-----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, oMgh3SSsPYA/vzs2tfMrwLTo0c1sopT23BCPMfbYEn3jzaT4IzHa2nycYYTCbmVs Xl0NJtVjEAMqEMA6fMN4tw== 0000950116-94-000179.txt : 19941229 0000950116-94-000179.hdr.sgml : 19941229 ACCESSION NUMBER: 0000950116-94-000179 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19941228 EFFECTIVENESS DATE: 19950116 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUNT MANUFACTURING CO CENTRAL INDEX KEY: 0000049146 STANDARD INDUSTRIAL CLASSIFICATION: PENS, PENCILS & OTHER ARTISTS' MATERIALS [3950] IRS NUMBER: 210481254 STATE OF INCORPORATION: PA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-57103 FILM NUMBER: 94566651 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 S-8 1 S-8 1 As filed with the Securities and Exchange Commission on December 28, 1994 Registration No 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 F O R M S - 8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HUNT MANUFACTURING CO. (Exact name of issuer as specified in its charter) Pennsylvania 21-0481254 (State of incorporation) (IRS Employer Identification No.) 230 South Broad Street Philadelphia, Pennsylvania 19102 (Address of Principal Executive (Zip Code) Offices) HUNT MANUFACTURING CO. SAVINGS PLAN (Full title of the plan) William E. Chandler Senior Vice President, Finance Hunt Manufacturing Co. 230 South Broad Street Philadelphia, PA 19102 (215) 732-7700 (Name, address and telephone number of agent for service) Copy to: John C. Bennett, Jr., Esq. Drinker Biddle & Reath 1100 Philadelphia National Bank Building 1345 Chestnut Street Philadelphia, PA 19107 CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount to be to be price per offering registra- registered registered share (1) price (1) tion fee - ------------------------------------------------------------------------------- Common Shares, par value .$10 per share(2) 300,000 shares $13.875 $4,162,500 $1,435 - ------------------------------------------------------------------------------- (1) Estimated solely for the purpose of calculating the amount of the registration fee, pursuant to Rule 457(h), on the basis of the sales price of the Common Shares on the New York Stock Exchange on December 22, 1994. (2) This registration statement shall be deemed to register an indeterminate amount of interests in the Plan that are separate securities and required to be registered under the Securities Act of 1933. 2 This registration statement is being filed for the purpose of registering additional securities under Registrants' Savings Plan. Securities issued under the Plan also have been registered under registration statement number 33-6359. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS (Not required to be filed as part of this registration statement) PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. Hunt Manufacturing Co. (the "Company" or "Registrant") and the Hunt Manufacturing Co. Savings Plan (the "Plan") hereby incorporate into this registration statement by reference: (a) the Company's Annual Report on Form 10-K for the fiscal year ended November 28, 1993 and Amendment No. 1 thereto containing the Plan's financial statements; (b) the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended February 27, 1994, May 29, 1994 and August 29, 1994; and (c) the description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A filed under the Securities Exchange Act of 1934 on October 27, 1980; and the description of the Rights which are deemed to be attached to the Company's Common Stock (until the occurrence of certain events) contained in the Company's Form 8-A which became effective on August 31, 1990. All reports subsequently filed by the Company and the Plan pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities Not applicable 3 Item 5. Interests of Named Experts and Counsel Not applicable Item 6. Indemnification of Directors and Officers The By-laws of the Company limit the personal liability of directors of the Company for monetary damages for any action taken, or any failure to take any action, as a director except to the extent that a director's liability for monetary damages may not be limited or avoided under the terms of the Pennsylvania Directors' Liability Act, as the same may be amended from time to time, or any applicable Pennsylvania statute thereafter enacted. The Directors' Liability Act generally provides that the liability of directors may not be limited for a director's breach of or failure to perform the duties of his or her office or for self-dealing, nor may the limitation of liability extend to the responsibility or liability of a director under any criminal statute or for the payment of taxes under local, state or federal law. The By-laws of the Company essentially provide for indemnification of directors and officers of the Company and its subsidiaries to the full extent permitted by the Pennsylvania Business Corporation Law and other applicable law. The By-laws provide that the Company shall indemnify any person who was or is a party (other than a party plaintiff suing in their own behalf or in the right of the Company) or is threatened to be made a party to or a subject of any threatened, pending or completed action, suit or proceeding (collectively, a "Proceeding"), including actions by or in the right of the Company , whether civil, criminal, administrative or investigative, by reason of the fact that such person (an "Indemnified Person") is or was a director or officer of the Company, or is or was serving, while a director or officer of the Company, at the request of the Company as a director, officer, employee, agent, fiduciary or other representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys' fees), judgments, fines, excise taxes, punitive damages and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding, unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. If a person is entitled to indemnification in respect of a portion, but not to all, of any liability, the Company shall indemnify such person to the extent of such portion. The By-laws also state that the indemnification provided for therein is not exclusive of any other rights persons seeking indemnification might have. Thus, the By-Laws permit the Company to enter into indemnification agreements with directors and officers and other Indemnified Persons and to purchase and maintain insurance on behalf of such persons against any 4 liability incurred by them in any such capacity or arising out of their status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of the Company's By-laws. The Company currently maintains directors' and officers' liability insurance. Item 7. Exemption from Registration Claimed. Not applicable Item 8. Exhibits. (4) Instruments defining the rights of security holders: (a) Restated Articles of Incorporation, as amended (composite). (b) By-Laws, as amended (incorp. by ref. to Ex. 4(a) to fiscal 1990 Form 10-K). (c) Rights Agreement dated as of August 8, 1990 (including as Exhibit A thereto the Designation of Powers, Preferences, Rights and Qualifications of Preferred Stock), between the Company and Mellon Bank (East), N.A., as original Rights Agent (incorp. by ref. to 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). (d) 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, have not been filed as exhibits to this registration statement. The Company agrees to furnish to the Commission, upon request, copies of any such unfiled instruments. (5) The Registrant has submitted or will submit the Savings Plan and amendments thereto to the Internal Revenue Service ("IRS") in a timely manner and has made or will make all changes required by the IRS in order to qualify such Plan. 5 (23) Consents of Experts and Counsel (a) Consent of Coopers & Lybrand (b) (the consent of counsel is contained in the opinion filed as Exhibit 5(a) hereto) Item 9. Undertakings The undersigned Registrant hereby undertakes as follows: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) of the Securities Exchange Act of 1934 (and, if applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new 6 registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on From S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Philadelphia, Pennsylvania on December 22, 1994. HUNT MANUFACTURING CO. By/s/ William E. Chandler ----------------------- William E. Chandler Senior Vice President, Finance 8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. EACH PERSON IN SO SIGNING, ALSO MAKES, CONSTITUTES AND APPOINTS RONALD J. NAPLES, CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF THE REGISTRANT, AND WILLIAM E. CHANDLER, SENIOR VICE PRESIDENT, FINANCE, OF THE REGISTRANT, AND EACH OF THEM, HIS OR HER TRUE AND LAWFUL ATTORNEYS-IN-FACT, IN HIS OR HER NAME, PLACE AND STEAD TO EXECUTE AND CAUSE TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ANY AND ALL POST-EFFECTIVE AMENDMENTS TO THIS REGISTRATION STATEMENT. Signature Capacity Date /s/ Ronald J. Naples Chairman of the December 14, 1994 - --------------------------- Board, Director and Ronald J.Naples Chief Executive Officer /s/ William E. Chandler Senior Vice Presi- December 14, 1994 - --------------------------- dent, Finance William E. Chandler (Principal Financial Officer) /s/ Stephen P. Rolf Vice President and December 14, 1994 - --------------------------- Controller (Principal Stephen P. Rolf Accounting Officer) /s/ Vincent G. Bell, Jr. Director December 14, 1994 - --------------------------- Vincent G. Bell, Jr. /s/ Jack Farber Director December 14, 1994 - --------------------------- Jack Farber /s/ Robert B. Fritsch Director December 14, 1994 - --------------------------- Robert B. Fritsch /s/ William F. Hamilton Director December 14, 1994 - --------------------------- William F. Hamilton /s/ Mary R. Henderson Director December 14, 1994 - --------------------------- Mary R. (Nina) Henderson /s/ Gordon A. MacInnes, Jr. Director December 14, 1994 - --------------------------- Gordon A. MacInnes, Jr. /s/ Wilson D. McElhinny Director December 14, 1994 - --------------------------- Wilson D. McElhinny /s/ Robert H. Rock Director December 14, 1994 - --------------------------- Robert H. Rock /s/ Roderic H. Ross Director December 14, 1994 - --------------------------- Roderic H. Ross /s/ Victoria B. Vallely Director December 14, 1994 - ----------------------- Victoria B. Vallely 9 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Administrators of the Plan have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Philadelphia, Pennsylvania on December 22, 1994. HUNT MANUFACTURING SAVINGS PLAN By /s/ William E. Chandler ----------------------------------- Member of Administrative Committee 10 INDEX OF EXHIBITS FILED WITH THIS REGISTRATION STATEMENT Exhibit 4(a) Restated Articles of Incorporation, as amended (composite) 23 Consent of Coopers & Lybrand EX-4 2 EXHIBIT 4(A) 1 Exhibit 4(a) Composite Restated Articles of Incorporation as amended of HUNT MANUFACTURING CO. 1st. The name of the corporation is Hunt Manufacturing Co. 2nd. The location and post office address of its registered office in the Commonwealth of Pennsylvania is 1405 Locust Street, Philadelphia, Pennsylvania. 3rd. The corporation shall have unlimited power to engage in or to do any lawful act concerning any or all lawful business for which corporations may be incorporated under the Act of May 5, 1933, P.L. 364, as amended. The corporation is organized under the Act of May 5, 1933, P.L. 364, as amended. 4th. The term of which it is to exist is perpetual. 5th. The aggregate number of shares which the Corporation shall have authority to issue is: 41,000,000 shares, dividend into 1,000,000 Preferred Shares of the par value of $.10 per share, and 40,000,000 Common Shares of the par value of $.10 per share. A description of the shares of each class and a statement of the preferences, qualifications, limitations, restrictions, and the special or relative rights granted to or imposed upon the shares of each class, except such thereof as the Board of Directors is authorized to fix, as hereinafter provided, is as follows: I. PREFERRED SHARES The Preferred Shares may be divided into and issued in series, each series to be so designated as to distinguish the shares thereof from the shares of all other series and classes. The Board of Directors of the Corporation shall have authority, by resolution, to divide any or all of the Preferred Shares into one or more series and, with respect to each series to establish and, prior to the issue thereof, to fix and determine a distinguishing designation therefor and to fix and determine: (a) the rate at which dividends on the shares shall be declared and paid or set aside for payment; whether dividends at the rate so determined shall be cumulative and 2 if so from what date or dates and on what terms; and whether the shares shall be entitled to any participating or other dividends in addition to dividends at the rate so determined, and if so on what terms; (b) whether or not the shares shall have voting rights, in addition to the voting rights provided by law, and if so, the terms and conditions thereof; (c) whether the shares shall have conversion privileges and, if so, the terms and conditions of such conversion, including provisions for any adjustment of the conversion rate; (d) whether or not the shares shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; (e) whether any shares shall be redeemed through sinking fund payments, and, if so, on what terms; (f) the rights of the shares of each series in the event of voluntary or involuntary liquidation, dissolution, winding up or distribution of the assets of the Corporation; and (g) any other relative rights, preferences and limitations of each series. II. COMMON SHARES Except as expressly provided by law or by resolution of the Board of Directors pursuant to the authority granted under Article 5 I hereof, all voting rights shall be vested in the holders of the Common Shares. 6th. The number of directors which shall constitute the whole board of directors of the corporation shall be the number from time to time fixed by the by-laws of the corporation, and such number of directors so fixed in such by-laws may be changed only upon the affirmative vote of (i) the holders of at least 70% of all the securities of the corporation then entitled to vote on such change, or (ii) two-thirds of the directors in office at the time of the vote. At the time of the corporation's annual meeting of stockholders in 1982, the Board of Directors shall be divided into three classes: Class I, Class II and Class III. Such 3 classes shall consist of, as nearly as possible, equal numbers of directors. The term of office of the initial Class I directors shall expire at the regular annual meeting of stockholders in 1983; the term of office of the initial Class II directors shall expire at the regular annual meeting of stockholders in 1984, and the term of office of the initial Class III directors shall expire at the regular annual meeting of stockholders in 1985, or in each case when their respective successors are thereafter elected and qualified. At each annual election held after 1982, the directors chosen to succeed those whose terms are expiring shall be identified as being of the same class of directors as those whom they succeed and shall be elected for a term expiring at the third succeeding regular annual meeting of stockholders after their election or in each case when their respective successors are thereafter elected and qualified. In the event of any increase or decrease in the authorized number of directors, (i) each director then serving as such shall nevertheless continue as a director of the class of which he is a member until the expiration of his current term and (ii) the newly created or eliminated directorships resulting from such increase or decrease shall be apportioned by the Board of Directors among the three classes of directors so as to maintain such classes as nearly equal in number as possible. Subject to Sections 4.05(B) and 4.05(C) of the Pennsylvania Business Corporation Law, any director may be removed with or without cause only upon the affirmative vote of the holders of at least 70% of all of the securities of the corporation entitled to vote for the election of directors; provided that no director shall be removed unless the entire class of the Board of which the director is a member is removed in any case where the votes cast against the resolution for said director's removal represent a number of shares sufficient, if cumulatively voted at an annual election of directors, to elect one or more directors to the class of [which] the director is a member. Should a vacancy occur or be created, whether arising through death, resignation or removal (otherwise than by vote of the voting stockholders of the corporation, as provided above) of a director or through an increase in the number of directors of any class (effected otherwise than by vote of the voting stockholders of the corporation, as provided above), such vacancy shall be filled by a majority vote of the remaining directors of the class in which such vacancy occurs or by the sole remaining director of that class if only one such director remains or by a majority vote of the remaining directors of the other two classes if there be no remaining member of the class in which the vacancy occurs. In all other cases any such vacancy shall be filled by vote of the voting stockholders of the corporation. A director so elected to fill a vacancy shall serve for the remainder of the then present term of office of the class to which he was elected. 4 (A) The affirmative vote of the holders of at least 70% of all of the securities of the corporation entitled to vote shall, except as provided in paragraph (B) of this Article 7th, be required in order for any of the following actions or transactions to be effected by the corporation, or approved by the corporation as stockholder of any subsidiary of the corporation: (i) any merger or consolidation of the corporation or any of its subsidiaries with or into a Related Person (as hereinafter defined) or any affiliate, subsidiary or associate (as each of said terms is defined in the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder) of a Related Person, or (ii) any sale, lease, exchange or other disposition of all or any substantial part of the assets of the corporation or any of its subsidiaries to or with a Related Person or any affiliate, subsidiary or associate of a Related Person, or (iii) any issuance or delivery by the corporation of any voting securities (or any securities or other instruments convertible into voting securities) of the corporation or any of its subsidiaries (other than securities issued or delivered by the corporation pursuant to (a) any present or future stock option plan or other stock plan created for the benefit of the officers and employees of the corporation or any of its subsidiaries or (b) any underwritten public offering) to a Related Person or any affiliate, subsidiary or associate of a Related Person in exchange for cash, other assets or securities, or any combination thereof, or (iv) any dissolution of the corporation. (B) The vote of the securityholders specified in paragraph (A) of this Article 7th shall not apply to any action or transaction specified in such paragraph if: (i) such action or transaction is approved in advance by a majority of the "Continuing Directors" (said term to mean and include all directors of the corporation then in office who were duly elected prior to the time the person, corporation or entity involved in such action or transaction (either directly or with or through any affiliates, subsidiaries or associates) became a Related Person, and all directors of the corporation elected as such at the annual meeting of securityholders at which this Article 7th was adopted) or (ii) such action or transaction involves solely the corporation and one or more subsidiaries of 5 the corporation, or involves solely two or more subsidiaries of the corporation (provided that none of the stock of any such subsidiary involved is directly or indirectly beneficially owned by a Related Person (other than such ownership arising solely because of ownership interests in the corporation)), and, in the case of a merger, the corporation is the surviving corporation or a subsidiary of the corporation is the surviving corporation and following such merger the certificate or articles of incorporation of such subsidiary contain provisions substantially the same as those in Articles 6th, 7th and 8th of these Articles of Incorporation. (C) In determining whether or not to approve or recommend the approval of any transaction of the type enumerated in items (i), (ii) or (iii) of paragraph (B) above, whether or not involving (directly or indirectly) a Related Person, or any other transaction having a similar major effect upon the properties, operations or control of the Company, the Board of Directors or the Continuing Directors, as the case may be, shall be entitled to consider, as separate and independent factors, with such relative weights as they may assign, the following: (i) the character, integrity, business philosophy and financial status of the other party or parties to the transaction; (ii) the consideration to be received by the corporation or its securityholders in connection with such transaction, as compared to (a) the current market price or value of the corporation's properties or securities; (b) the value of the corporation, its properties or securities in a freely negotiated transaction; (c) the estimated future value of the corporation, its properties or securities; (d) such other measures of the value of the corporation, its properties or securities as the directors may deem appropriate; (iii) the projected social, legal and economic effects of the proposed action or transaction upon employees, suppliers and customers of the corporation and the communities where the corporation does business; (iv) the general desirability of the corporation's continuing as an independent entity; and (v) such other factors as they may deem relevant. 6 (D) The term "Related Person" as used herein shall mean and include any individual, corporation, partnership or other person or entity which, together with its affiliates and associates and any other person or entity with which it or its affiliates or associates has any agreement, arrangement or understanding, directly or indirectly, for the purpose of acquiring, holding, voting or disposing of voting securities of the corporation, directly or indirectly beneficially owns 5% or more in the aggregate of the outstanding voting securities of the corporation. A majority of the Continuing Directors then in office shall have the power and the duty to determine for purposes of this Article 7th, on the basis of information then known to them, who shall constitute a Related Person and its affiliates, subsidiaries and associates. Any such determination by the Continuing Directors shall be conclusive and binding for all purposes. 8th The provisions set forth in this Article 8th and in Articles 6th and 7th herein may not be repealed or amended in any respect unless such action is approved by the affirmative vote of the holders of at least 70% of all of the securities of the corporation entitled to vote thereon. EX-23 3 1 Exhibit 23 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Hunt Manufacturing Co. Savings Plan Form S-8 Registration Statement of our report dated January 17, 1994 on our audits of the consolidated financial statements and financial statement schedules of Hunt Manufacturing Co. as of November 28, 1993 and November 29, 1992 and for the years ended November 28, 1993, November 29, 1992, and December 1, 1991 appearing in the annual report on Form 10-K and our report dated June 15, 1994, on our audits 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 appearing on the Form 10-K/A which is Amendment No. 1 to the Hunt Manufacturing Co.'s 1993 Annual Report on Form 10-K. COOPERS & LYBRAND L.L.P. 2400 Eleven Penn Center Philadelphia, Pennsylvania December 28, 1994 -----END PRIVACY-ENHANCED MESSAGE-----