-----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, tCsO67n9oh9R2PQtjFp/xZ2ynVTlfjSazDWt75XKJrKylJMMFo0JpJ/VW3ieIAD8 a79vLnH+BsbsCzHRT5TG0Q== 0000950116-95-000271.txt : 199506300000950116-95-000271.hdr.sgml : 19950630 ACCESSION NUMBER: 0000950116-95-000271 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941127 FILED AS OF DATE: 19950629 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUNT MANUFACTURING CO CENTRAL INDEX KEY: 0000049146 STANDARD INDUSTRIAL CLASSIFICATION: PENS, PENCILS & OTHER ARTISTS' MATERIALS [3950] IRS NUMBER: 210481254 STATE OF INCORPORATION: PA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08044 FILM NUMBER: 95550795 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 FORM 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended Commission File November 27, 1994 No. 1-8044 HUNT MANUFACTURING CO. (Registrant) Pennsylvania 21-0481254 - ---------------------------------- --------------------------------- (State of incorporation) (IRS Employer Identification No.) One Commerce Square 2005 Market Street Philadelphia, PA 19103-7085 - -------------------------------- -------------------------------- (Address of principal executive (Zip Code) offices) Registrant's telephone number, including area code: (215)656-0300 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class: on which registered: -------------------- ------------------------ Common Shares, par value $.10 per share New York Stock Exchange Rights to Purchase Series A Junior New York Stock Exchange Participating Preferred Stock Securities registered pursuant to Section 12(g) of the Act: None The registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X ------- The aggregate market value of the registrant's Common Shares (its only voting stock) held by non-affiliates of the registrant as of February 1, 1995 was approximately $177,000,000. (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, 1995 was 16,146,553. DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the registrant's 1995 definitive proxy statement relating to its April 1995 Annual Meeting of Shareholders (which proxy statement was filed with the Commission within 120 days after the end of the registrant's last fiscal year) are incorporated by reference into Part III of this report. 2 AMENDMENT TO 1994 FORM 10-K Pursuant to General Instruction F to Form 10-K and Rule 15d-21 under the Securities Exchange Act of 1934, Hunt Manufacturing Co.'s Annual Report on Form 10-K for the fiscal year ended November 27, 1994 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, 1994. 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 1994, 1993 and 1992 F-2 Consolidated Balance Sheets, November 27, 1994 and November 28, 1993 F-3 Consolidated Statements of Stockholders' Equity for the fiscal years 1994, 1993 and 1992 F-4 Consolidated Statements of Cash Flows for the fiscal years 1994, 1993 and 1992 F-5 Notes to Consolidated Financial F-6-27 Statements B. The Savings Plan: Report of Independent Accountants PF-1 3 Pages ----- Statements of Financial Condition as of December 31, 1994 and 1993 PF-2-3 Statements of Income and Changes in Plan Equity for the years ended December 31, 1994, 1993 and 1992 PF-4-6 Notes to Financial Statements PF-7-15 2. Financial Statement Schedules: II. Valuation and Qualifying Accounts for the fiscal years 1994, 1993 and 1992 F-28 All other schedules not listed above have been omitted, since they are not applicable or are not required, or because the required information is included in the consolidated financial statements or notes thereto. Individual financial statements of the Company have been omitted, since the Company is primarily an operating company and any subsidiary companies included in the consolidated financial statements are directly or indirectly wholly-owned and are not indebted to any person, other than the parent or the consolidated subsidiaries, in an amount which is material in relation to total consolidated assets at the date of the latest balance sheet filed, except indebtedness incurred in the ordinary course of business which is not overdue and which matures in one year. 3. Exhibits: (3) Articles of incorporation and bylaws: (a) Restated Articles of Incorporation, as amended (composite) (incorp. by ref. to Ex. 4(a) to Reg. Stmt. No. 33-57105 on Form S-8) (reference also is made to Exhibit 4(d) below for the Designation of Powers, Preferences, Rights and Qualifications of Preferred Stock). 4 (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 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. 5 (10) Material contracts: (a) Lease Agreement dated June 1, 1979 and First Supplemental Lease Agreement dated as of July 31, 1994 between the Iredell County Industrial Facilities and Pollution Control Financing Authority and the Company (incorp. by ref. to Ex. 10(a) to fiscal 1994 Form 10-K). (b) 1978 Stock Option Plan, as amended, of the Company (incorp. by ref. to Ex. 28(a) to Reg. Stat. No. 33-25947 on Form S-8).** (c) 1983 Stock Option and Stock Grant Plan, as amended, of the Company (incorp. by. ref. to Ex. 10(c) to fiscal 1992 Form 10-K).** (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 Ex. 10(e) to fiscal 1994 Form 10-K).** (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(g) to fiscal 1994 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(h) to fiscal 1994 Form 10-K).** 6 (i) (1) Form of Change in Control Agreement between the Company and various officers of the Company and (2) list of executive officers who are parties (incorp. by ref. to Ex. 10(i) to fiscal 1994 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).** (l) Master Agreement dated May 3, 1990 between the Company and Bunzl plc (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 1994 Form 10-K). (21) Subsidiaries (incorp. by ref. to Ex. 21 to fiscal 1993 Form 10-K). (23) (a) Consent of Coopers & Lybrand L.L.P. to incorporation by reference, in Registration Statement No.s 33-70660, 33-25947, 33-6359, 2-83144, 33-57105 and 33-57103 on Form S-8, of their report on the consolidated financial statements and schedules included in this report (incorp. by ref. to Ex. 23 to fiscal 1994 Form 10-K). (b) Consent of Coopers & Lybrand, L.L.P. to incorporation by reference, in Registration Statement Nos. 33-6359 and 33-57103 on Form S-8, of their report on the financial statements related to the Savings Plan included with this report as amended (filed herewith). 7 (27) Financial Data Schedule (incorp. by ref. to Ex. 27 to Fiscal 1994 Form 10-K). - ----------------- * Reference also is made to (i) Articles 5th, 6th, 7th and 8th of the Company's composite Articles of Incorporation (Ex. 3(a) to this report), and (ii) to Sections 1, 7 and 8 of the Company's By-laws (Ex. 3 (b) to this report). ** Indicates a management contract or compensatory plan or arrangement. (b) Reports on Form 8-K The Company did not file any reports on Form 8-K during the last quarter of the fiscal year covered by this report. ------------------------- SIGNATURES Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. HUNT MANUFACTURING CO. Dated: June 29, 1995 By: -------------------------------------- Robert B. Fritsch President and Chief Executive Officer By: -------------------------------------- William E. Chandler Senior Vice President, Finance (Principal Financial and Accounting Officer) 8 REPORT OF INDEPENDANT 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 Adminis- trative Committee. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the 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, 1994 and 1993, and the combined results of their operations for the years ended December 31, 1994, 1993 and 1992 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 in 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 statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. COOPERS & LYBRAND, LLP 2400 Eleven Penn Center Philadelphia, Pennsylvania June 14, 1995 PF-1 9 HUNT MANUFACTURING CO. SAVINGS PLAN STATEMENT OF FINANCIAL CONDITION December 31, 1994
Non- Participant Participant Directed Directed ---------------------------------------------------------------------- ------------ Balanced Blended Select Ultra Stock Participant Stock ASSETS Fund GIC Trust Fund Fund Fund Loans Fund Total --------- --------- ------ ----- ----- ----------- ----- ----- Investments at fair value (Note 2): Balanced Fund, 119,852 units at $15.27/unit (cost $1,857,046) $1,830,133 $ 1,830,133 Bankers Trust Pyramid GIC Fund 3,873,304 units at $1.00/ unit (cost $3,873,304) $3,873,304 3,873,304 Guaranteed Investment Contracts 101,022 101,022 Select Fund, 75,607 units at $33.10/unit (cost $3,007,613) $2,502,585 2,502,585 Hunt Manufacturing Co., 199,123 shares at $13.50/share (cost $3,097,122) $1,308,067 $1,380,098 2,688,165 Ultra Fund, 165,147 units at $19.95/unit (cost $3,109,808) $3,294,681 3,294,681 Participant loans (cost $0) $13,057 13,057 Cash 29,936 -- 29,936 Receivables: Employer's contribution 4,363 6,662 6,790 8,594 2,978 -- 29,387 Participants' contribution 21,498 31,651 32,304 41,060 17,582 -- 144,095 Interest -- 15,039 -- -- -- -- 15,039 ---------- ---------- ---------- --------- ---------- ------- ---------- ----------- Total assets $1,855,994 $4,027,678 $2,541,679 $3,344,335 $1,358,563 $13,057 $1,380,098 $14,521,404 ========== ========== ========== ========== ========== ======= ========== =========== LIABILITIES -- -- -- -- -- -- -- EQUITY Plan equity $1,855,994 4,027,678 2,541,679 $3,344,335 1,358,563 13,057 1,380,098 14,521,404 ---------- ---------- ---------- --------- ---------- ------- ---------- ----------- Total liabilities & plan equity $1,855,994 $4,027,678 $2,541,679 $3,344,335 $1,358,563 $13,057 $1,380,098 $14,521,404 ========== ========== ========== ========= ========== ======= ========== ===========
The accompanying notes are an integral part of the financial statements. PF-2 10 HUNT MANUFACTURING CO. SAVINGS PLAN STATEMENT OF FINANCIAL CONDITION December 31, 1993
Non- Participant Participant Directed Directed ---------------------------------------------------------------------- ------------ Balanced Blended Select Stock Ultra Participant Stock ASSETS Fund GIC Trust Fund Fund Fund Loans Fund Total --------- --------- ------ ----- ----- ----------- ----- ----- Investments at fair value (Note 2): Balanced 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) $1,137,359 $1,327,916 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 $0) $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 Participants' contribution 12,779 22,577 21,576 7,920 25,414 -- -- 90,266 ---------- ---------- ---------- ---------- ---------- ------ ---------- ----------- Total assets $1,835,944 $3,217,470 $2,413,384 $1,154,683 $2,870,960 $5,519 $1,327,916 $12,825,876 ========== ========== ========== ========== ========== ====== ========== =========== LIABILITIES Payable for employee withdrawals -- 3,154 -- -- -- -- $ 3,154 EQUITY Plan equity 1,835,944 3,214,316 2,413,384 1,154,683 2,870,960 5,519 1,327,916 12,822,722 ---------- ---------- ---------- ---------- ---------- ------ ---------- ----------- Total liabilities and plan equity $1,835,944 $3,217,470 $2,413,384 $1,154,683 $2,870,960 $5,519 $1,327,916 $12,825,876 ========== ========== ========== ========== ========== ====== ========== ===========
The accompanying notes are an integral part of the financial statements. PF-3 11 HUNT MANUFACTURING CO. SAVINGS PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY for the year ended December 31, 1994
Non- Participant Participant Directed Directed ---------------------------------------------------------------------- ------------ Balanced Blended Select Ultra Stock Participant Stock ADDITIONS Fund GIC Trust Fund Fund Fund Loans Fund Combined --------- --------- ------ ----- ----- ----------- ----- -------- Additions: Investment income: Dividends $ 81,007 -- $ 217,365 $ 102,719 $ 29,828 -- $ 35,079 $ 465,998 Interest - $ 298,043 -- -- -- $ 748 -- 298,791 Contributions: Participants' 309,396 519,093 492,066 619,828 213,602 -- 2,153,985 Employer's 59,081 103,808 97,485 115,132 37,003 -- 309,064 721,573 ---------- ---------- --------- ---------- ---------- ------ --------- ---------- Total additions 449,484 920,944 806,916 837,679 280,433 748 344,143 3,640,347 ---------- ---------- --------- ---------- ---------- ------ --------- ---------- DEDUCTIONS Deductions: Benefits paid to participants (84,315) (286,395) (149,565) (152,833) (73,642) -- (51,751) (798,501) Net depreciation in fair value of investments (79,401) -- (427,401) (210,578) (181,118) -- (240,210) (1,138,708) Forfeitures -- (4,456) -- -- -- -- -- (4,456) ---------- ---------- --------- ---------- ---------- ------ --------- ---------- Total deductions (163,716) (290,851) (576,966) (363,411) (254,760) -- (291,961) (1,941,665) ---------- ---------- --------- ---------- ---------- ------ --------- ---------- Interfund transfers (265,718) 183,269 (101,655) (893) 178,207 6,790 -- -- ---------- ---------- --------- ---------- ---------- ------ --------- ---------- Net increase 20,050 813,362 128,295 473,375 203,880 7,538 52,182 1,698,682 Plan equity January 1, 1994 1,835,944 3,214,316 2,413,384 2,870,960 1,154,683 5,519 1,327,916 12,822,722 ---------- ---------- --------- ---------- ---------- ------ --------- ---------- Plan equity December 31, 1994 $1,855,994 $4,027,678 $2,541,679 $3,344,335 $1,358,563 $13,057 $1,380,098 $14,521,404 ========== ========== ========== ========== ========== ======= ========== ===========
The accompanying notes are an integral part of the financial statements. PF-4 12 HUNT MANUFACTURING CO. SAVINGS PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY for the year ended December 31, 1993
Participant Directed ------------------------------------------------------------------------------------------------ Balanced Blended Select Ultra Stock Equity Income Participant Fund GIC Trust Fund Fund Fund Fund Fund Loans --------- --------- ------ ----- ------ ------ ----- ----------- ADDITIONS Additions: Investment income: Net appreciation in fair value of investments $ 58,304 -- $ 4,345 $ 412,252 $ 142,225 -- -- -- Dividends 48,307 -- 363,702 -- 28,395 -- -- -- Interest -- $ 193,226 -- -- -- -- -- $ 525 Contributions: Participants' 316,174 530,729 426,693 505,300 206,041 -- -- -- Employer's 63,110 104,855 88,112 95,340 35,938 -- -- -- ---------- ---------- ---------- ---------- ----------- --------- --------- ------ Total additions 485,895 828,810 882,852 1,012,892 412,599 -- -- 525 ---------- ---------- ---------- ---------- ----------- --------- --------- ------ DEDUCTIONS Deductions: Benefits paid to participants (72,387) (428,671) (153,685) (96,262) (9,656) -- -- -- Forfeitures -- (3,174) -- -- -- -- -- -- ---------- ---------- ---------- ---------- ----------- --------- --------- ------ Total deductions (72,387) (431,845) (153,685) (96,262) (9,656) -- -- -- ---------- ---------- ---------- ---------- ----------- --------- --------- ------ Interfund transfers 1,411,784 2,739,656 1,672,939 1,929,267 (417,622) (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 1,825,292 3,136,621 2,402,106 2,845,897 (14,679) (5,405,275) (1,935,743) 5,519 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 25,063 626 -- -- -- ---------- ---------- ---------- ---------- ----------- --------- --------- ------ Net increase (decrease) 1,835,944 3,214,316 2,413,384 2,870,960 (14,053) (5,405,275) (1,935,743) 5,519 Plan equity, January 1, 1993 -- -- -- -- 1,168,736 5,405,275 1,935,743 -- ---------- ---------- ---------- ---------- ----------- --------- --------- ------ Plan equity, December 31, 1993 $1,835,944 $3,214,316 $2,413,384 $2,870,960 $1,154,683 -- -- $5,519 ========== ========== ========== ========== ========== ========= ========= ======
(continued) 13
Non- Participant Directed ------------ Stock Fund Combined ----- -------- ADDITIONS Additions: Investment income: Net appreciation in fair value of investments $ 176,171 $ 793,297 Dividends 28,805 469,209 Interest -- 193,751 Contributions: Participants' -- 1,984,937 Employer's 300,603 687,958 ---------- ----------- Total additions 505,579 4,129,152 ---------- ----------- DEDUCTIONS Deductions: Benefits paid to participants (63,825) (824,486) Forfeitures -- (3,174) ---------- ----------- Total deductions (63,825) (827,660) ---------- ----------- Interfund transfers -- -- ---------- ----------- Net increase before asset transfer from the Seal Products, Inc. Savings Plan for the Naugatuck, Connecticut Bargaining Unit 441,754 3,301,492 Transfer of net assets from Seal Products, Inc. Savings Plan for the Naugatuck, Connecticut Bargaining Unit (see Note 7) -- 125,314 ---------- ----------- Net increase (decrease) $ 441,754 3,426,806 Plan equity, January 1, 1993 886,162 9,395,916 ---------- ----------- Plan equity, December 31, 1993 $1,327,916 $12,822,722 ========== ===========
The accompanying notes are an integral part of the financial statements. PF-5 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-6 15 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 are eligible to participate in the Plan upon meeting the applicable service requirements. Leased employees, non-resident aliens, and associates who are covered by a collective bargaining agreement to which the Company or any participating company is a part (unless the collective bargaining agreement specifically or otherwise provides) are not eligible to participate in the Plan. Associates who work in full-time, temporary positions as part of an undergraduate or graduate degree program, college students enrolled in a degree program or high school graduates matriculating in a degree program who assume temporary employment with a participating company during the summer months, and associates who are hired for a specific length of time of no more than 18 consecutive months are eligible to participate in the Plan, but only if such associates complete a minimum of 1,000 hours of service during the plan year. Bargaining unit employees of Seal Products Incorporated became eligible to participate in the Plan effective January 1, 1993 as a result of the merger into the Plan of the Seal Products Incorporated Savings Plan for the Naugatuck, Connecticut Bargaining Unit effective January 1, 1993. Eligible associates who have completed at least one year of service as of any January 1, April 1, July 1, or October 1 are eligible to participate in the Associate Pre-Tax Contribution and Matching Contribution portions of the Plan; and eligible associates other than certain officers and directors who have completed at least two consecutive years of service, as of any December 1, are eligible for participation in the Basic Contribution portion of the Plan provided such eligible associate is employed by a participating company on December 1 of the plan year for which the Basic Contribution is being made. Continued PF-7 16 NOTES TO FINANCIAL STATEMENTS, Continued 1. Description of Plan, continued: Contributions: Contributions to the Plan are made by the Company and other participating companies on their own behalf, and in the case of Associate Pre-Tax Contributions, on behalf of the participants whose salaries have been reduced. Subject to the limitations of the Plan and the Code, participants may authorize the Company and other participating companies to withhold each year up to 15% (prior to January 1, 1993 the limit was 10%) of their annual pre-tax compensation (i. e., compensation excluding taxable employee benefits of any kind but including Associate Pre-Tax Contributions and participant salary reduction contributions to a cafeteria plan under Section 125 of the Code) for Associate Pre-Tax Contributions to the Plan but not to exceed a Code limit adjusted annually for inflation ($8,994 for 1993, $9,240 for 1994). The Company, and other participating companies, in turn, will make Matching Contribu- tions 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 a Code limit adjusted annually for inflation ($235,840 for 1993, $150,000 for 1994). Such Basic Contributions can only be invested in the Stock Fund and are not transferable to other funds. In order to receive a Basic Contribution for a given plan year, a participant must be employed by a participating company on December 1 of such plan year. Associate Pre-Tax Contributions are contributed to the Plan within 30 days following the pay period or 30 days following the end of the plan year for which such contributions are being made, whichever is earlier, and Matching Contributions and Basic Contributions are contributed to the Plan no later than the due date, including any extensions, for the filing of the Company's federal tax return for the taxable year which includes the last day of the plan year for which such contributions are being made. Participants may also make rollover contributions to the Plan of qualifying distributions from other qualified plans. 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 17 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 forfeits the nonvested balance upon his or her incurring five consecutive one-year breaks in service. Withdrawals and Distributions: Distributions are made according to the vested interest to which participants are entitled upon retirement, termination, death or disability. Upon retirement, the participant's vested interest will be distributed in one lump sum payment, in cash, unless the participant elects to receive that portion invested in the Stock Fund in whole shares of common stock or in any combination of stock and cash. A participant may also withdraw any portion of his or her vested account balances after he or she attains age 59-1/2. Otherwise, withdrawals before termination of employment are allowed only in cases of hardship as determined in accordance with the terms of the Plan. Continued PF-9 18 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, 1994 and 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, 1994, 1993 and 1992, the Company believes that the fair value of the Guaranteed Investment Contracts is not significantly different from cost plus accrued interest. Investments in the Equity Fund are stated at the unit value published by the fund as of the end of the plan year. Payment of Benefits: Benefits are recorded when paid. Continued PF-10 19 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. Effective January 1, 1995, brokerage fees relating to purchases within the Stock Fund will be paid from the account of the participant to which such purchase relates. 3. Investment Program: Contributions to the Plan are invested, as directed by the participants (except for Basic Contributions which are invested in the Stock Fund), in the following funds as described below: (1) Balanced Fund - a fund that uses common stocks and fixed income securities to provide growth opportunities as well as income. The Fund has approximately 60% of its assets in growth stocks and the remainder in fixed income securities. The fixed income portion of the fund is invested in a diversified portfolio of investment-grade bonds with an average weighted portfolio maturity of three to ten years. (2) Blended GIC Trust - is a fixed income fund made up of two different parts. The first part consists of individual Guaranteed Investment Contracts (GIC's) previously purchased by the plan. The second part consists of all new investments which are made in the Bankers Trust Pyramid GIC Fund. The Bankers Trust Pyramid GIC Fund invests primarily in guaranteed investment contracts issued by major financial institutions,including banks and life insurance companies. Continued PF-11 20 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 volatility. By retaining the individual GIC's and investing 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 1994 Principally, 7.31% to 9.10% through 1995 Funds deposited during 1993 Principally, 7.42% to 9.1% 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 investment income may not be significant. (4) Ultra Fund - a fund that seeks capital growth over time by investing in companies with accelerating growth trends. (5) Stock Fund - a fund consisting of common stock of Hunt Manu- facturing 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 and the New England Mutual Life Insurance Company 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 Continued PF-12 21 NOTES TO FINANCIAL STATEMENTS, Continued 3. Investment Program, continued: (7) Equity Fund - a fund consisting primarily of investments in common and preferred stocks. There were 1,371 and 1,354 Plan participants at December 31, 1994 and 1993, respectively, who participated in one or more of the investment funds. At December 31, 1994 and 1993, the number of participants selecting each of the investment funds for their contributions was as follows: 1994 1993 ---- ---- Stock Fund 1,232 1,233 Capital Preservation Fund 603 626 Balanced Fund 374 382 Select Fund 594 602 Ultra Fund 549 559 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. Effecitve March 1, 1995, all participants may borrow from their fund accounts in accordance with the above terms. 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 thereof. Loans are required to be collateralized by an assignment of a portion of the participant's interest in his or her accrued benefit attributable to employer contributions equal to the principal amount of the loan, and supported by the participant's collateralized promissory note. The Plan Administrator determines the interest rate on the basis of prevailing interest rates. Participant loans mature April 4, 1995 to June 14, 1999 and bear interest at 8% to 12% at December 31, 1994. Continued PF-13 22 NOTES TO FINANCIAL STATEMENTS, Continued 5. Reconciliation of Financial Statements to Form 5500: The following is a reconciliation of plan equity available for benefits per the financial statements to the Form 5500 for the year ended December 31, 1994: Plan equity available for benefits per the financial statements $14,521,404 Amounts allocated to withdrawing participants (20,035) ----------- Plan equity available for benefits per the Form 5500 $14,501,369 =========== The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the year ended December 31, 1994: Benefits paid to participants per the financial statements $ 798,501 Add: Amounts allocated to withdrawing participants at December 31, 1994 20,035 ----------- Benefits paid to participants per the Form 5500 $ 818,536 =========== Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date. 6. Tax Status: The 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. 7. Guaranteed Investment Contracts: The cost and fair value of Guaranteed Investment Contracts held by the Plan at December 31, 1994 and 1993 are as follows: Continued PF-14 23 NOTES TO FINANCIAL STATEMENTS, Continued 1994 1993 ----------------- ------------------ Fair Fair Cost Value Cost Value ---- ----- ---- ----- Metropolitan Life Insurance Co. Guaranteed Investment Contract* - - $2,070,573 $2,070,573 New England Mutual Life Insurance Co. Guaranteed Investment Contracts $101,022 $101,022 94,745 94,745 -------- -------- ---------- ---------- $101,022 $101,022 $2,165,318 $2,165,318 ======== ======== ========== ========== *This investment represented 5% or more of the Plan's net assets available for benefits. 8. Transfers of Net Assets to Plan: Effective January 1, 1993, certain employees of the Seal Products Incorporated Savings Plan for the Naugatuck, Connecticut Bargaining Unit became eligible to join the Plan. Accordingly, net assets attributable to the account balances of the eligible employees who participated in the Seal Products Incorporated Savings Plan for the Naugatuck, Connecticut Bargaining Unit prior to January 1, 1993 were transferred to the Plan. The net amount transferred, $125,314, represented the account balances of eligible employees as of December 31, 1992. 9. Change of Investment Manager, Recordkeeper, and Trustee: Effective January 1, 1993, the Company engaged Twentieth Century Services, Inc. as investment manager and recordkeeper of the Plan. Accordingly, net assets attributable to the account balances of eligible employees who participated in the Hunt Savings Plan as of December 31, 1992 were transferred to account balances held in trust by Twentieth 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 EXHIBIT 23(B) 24 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 Statements (Registration Nos. 33-6359 and 33-57103), of our report dated June 14, 1995, on our audits of the combined financial statements of the Hunt Manufacturing Co. Savings Plan as of December 31, 1994 and 1993 and for the years ended December 31, 1994, 1993, and 1992 which report is included in this Form 10-K/A which is Amendment No. 1 to Hunt Manufacturing Co.'s 1994 Annual Report on Form 10-K. COOPERS & LYBRAND, LLP 2400 Eleven Penn Center Philadelphia, Pennsylvania June 26, 1995 -----END PRIVACY-ENHANCED MESSAGE-----