233 1,255 Capital Preservation Fund 626 - Balanced Fund 382 - Select Fund 602 - Ultra Fund 559 - Fixed Income Fund - 953 Equity Fund - 349 4. Participant Loans: Participants who are members of the Seal Bargaining unit may borrow from their fund accounts a minimum of $1,000 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 usually does not exceed five years. However, a loan used for the purpose of acquiring the principal residence of the Participant may exceed five years. Loans are required to be repaid in equal periodic installments of principal and interest, payable no less frequently than quarterly during each twelve-month period beginning with the date of the loan and each anniversary. Loans are required to be collateralized by an assignment of a portion of the participant's interest in his accrued benefit attributable to employer contributions equal to the principal amount of the loan, and supported by the participant's secured promissory note. The Plan Administrator determines the interest rate on the basis of prevailing interest rates. Participant loans mature June 4, 1994 to July 15, 1996 and bear interest at 7% to 11% at December 31, 1993. Continued PF-13 23 NOTES TO FINANCIAL STATEMENTS, Continued _______ 5. Tax Status: The Plan obtained its latest determination from the Internal Revenue Service by letter dated September 15, 1988, in which the Internal Revenue Service stated that the Plan, in form, was in compliance with the applicable requirements of the Internal Revenue Code. The plan has been amended since receiving the determination letter. However, the Plan's tax counsel believes that the Plan, in form, complies with the requirements of the Internal Revenue Code, as currently in effect, and the Plan administrator believes that the Plan, both in form and operation, is in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 6. Guaranteed Investment Contracts: The cost and fair value of Guaranteed Investment Contracts held by the Plan at December 31, 1993 and 1992 are as follows: 1993 1992 ---------------------- ---------------------- Fair Fair Cost Value Cost Value ---- ----- ---- ----- John Hancock Mutual Life Insurance Co. Guaranteed Investment Contract* - - $2,445,236 $2,445,236 Metropolitan Life Insurance Co. Guaranteed Investment Contract* $2,070,573 $2,070,573 1,906,384 1,906,384 New England Mutual Life Insurance Co. Guaranteed Investment Contracts 94,745 94,745 138,678 138,678 ---------- ---------- ---------- ---------- $2,165,318 $2,165,318 $4,490,298 $4,490,298 ========== ========== ========== ========== *These individual investments represent 5% or more of the Plan's net assets available for benefits. Continued PF-14 24 NOTES TO FINANCIAL STATEMENTS, Continued _______ 7. 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. On January 1, 1991, certain employees of the Seal Products, Incorporated Retirement Savings Plan 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 Retirement Savings Plan prior to January 1, 1991 were transferred to the Plan during 1991. The net amount transferred, $279,730, represented the account balances of eligible employees as of December 31, 1990 plus interest of $7,325 earned through the date of transfer. 8. 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 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-15 EX-23 2 26 Exhibit 23(b) CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Hunt Manufacturing Co. Savings Plan Form S-8 Registration Statement (Registration No. 33-6359), of our report dated June 15, 1994, on our audits of the combined and individual fund statements of the Hunt Manufacturing Co. Savings Plan as of December 31, 1993 and 1992 and for the years ended December 31, 1993, 1992, and 1991 which report is included in this Form 10-K/A which is Amendment No. 1 to Hunt Manufacturing Co.'s 1993 Annual Report on Form 10-K. COOPERS & LYBRAND 2400 Eleven Penn Center Philadelphia, Pennsylvania June 28, 1994 -----END PRIVACY-ENHANCED MESSAGE-----