-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VKlErQzmwu1RQvLVPmgLlxiJA+mlPYl2g1cMrXyNDmiLEDrDK45MT1qVLZ2IStNU Bph0eHBlaKXrsI38WQxNdQ== 0000950116-96-000002.txt : 19960104 0000950116-96-000002.hdr.sgml : 19960104 ACCESSION NUMBER: 0000950116-96-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951219 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960103 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08044 FILM NUMBER: 96500496 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 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) - December 19, 1995 HUNT MANUFACTURING CO. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Pennsylvania 1-8044 21-0481254 - ---------------------------- ----------- ------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) One Commerce Square 2005 Market Street Philadelphia, Pennsylvania 19103-7085 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code - (215) 656-0300 -------------- Item 2. Acquisition or Disposition of Assets and Item 5. Other Events As previously reported, on December 19, 1995, Hunt Manufacturing Co. (the "Company") purchased from Mary F. Bartol an aggregate of 2,150,165 of the Company's common shares (the "MFB Shares") constituting approximately 13% of the shares then outstanding, for a cash purchase price of $16.32 per share, an aggregate of $35,090,692 (the "MFB Purchase"). Approximately $35 million of the funds for the MFB Purchase were borrowed by the Company from NationsBank, N.A. pursuant to the $45 million term loan component of a $130 million new credit facility (the "New Credit Facility") dated December 19, 1995 between the Company and NationsBank. Mrs. Bartol is the widow of George E. Bartol III, the late Chairman of the Board of the Company, the mother-in-law of Gordon A. MacInnes, the current Chairman of the Board, and the mother of Victoria B. Vallely, another director of the Company. The per share purchase price of $16.32 paid by the Company for the MFB Shares was determined by negotiation between representatives of the Company and Mrs. Bartol and is less (by an aggregate of approximately $1,462,000 for all the MFB Shares) than the $17 per share being offered by the Company to its public shareholders in the Company's tender offer to purchase up to 3,230,000 shares which commenced December 21, 1995 (the "Offer"). The MFB Purchase was considered and unanimously approved by a Special Committee (consisting entirely of seven outside directors not related to Mrs. Bartol) of the Board of Directors of the Company. The Board also received a written opinion from Alex. Brown & Sons, Incorporated to the effect that, based upon the procedures followed, factors considered and assumptions made by Alex. Brown as set forth in the opinion, the MFB Purchase was fair to the Company and its shareholders other than Mrs. Bartol. (For further information concerning the MFB Purchase and the Offer, reference is made to the Company's Schedule 13E-4 and exhibits thereto filed with the Securities and Exchange Commission on December 21, 1995 (the "Schedule 13E-4")) Item 7. Financial Statements and Exhibits (b) Pro forma financial information. Section 9 of the Offer to Purchase filed as Exhibit(a)(1) to the Schedule 13E-4 (which includes pro forma financial information giving effect to the MFB Purchase and Assuming the purchase by the Company of 3,230,000 of its shares at $17 per share pursuant to the Offer) is incorporated herein by reference (see Exhibit 99 in subsection (c) below). -2- (c) Exhibits. (2) Stock Purchase Agreement, dated December 19, 1995, by and between the Company and Mary F. Bartol (incorporated by reference to Exhibit (c) to the Schedule 13E-4). (4) Credit Agreement, dated December 19, 1995, by and between the Company and NationsBank, N.A. (incorporated by reference to Exhibit (b) to the Schedule 13E-4). (99) Section 9 of the Offer to Purchase filed as Exhibit (a)(1) to the Schedule 13E-4 (see subsection (b) above). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: January 2, 1996 HUNT MANUFACTURING CO. By: --------------------------------- William E. Chandler Senior Vice President, Finance -3- EXHIBIT INDEX Exhibit No. Title - ----------- ----- (99) Section 9 of the Offer to Purchase filed as Exhibit (a)(1) to the Schedule 13E-4. EX-99 2 OFFER TO PURCHASE (Exhibit 99) 9. CERTAIN INFORMATION CONCERNING THE COMPANY The Company is a worldwide manufacturer and distributor of office products (such as manual and electric pencil sharpeners, paper punches, trimmers and shredders; office furniture and various desk top accessories), art/craft products (such as commercial and fine art papers, various types of knives and blades, and printmaking and calligraphy products) and presentation and display products (such as foam board, various types of adhesive products and an array of mounting and laminating equipment) for the business, education and consumer markets. The Company has manufacturing facilities in Alabama, Connecticut, Kentucky, North Carolina, Wisconsin and England and distribution facilities in Canada, Germany and Hong Kong. The Company's principal office is located at One Commerce Square, 2005 Market Street, Philadelphia, Pennsylvania, 19103. Summary Historical Financial Information. The summary unaudited financial information for the years ended November 27, 1994 and November 28, 1993 set forth below has been derived from, and should be read in conjunction with, the audited financial statements (including the related notes thereto) included in the Company's Annual Report on Form 10-K for the year ended November 27, 1994 (the "Form 10-K"). The summary financial information for the nine month periods ended September 3, 1995 and August 28, 1994, has been derived from, and should be read in conjunction with, the unaudited financial statements for such periods included in the Company's Quarterly Report on Form 10-Q for the period ended September 3, 1995 (the "Form 10-Q"). Such summary financial information is qualified in its entirety by reference to such reports and all financial statements and related notes contained therein. The Form 10-K and the Form 10-Q are available for examination, and copies are obtainable, in the manner set forth below in this Section 9 under "Additional Information." The financial information for the nine month periods ended September 3, 1995 and August 28, 1994 has not been audited, but in the opinion of management contains all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of such information. Results for the nine month periods are not necessarily indicative of results for the full year. 12 The Company does not expect to be in a position to release its final audited fiscal year 1995 financial results until January 16, 1996. However, the Company expects its earnings per share for 1995 to range from $.91 to $.96 (excluding provision for organizational changes and relocation and consolidation of operations, the earnings per share range would be $1.13 to $1.18). HUNT MANUFACTURING CO. SUMMARY HISTORICAL FINANCIAL INFORMATION (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND RATIO AMOUNTS) (UNAUDITED)
NINE MONTHS ENDED YEAR ENDED ------------------------------ -------------------------------- SEPTEMBER 3, AUGUST 28, NOVEMBER 27, NOVEMBER 28, -------------- ------------ -------------- -------------- 1995 1994 1994 1993 -------------- ------------ -------------- -------------- (40 WEEKS) (39 WEEKS) Income Statement(a): Net sales ............................. $231,713 $209,338 $288,203 $256,150 Income from operations ................ 14,850 18,668 27,366 24,561 Income before taxes and cumulative effect of accounting change .......... 15,195 18,082 27,081 24,038 Income before cumulative effect of accounting charge .................... 9,937 11,482 17,197 14,928 Net income(b) ......................... $ 9,937 $ 12,277 $ 17,992 $ 14,928 Balance Sheet (at end of period)(a): Working capital ....................... $ 65,930 $ 59,040 $ 64,603 $ 47,128 Total assets less excess of acquisition cost over net assets acquired ........ 161,507 151,253 156,167 139,263 Total long-term debt .................. 4,574 4,856 4,562 6,161 Shareholders' equity .................. $132,279 $124,347 $129,234 $116,267 Per Share Data (a)(c): Net income per common share before cumulative effect of accounting change $ 0.62 $ 0.71 $ 1.07 $ 0.93 Net income per common share ........... 0.62 0.76 1.12 0.93 Net income per share on a fully diluted basis ................................ 0.62 0.75 1.10 0.92 Book value per share .................. $ 8.26 $ 7.72 $ 8.03 $ 7.22 Ratio of earnings to fixed charges .... 14.59 14.98 17.86 14.40
- ------ (a) For the first nine months of fiscal 1995, a pre-tax provision aggregating $3.7 million was recorded relating to the Company's decision to relocate and consolidate certain manufacturing and distribution operations and to costs incurred in connection with organizational changes (approximately $2.4 million or $.15 per share after income taxes). (b) In the first quarter of fiscal 1994, the Company adopted the provisions of Statement of Financial Accounting (SFAS) No. 109 "Accounting for Income Taxes." The adoption of SFAS No. 109 has been recognized as the effect of a change in accounting principle and increased net income in the nine months ended August 28, 1994 and in the fiscal year ended November 27, 1994 by $.8 million, or $.05 per share. (c) Average number of Common Shares outstanding during the nine month periods ended September 3, 1995 and August 28, 1994 was 16,009,000 and 16,104,000, respectively, and during the years ended November 27, 1994 and November 28, 1993 was 16,102,000 and 16,107,000, respectively. 13 Summary Pro Forma Financial Information (Unaudited). The following unaudited pro forma financial information sets forth the pro forma effects on the historical financial results of the Company of the consummation of the MFB Purchase and the Offer and the borrowings and anticipated refinancing of certain debt to be effected by the Company in connection therewith (see Section 10 herein), assuming 3,230,000 Shares are purchased in the Offer for $17 per Share, net to the seller in cash, for an aggregate cost to the Company of approximately $56,410,000, including estimated related fees and expenses of approximately $1,500,000. The summary pro forma balance sheet data as of September 3, 1995 and November 27, 1994 assume that the repurchase of Shares by the Company pursuant to the MFB Purchase and the Offer and related financings had occurred as of the respective balance sheet dates. The summary pro forma income statement data for the nine month period ended September 3, 1995 and the year ended November 27, 1994 assume that the repurchase of Shares by the Company pursuant to the MFB Purchase and the Offer and related financings had occurred as of November 28, 1994 and November 29, 1993, respectively. See the footnotes to the Summary Pro Forma Financial Information below in this Section 9. The estimated financial effects of the repurchase of Shares by the Company pursuant to the MFB Purchase and the Offer and related financings presented in the pro forma financial information are not necessarily indicative of either the Company's financial position or the results of its operations which would have been obtained had the Offer or the MFB Purchase actually occurred on the dates specified above, nor are they necessarily indicative of the results of the Company's future operations. The pro forma financial information should be read in conjunction with the historical financial statements and related notes of the Company set forth above, and in the Form 10-K and the Form 10-Q referred to above, in this Section 9. 14 HUNT MANUFACTURING CO. SUMMARY PRO FORMA FINANCIAL INFORMATION (UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND RATIO AMOUNTS)
Nine Months Ended Year Ended September 3, 1995 November 27, 1994 ------------------------------------------- ------------------------------------------- As Pro Forma Pro Forma As Pro Forma Pro Forma Reported Adjustments As Adjusted Reported Adjustments As Adjusted ---------- ------------- ------------- ---------- ------------- ------------- Income Statement: Net sales ......................... $231,713 $231,713 $288,203 $288,203 Income from operations ............ 14,850 14,850 27,366 27,366 Income before income taxes and cumulative effect of accounting change ........................... 15,195 (4,729)(a) 10,466 27,081 (6,305)(a) 20,776 Income before cumulative effect of accounting change ................ 9,937 (3,050)(b) 6,887 17,197 (4,004)(b) 13,193 Net income ........................ $ 9,937 (3,050)(b) $ 6,887 $ 17,992 (4,004)(b) $ 13,988 Balance Sheet (at end of period): Working capital ................... $ 65,930 (6,676)(c) $ 59,254 $ 64,603 (6,676)(c) $ 57,927 Total assets less excess of acquisition costs over net assets acquired ......................... 161,507 (620)(c) 160,887 156,167 (620)(c) 155,547 Total long-term debt .............. 4,574 90,000 (c) 94,574 4,562 90,000 (c) 94,562 Shareholders' equity .............. $132,279 (90,620)(c) $ 41,659 $129,234 (90,620)(c) $ 38,614 Per Share (d): Net income per common share before cumulative effect of accounting change ........................... $ 0.62 $ 0.64 $ 1.07 $ 1.21 Net income per share .............. 0.62 0.64 1.12 1.28 Net income per share on a fully diluted basis .................... 0.62 0.63 1.10 1.26 Book value per share .............. $ 8.26 $ 3.86 $ 8.03 $ 3.54 Ratio of earnings to fixed charges: 14.59 2.76 17.86 3.59
- ------ (a) Net increases in interest expense relating to the utilized portion of the $130 million New Credit Facility described in Section 10 herein and to the retirement of pre-existing bank credit facilities. The interest rates assumed for the Revolving Credit Facility and Term Loan under the New Credit Facility are 6.5% and 6.65%, respectively. Also includes amortization of fees incurred in connection with the placement of the New Credit Facility and administrative fees associated therewith. (b) Adjustment described in note (a) above, net of corresponding tax effects. (c) Reflects the purchase of the 2,150,165 MFB Shares and 3,230,000 Shares pursuant to the Offer and related borrowings under the New Credit Facility referred to in notes (a) and (b) above. (d) All per share information has been adjusted to reflect the adjustments described in notes (a) through (c) above. Pro forma average number of shares of Common Stock outstanding during the nine months ended September 3, 1995 and the year ended November 27, 1994 was 10,898,000 and 10,805,000, respectively. Certain Additional Matters. Earlier this year, Ronald J. Naples stepped down as Chairman and Chief Executive Officer of the Company. He was succeeded as Chairman of the Board by Gordon A. MacInnes, and Robert B. Fritsch, the Company's President and Chief Operating Officer, was elevated to Chief Executive Officer. The Company currently is engaged in a search for a new Chief Executive Officer, and Mr. Fritsch has agreed to defer his previously planned retirement from the Company for a reasonable period of time until a new Chief Executive Officer has been hired. Mr. Fritsch presently intends to retire during the current fiscal year. Additional Information. The Company is subject to the informational reporting requirements of the Exchange Act and in accordance therewith the Company files reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"), relating to its business, financial condition and other matters. The Company is required to disclose in such proxy statements and reports certain information, as of particular 15 dates, concerning the Company's directors and officers, their remuneration, stock options granted to them, the principal owners of the Company's securities and any material interest of such persons in transactions with the Company. The Company has also filed an Issuer Tender Offer Statement on Schedule 13E-4 with the SEC which includes certain additional information relating to the Offer. The reports, proxy statements and other information, including the Schedule 13E-4, filed by the Company with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of the SEC at Seven World Trade Center, 13th Floor, New York, New York 10048 and Citicorp Center, 500 West Madison Street (Suite 1400), Chicago, Illinois 60661. Copies of such material also can be obtained at prescribed rates from the Public Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549. -----END PRIVACY-ENHANCED MESSAGE-----