-----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, E15Yo04AMLnchp2E7yxca11ZCjnyINSw85Tq05dGQiyVjWHinAHJm5qSc+L47BW4 ORxdxMp53vund+lzqSRtpg== 0000950116-98-001411.txt : 19980701 0000950116-98-001411.hdr.sgml : 19980701 ACCESSION NUMBER: 0000950116-98-001411 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971130 FILED AS OF DATE: 19980630 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUNT CORP CENTRAL INDEX KEY: 0000049146 STANDARD INDUSTRIAL CLASSIFICATION: PENS, PENCILS & OTHER ARTISTS' MATERIALS [3950] IRS NUMBER: 210481254 STATE OF INCORPORATION: PA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-08044 FILM NUMBER: 98658569 BUSINESS ADDRESS: STREET 1: ONE COMMERCE SQ STREET 2: 2005 MARKET ST CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2157327700 MAIL ADDRESS: STREET 1: ONE COMMERCE SQ STREET 2: 2005 MARKET ST CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: HUNT MANUFACTURING CO DATE OF NAME CHANGE: 19920703 10-K/A 1 FORM 10-K/A 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 30, 1997 No. 1-8044 HUNT CORPORATION (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 ------- ------- The number of shares of the registrant's Common Shares outstanding as of June 1, 1998 was 11,286,000. AMENDMENT TO 1997 FORM 10-K Pursuant to General Instruction F to Form 10-K and Rule 15d-21 under the Securities Exchange Act of 1934, Hunt Corporation's Annual Report on Form 10-K for the fiscal year ended November 30, 1997 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 Corporation Savings Plan for the Plan's fiscal year ended December 31, 1997. 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 1997, 1996 and 1995 F-2 Consolidated Balance Sheets, November 30, 1997 and December 1, 1996 F-3 Consolidated Statements of Stockholders' Equity for the fiscal years 1997, 1996 and 1995 F-4 Consolidated Statements of Cash Flows for the fiscal years 1997, 1996 and 1995 F-5 Notes to Consolidated Financial F-6-27 Statements B. The Savings Plan: Report of Independent Accountants PF-1 -2- Pages ----- Statements of Net Assets Available for Benefits, with Fund Information as of December 31, 1997 and 1996 PF-2-3 Statements of Changes in Net Assets Available for Benefits, with Fund Information for the years ended December 31, 1997, 1996 and 1995 PF-4-6 Notes to Financial Statements PF-7-15 2. Financial Statement Schedules: II. Valuation and Qualifying Accounts for the fiscal years 1997, 1996 and 1995 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: --------- (2) Plans of acquisition and disposition: (a) Share Purchase Agreement dated as of March 28, 1997 by and among Seal Products Subsidiary, Inc. and the various shareholders of Sallmetall B. V. (incorp. by ref. to Ex. 2 to Form 8-K as of March 28, 1997). (b) Asset Purchase Agreement dated October 6, 1997 by and among HON Industries, Inc., AHC, Inc., the Company, and Bevis Custom Furniture, Inc. (incorp. by ref. to Ex. 2 to Form 8-K as of November 13, 1997). -3- (3) Articles of incorporation and bylaws: (a) Restated Articles of Incorporation, as amended (composite) (incorp. by ref. to Ex. 3(a) to fiscal 1997 Form 10-K) (reference also is made to Exhibit 4(c) below for the Designation of Powers, Preferences, Rights and Qualifications of Preferred Stock). (b) By-laws, as amended (incorp. by ref. to Ex. 3(b) to Form 10-Q for quarter ended May 28, 1995. (4) Instruments, defining rights of security holders, including indentures:* (a) Note Purchase Agreement dated as of August 1, 1996 between the Company and several insurance companies (incorp. by ref. to Ex. 4.2 to Form 10-Q for quarter ended September 1, 1996). (b) Credit Agreement dated December 19, 1995, between the Company and NationsBank, N.A. (incorp. by ref. to Ex. 9(b) to the Company's Schedule 13E-4 filed with the SEC on December 21, 1995 (the "1995 Schedule 13E-4"); (2) Amendment dated as of February 1, 1996 to Credit Agreement (incorp. by ref. to Ex. (4)(a)(2) to fiscal 1995 Form 10-K); (3) Amendment dated as of February 26, 1996 to Credit Agreement (incorp. by ref. Ex. 4(a)(3) to fiscal 1995 Form 10-K); and (4) Amendment dated as of August 1, 1996 to Credit Agreement (incorp. by ref. to Ex. 4.1 to Form 10-Q for quarter ended September 1, 1996). (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 Exhibit 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 Exhibit 4(d) to fiscal 1991 Form 10-K). -4- Miscellaneous long-term debt instruments and credit facility agreements of the Company, under which the underlying authorized debt is equal to less than 10% of the total assets of the Company and its subsidiaries on a consolidated basis, may not be filed as exhibits to this report. The Company agrees to furnish to the Commission, upon request, copies of any such unfiled instruments. (10) Material contracts: (a) Lease Agreement dated June 1, 1979 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) 1983 Stock Option and Stock Grant Plan, as amended, of the Company (incorp. by. ref. to Ex. 10(c) to fiscal 1996 Form 10-K).** (c) 1993 Stock Option and Stock Grant Plan of the Company, as amended, (incorp. by ref. to Ex. 10(d) to fiscal 1996 Form 10-K).** (d) Form of Stock Grant Agreement between the Company and Messrs. Carney, Chandler, O'Meara, and Precious (incorp. by ref. to Exhibit 10(f) to fiscal 1995 Form 10-K).** (e) 1994 Non-Employee Directors' Stock Option Plan (incorp. by ref. to Ex. 10(f) to fiscal 1993 Form 10-K).** (f) 1997 Non-Employee Director Compensation Plan (incorp. by ref. to Ex. 10(f) to fiscal 1997 Form 10-K).** (g) (1) Form of Change in Control Agreement between the Company and various officers of the Company (incorp. by ref. to Ex. 10(i) to fiscal 1994 Form 10-K) and (2) list of executive officers who are parties (incorp. by ref. to Exhibit 10(h) to fiscal 1996 Form 10-K).** -5- (h) Employment-Severance Agreement between the Company and William E. Chandler (incorp. by ref. to Ex. 10(j) to fiscal 1993 Form 10-K).** (i) (1) Supplemental Executive Benefits Plan of the Company, effective January 1, 1995, and (2) related Amended and Restated Trust Agreement, effective January 1, 1995 (incorp. by ref. to Ex. 10(j) to fiscal 1996 Form 10-K).** (j) Employment-Severance arrangements with Robert B. Fritsch (incorp. by ref. to Exhibit 10(k) to fiscal 1996 Form 10-K).** (k) Employment Agreement dated as of April 8, 1996 between the Company and Donald L. Thompson (incorp. by ref. to Ex. 10 to Form 10-Q for quarter ended June 2, 1996).** (11) Statement re: computation of per share earnings (incorp. by ref. to Ex. 11 to fiscal 1997 Form 10-K). (21) Subsidiaries (incorp. by ref. to Ex. 21 to fiscal 1997 Form 10-K). (23) (a) Consent of Coopers & Lybrand L.L.P. to incorporation by reference, in Registration Statements Nos. 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 1997 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). (27) Financial Data Schedule (incorp. by ref. to Ex. 27 to Fiscal 1997 Form 10-K). -6- ------------ * 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 During the fourth quarter of 1997, the Company filed a Report on Form 8-K with the Securities and Exchange Commission, reporting the Company's sale of its Bevis office furniture business. ------------ 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 CORPORATION Dated: June 30, 1998 By: /s/ Donald L. Thompson -------------------------------------- Donald L. Thompson Chairman of the Board, President and Chief Executive Officer By: /s/ William E. Chandler -------------------------------------- William E. Chandler Senior Vice President, Finance (Principal Financial Officer) -7- Report of Independent Accountants To the Administrative Committee of Hunt Corporation: We have audited the accompanying statements of net assets available for benefits of Hunt Corporation Savings Plan (the "Plan") as of December 31, 1997 and 1996, and the related statements of changes in net assets available for benefits for the years ended December 31, 1997, 1996 and 1995. These financial statements are the responsibility of the Administrative Committee. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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 financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1997 and 1996, and the changes in net assets available for benefits for the years ended December 31, 1997, 1996 and 1995, 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 whole. The supplemental schedules (unbound) of Assets Held for Investment Purposes and Reportable Transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statement of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. COOPERS & LYBRAND L.L.P. 2400 Eleven Penn Center Philadelphia, Pennsylvania June 18, 1998 PF-1 HUNT CORPORATION SAVINGS PLAN Statement of Net Assets Available for Benefits, With Fund Information, as of December 31, 1997
Participant Directed ------------------------------------------------------ Capital Balanced Preservation Select Ultra Stock ASSETS Fund Trust Fund Fund Fund Fund -------- ------------ ------ ----- ----- Investment, at fair value (Note 2): Shares of registered investment companies: Balanced Fund, 153,903 units at $18.140/unit (cost $2,589,907) $2,791,796 Benham Preservation Fund, 5,305,848 units at $1.00/unit (cost $5,305,848) $5,305,848 Select Fund, 134,815 units at $42.590/unit (cost $5,426,061) $5,741,759 Ultra Fund, 269,805 units at $27.300/unit (cost $6,545,871) $7,365,694 Value Fund, 187,508 units at $6.950/unit (cost $1,330,467) Hunt Corporation 219,271 shares at $23.688/share (cost $3,634,902) $2,057,648 Participant loans (cost $0) Receivables: Employer's contribution 2,570 5,535 5,766 6,135 1,708 Participants' contribution 45,331 26,685 34,175 43,946 15,174 Interest 24,583 ---------- ---------- ---------- ---------- ---------- Total assets 2,839,697 5,362,651 5,781,700 7,415,775 2,074,530 LIABILITIES - - - - - ---------- ---------- ---------- ---------- ---------- Net assets available for benefits $2,839,697 $5,362,651 $5,781,700 $7,415,775 $2,074,530 ========== ========== ========== ========== ==========
Non- Participant Participant Directed Directed -------------------- ------------- Value Participant Stock ASSETS Fund Loans Fund Total ----- ----------- ----- ----- Investment, at fair value (Note 2): Shares of registered investment companies: Balanced Fund, 153,903 units at $18.140/unit (cost $2,589,907) $ 2,791,796 Benham Preservation Fund, 5,305,848 units at $1.00/unit (cost $5,305,848) 5,305,848 Select Fund, 134,815 units at $42.590/unit (cost $5,426,061) 5,741,759 Ultra Fund, 269,805 units at $27.300/unit (cost $6,545,871) 7,365,694 Value Fund, 187,508 units at $6.950/unit (cost $1,330,467) $1,303,177 1,303,177 Hunt Corporation 219,271 shares at $23.688/share (cost $3,634,902) $3,210,301 5,267,949 Participant loans (cost $0) $ 952,944 952,944 Receivables: Employer's contribution 1,061 22,775 Participants' contribution 11,191 176,502 Interest 24,583 ---------- ---------- ---------- ----------- Total assets 1,315,429 952,944 3,210,301 28,953,027 LIABILITIES - - - - ---------- ---------- ---------- ----------- Net assets available for benefits $1,315,429 $ 952,944 $3,210,301 $28,953,027 ========== ========== ========== ===========
The accompanying notes are an integral part of the financial statements. PF-2 HUNT CORPORATION SAVINGS PLAN Statement of Net Assets Available for Benefits, With Fund Information, as of December 31, 1996
Participant Directed ------------------------------------------------------ Capital Balanced Preservation Select Ultra Stock ASSETS Fund Trust Fund Fund Fund Fund -------- ------------ ------ ----- ----- Investment, at fair value (Note 2): Shares of registered investment companies: Balanced Fund, 140,818 units at $17.26/unit (cost $2,287,258) $2,430,533 Benham Preservation Fund, 5,555,986 units at $1.00/unit (cost $5,555,986) $5,555,986 Select Fund, 114,217 units at $38.53/unit (cost $4,439,341) $4,400,764 Ultra Fund, 229,342 units at $28.09/unit (cost $5,117,008) $6,442,224 Value Fund, 124,021 units at $6.59/unit (cost $781,112) Hunt Corporation 198,471 shares at $18.13/share (cost $3,100,463) $1,289,024 Participant loans (cost $0) Cash 14 Receivables: Employer's contribution 4,614 8,971 8,668 10,861 2,291 Participants' contribution 21,739 43,493 41,517 52,137 10,378 Interest 24,687 ---------- ---------- ---------- ---------- ---------- Total assets 2,456,886 5,633,137 4,450,949 6,505,222 1,301,707 ---------- ---------- ---------- ---------- ---------- LIABILITIES - - - - - ---------- ---------- ---------- ---------- ---------- Net assets available for benefits $2,456,886 $5,633,137 $4,450,949 $6,505,222 $1,301,707 ========== ========== ========== ========== ==========
Non- Participant Participant Directed Directed -------------------- ------------- Value Participant Stock ASSETS Fund Loans Fund Total ----- ----------- ----- ----- Investment, at fair value (Note 2): Shares of registered investment companies: Balanced Fund, 140,818 units at $17.26/unit (cost $2,287,258) $ 2,430,533 Benham Preservation Fund, 5,555,986 units at $1.00/unit (cost $5,555,986) 5,555,986 Select Fund, 114,815 units at $38.53/unit (cost $4,439,341) 4,400,764 Ultra Fund, 229,342 units at $28.09/unit (cost $5,117,008) 6,442,224 Value Fund, 124,021 units at $6.59/unit (cost $781,112) $ 817,295 817,295 Hunt Corporation 198,471 shares at $18.13/share (cost $3,100,463) $2,309,316 3,598,340 Participant loans (cost $0) $ 758,799 758,799 Cash 14 Receivables: Employer's contribution 1,814 37,219 Participants' contribution 10,051 179,315 Interest 24,687 ---------- ---------- ---------- ----------- Total assets 829,160 758,799 2,309,316 24,245,176 ---------- ---------- ---------- ----------- LIABILITIES - - - - ---------- ---------- ---------- ----------- Net assets available for benefits $ 829,160 $ 758,799 $2,309,316 $24,245,176 ========== ========== ========== ===========
The accompanying notes are an integral part of the financial statements. PF-3 HUNT CORPORATION SAVINGS PLAN Statement of Changes in Net Assets Available for Benefits, With Fund Information, for the year ended December 31, 1997
Participant Directed ------------------------------------------------------------------- Capital Balanced Preservation Select Ultra Stock ADDITIONS Fund Trust Fund Fund Fund Fund -------- ------------ ------- ------ ------ Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of assets $ 122,317 $ 505,584 $ 59,934 $ 462,511 Dividends 278,471 914,669 1,442,588 30,051 Interest $ 291,796 Contributions: Participants' 296,129 502,113 518,697 711,562 212,460 Employer's 48,269 95,575 98,946 120,882 31,594 ---------- ---------- ---------- ---------- ---------- Total additions 745,816 889,484 2,037,896 2,334,966 736,616 ---------- ---------- ---------- ---------- ---------- DEDUCTIONS Deductions from net assets attributed to: Benefits paid to participants (361,092) (720,562) (654,716) (1,000,899) (183,480) Management fees (1,626) (4,647) (2,363) (957) (283) ---------- ---------- ---------- ---------- ---------- Total deductions (362,718) (725,209) (657,079) (1,001,856) (183,763) ---------- ---------- ---------- ---------- ---------- Net increase (decrease) prior to interfund transfers 382,468 164,275 1,380,817 1,333,110 552,853 Interfund transfers 343 (434,761) (50,066) (422,557) 219,970 ---------- ---------- ---------- ---------- ---------- Net increase (decrease) 382,811 (270,486) 1,330,751 910,553 772,823 Net assets available for benefits Beginning of year 2,456,886 5,633,137 4,450,949 6,505,222 1,301,707 ---------- ---------- ---------- ---------- ---------- End of year $2,839,697 $5,362,651 $5,781,700 $7,415,775 $2,074,530 ========== ========== ========== ========== ==========
Non- Participant Participant Directed Directed -------------------------- -------- Value Participant Stock ADDITIONS Fund Loans Fund Total -------- ------------ ------- ------ Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of assets $ (30,986) $ 783,294 $1,902,654 Dividends 246,160 52,334 2,964,273 Interest $ 66,896 358,692 Contributions: Participants' 147,207 2,388,168 Employer's 22,527 473,239 891,032 ---------- ---------- ---------- ----------- Total additions 384,908 66,896 1,308,867 8,504,819 ---------- ---------- ---------- ----------- DEDUCTIONS Deductions from net assets attributed to: Benefits paid to participants (378,668) (92,423) (395,022) (3,786,862) Management fees (230) (10,106) ---------- ---------- ---------- ----------- Total deductions (378,898) (92,423) (395,022) (3,796,968) ---------- ---------- ---------- ----------- Net increase (decrease) prior to interfund transfers 6,010 (25,527) 913,845 4,707,851 Interfund transfers 480,259 219,672 (12,860) -- ---------- ---------- ---------- ----------- Net increase (decrease) 486,269 194,145 900,985 4,707,851 Net assets available for benefits Beginning of year 829,160 758,799 2,309,316 24,245,176 ---------- ---------- ---------- ----------- End of year $1,315,429 $ 952,944 $3,210,301 $28,953,027 ========== ========== ========== ===========
The accompanying notes are an integral part of the financial statements. PF-4 HUNT CORPORATION SAVINGS PLAN Statement of Changes in Net Assets Available for Benefits, With Fund Information, for the year ended December 31, 1996
Participant Directed -------------------------------------------------------- Capital Balanced Preservation Select Ultra Stock ADDITIONS Fund Trust Fund Fund Fund Fund -------- ------------ ------ ----- ------ Additions to net assets attributed to: Investment income: Net appreciation in fair value of assets $ 38,417 $ 259,550 $ 425,387 $ 102,310 Dividends 243,264 414,217 365,455 27,573 Interest $ 293,843 Contributions: Participants' 288,073 610,051 527,514 722,649 168,883 Employer's 55,277 112,245 102,183 127,966 29,106 ---------- ---------- ---------- ---------- ---------- Total additions 625,031 1,016,139 1,303,464 1,641,457 327,872 ---------- ---------- ---------- ---------- ---------- DEDUCTIONS Deductions from net assets attributed to: Benefits paid to participants (154,442) (333,615) (227,279) (339,940) (76,545) Management fees (1,448) (3,707) (2,253) (1,376) (120) ---------- ---------- ---------- ---------- ---------- Total deductions (155,890) (337,322) (229,532) (341,316) (76,665) ---------- ---------- ---------- ---------- ---------- Net increase prior to interfund transfers 469,141 678,817 1,073,932 1,300,141 251,207 Interfund transfers (311,766) 97,833 (13,469) 63,015 (130,291) ---------- ---------- ---------- ---------- ---------- Net increase 157,375 776,650 1,060,463 1,363,156 120,916 ---------- ---------- ---------- ---------- ---------- Net assets available for benefits: Beginning of year 2,299,511 4,856,487 3,390,486 5,142,066 1,180,791 ---------- ---------- ---------- ---------- ---------- End of year $2,456,886 $5,633,137 $4,450,949 $6,505,222 $1,301,707 ========== ========== ========= ========== ==========
Non- Participant Directed --------------------- ------------ Value Participant Stock ADDITIONS Fund Loans Fund Total -------- ------------ ------ ----- Additions to net assets attributed to: Investment income: Net appreciation in fair value of assets $ 44,423 $ 100,806 $ 970,893 Dividends 77,595 47,202 1,175,306 Interest $ 60,452 354,295 Contributions: Participants' 109,017 2,426,187 Employer's 14,432 358,272 799,481 ---------- --------- ---------- ----------- Total additions 245,467 60,452 506,280 5,726,162 ---------- ---------- ---------- ----------- DEDUCTIONS Deductions from net assets attributed to: Benefits paid to participants (16,852) (21,126) (98,927) (1,268,726) Management fees (110) (9,014) ---------- ---------- ---------- ----------- Total deductions (16,962) (21,126) (98,927) (1,277,740) ---------- ---------- ---------- ----------- Net increase prior to interfund transfers 228,505 39,326 407,353 4,448,422 Interfund transfers 372,614 101,370 (179,306) -- ---------- ---------- ---------- ----------- Net increase 601,119 140,696 228,047 4,448,422 ---------- ---------- ---------- ----------- Net assets available for benefits: Beginning of year 228,041 618,103 2,081,269 19,796,754 ---------- ---------- ---------- ----------- End of year $ 829,160 $ 758,799 $2,309,316 $24,245,176 ========== ========== ========= ===========
The accompanying notes are an integral part of the financial statements. PF-5 HUNT CORPORATION SAVINGS PLAN Statement of Changes in Net Assets Available for Benefits, With Fund Information, for the year ended December 31, 1995
Participant Directed -------------------------------------------------------------------- Capital Balanced Preservation Select Ultra Stock Fund Trust Fund Fund Fund Fund --------- ------------- -------- ------- ------- ADDITIONS Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of assets $ 196,236 $ 173,997 $1,056,051 $ 339,024 Dividends 192,784 410,693 237,926 36,130 Interest $ 219,697 Contributions: Participants' 293,193 563,568 498,744 627,236 204,376 Employer's 56,260 108,456 96,930 110,024 35,944 ---------- ---------- ---------- ---------- ---------- Total additions 738,473 891,721 1,180,364 2,031,237 615,474 ---------- ---------- ---------- ---------- ---------- DEDUCTIONS Deductions from net assets attributed to: Benefits paid to particpants (200,865) (314,596) (133,686) (192,718) (122,525) Management fees (2,340) (6,012) (2,722) (1,243) (239) ---------- ---------- ---------- ---------- ---------- Total deductions (203,205) (320,608) (136,408) (193,961) (122,764) ---------- ---------- ---------- ---------- ---------- Net increase prior to interfund transfers 535,268 571,113 1,043,956 1,837,276 492,710 Interfund transfers (91,751) 257,696 (195,149) (39,545) (670,482) ---------- ---------- ---------- ---------- ---------- Net increase (decrease) 443,517 828,809 848,807 1,797,731 (177,772) Net assets available for benefits: Beginning of year 1,855,994 4,027,678 2,541,679 3,344,335 1,358,563 ---------- ---------- ---------- ---------- ---------- End of year $2,299,511 $4,856,487 $3,390,486 $5,142,066 $1,180,791 ========== ========== ========== ========== ==========
[RESTUB TABLE]
Non- Participant Participant Directed Directed ------------------------------ ----------- Value Participant Stock Fund Loans Fund Total -------------- ------------ ---------- ---------- ADDITIONS Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of assets $ (2,829) $ 465,047 $ 2,227,526 Dividends 19,480 45,045 942,058 Interest $ 30,520 250,217 Contributions: Participants' 14,818 2,201,935 Employer's 2,360 324,742 734,716 -------- ---------- ---------- ---------- Total additions 33,829 30,520 834,834 6,356,452 -------- ---------- ---------- ---------- DEDUCTIONS Deductions from net assets attributed to: Benefits paid to particpants (9,955) (94,092) (1,068,437) Management fees (109) (12,665) -------- --------- ---------- ---------- Total deductions (109) (9,955) (94,092) (1,081,102) -------- --------- ---------- ---------- Net increase prior to interfund transfers 33,720 20,565 740,742 5,275,350 Interfund transfers 194,321 584,481 (39,571) -------- ---------- ---------- ---------- Net increase (decrease) 228,041 605,046 701,171 5,275,350 Net assets available for benefits: Beginning of year 13,057 1,380,098 14,521,404 -------- ---------- ---------- ----------- End of year $228,041 $618,103 $2,081,269 $19,796,754 ======== ========== ========== ===========
The accompanying notes are an integral part of the financial statements. PF-6 HUNT CORPORATION SAVINGS PLAN Notes to Financial Statements 1. Description of Plan: The following description of the Hunt Corporation Savings Plan (the Plan) provides only general information. Participants should refer to the Plan agreement 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 Corporation (the 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, persons classified as independent contractors and associates who are covered by a collective bargaining agreement to which the Company or any participating company is a party (unless the collective bargaining agreement specifically 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. 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 (Seal bargaining unit employees are eligible to participate on the January 1, April 1, July 1, or October 1 nearest the date on which they complete a year of service.). Effective January 1, 1995, certain officers, former officers and directors became ineligible for matching contributions. Eligible associates (other than Seal bargaining unit employees) 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. PF-7 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% (10% for Seal bargaining unit employees) 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 ($9,500 for 1997 and 1996 and $9,240 for 1995). The Company and other participating companies, in turn, will make Matching Contributions on behalf of participants equal to $.25 for each $1.00 of Associate Pre-Tax Contributions up to 6% of the participant's pre-tax compensation for each year subject to the limitations of the Plan and the Code. (Matching Contributions will be made on behalf of Seal bargaining unit employees equal to $.50 for each $1.00 of Associate Pre-Tax Contributions to the extent such Associate Pre-Tax Contributions do not exceed 3% of the participant's pre-tax compensation for each year, subject to the limitations of the Plan and the Code.) The Company and other participating companies also may make an annual Basic Contribution of up to 1% of the base rate of pay (90% of the base rate of pay plus prior year incentive compensation of salesmen, 100% of the base rate for other associates) on behalf of eligible associates whether or not such associates make contributions to the Plan. (Basic Contributions are not available to employees of Seal Products Incorporated in the Naugatuck, Connecticut Bargaining Unit.) 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 Phantom Stock 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. 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. In no event may the annual compensation of any participant taken into account under the Plan (i.e., for purposes of Associate Pre-Tax Contributions, Matching Contributions and Basic Contributions) exceed a Code limit adjusted annually for inflation ($150,000 for 1995, 1996 and $160,000 for 1997). Associate Pre-Tax Contributions are contributed to the Plan no later than the 15th business day of the month following the month in which such amounts would otherwise have been payable in cash, 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 ends with or within 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. PF-8 Notes to Financial Statements, Continued 1. Description of Plan, continued: Vesting: A participant's Associate Pre-Tax Contributions (and the earnings, less any losses, thereon) and Basic Contributions (and the earnings, less any losses, thereon) are always 100% vested and nonforfeitable. 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, or in the case of Seal bargaining unit employees, the calendar year), 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 at or after age 65, and if the participant 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 at his or her request, 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. PF-9 Notes to Financial Statements, Continued 1. Description of Plan, continued: Withdrawals and Distributions: Distributions are made according to the vested interest to which participants are entitled upon retirement, termination, death or disability. 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, subject to certain administrative restrictions. Otherwise, withdrawals before termination of employment are allowed only in cases of hardship as determined in accordance with the terms of the Plan. 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 reduce Employer's Contributions to the Plan. At December 31, 1997 and 1996, there was $7,216 and $9,674, respectively, of unallocated forfeitures. 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: Basis of Accounting: The accompanying financial statements are prepared on the accrual method of accounting. PF-10 Notes to Financial Statements, Continued 2. Summary of Significant Accounting Policies, continued: Investment Valuation: The common stock of Hunt Corporation 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 American Century Investors, Inc., Balanced, Benham Preservation, Select, Ultra and Value funds are stated at the unit value published as of the end of the plan year. As of December 31, 1995, the Capital Preservation Trust Fund included Guaranteed Investment Contracts which are stated at cost plus accrued interest. Based on available information at December 31, 1995, the Company believes that the fair value of the Guaranteed Investment Contracts is not significantly different from cost plus accrued interest. 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 changes in net assets available for benefits 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: Management fees are paid by the Plan. Brokerage fees relating to purchases within the Stock Fund are paid from the account of the participant to which such purchases relate. All additional administrative fees are paid by the Company. Payment of Benefits: Benefits are recorded when paid. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. PF-11 Notes to Financial Statements, Continued 2. Summary of Significant Accounting Policies, continued: Risks and Uncertainties: The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits and the statement of changes in net assets available for benefits. 3. Investment Program: Contributions to the Plan are invested, as directed by the participants (except for Basic Contributions which are invested in the Non-Participant Directed 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) Capital Preservation Trust Fund - is a fixed income fund consisting of the Benham Preservation Fund which invests primarily in guaranteed investment contracts issued by major financial institutions including banks and life insurance companies. Previously, the Fund also held individual guaranteed investment contracts, all of which matured prior to December 31, 1996. The Capital Preservation Trust Fund is a conservative fixed income fund in which principal is protected from market volatility. By investing in the Benham Preservation Fund, the Capital Preservation Trust Fund 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 1997 Principally 5.54% through 1998 Funds deposited during 1996 Principally 6.02% through 1997 Funds deposited during 1995 Principally 6.02% to 8.05% through 1996
PF-12 Notes to Financial Statements, Continued 3. Investment Program, continued: (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) Value Fund - a fund that seeks long-term capital growth by investing in securities of well established companies that are believed to be undervalued at the time of purchase. (6) Stock Fund - a fund consisting of common stock of Hunt Corporation purchased in the open market, or directly from the Company. (This fund is not available to certain officers or directors, except with respect to Basic Contributions.) There were 1,129 and 1,922 Plan participants at December 31, 1997 and 1996, respectively, who participated in one or more of the investment funds. At December 31, 1997 and 1996, the number of participants selecting each of the investment funds for their contributions was as follows: 1997 1996 ---- ---- Stock Fund 1,019 1,353 Select Fund 657 690 Ultra Fund 652 686 Capital Preservation Trust Fund 571 662 Balanced Fund 387 423 Value Fund 150 95 4. Participant Loans: Participants may borrow from their fund accounts a minimum of $1,000 and up to a maximum equal to the lesser of $50,000 or 50 percent of their vested account balance. Loan transactions are treated as a transfer to (from) the investment fund from (to) the Participant Loans Fund. The period of repayment may not exceed five years (except in the case of a loan to a Seal bargaining unit employee for the purpose of acquiring a principal residence). Loans are required to be repaid through payroll deductions in equal periodic installments of principal and interest. Loans are required to be collateralized by an assignment of a portion of the participant's interest in his or her account equal to the principal amount of the loan, and supported by the participant's collateralized promissory note. The interest rate on a loan is one percentage point (two percentage points for Seal bargaining unit employees) above the prime rate as published in The Wall Street Journal on the first business day of the month in which the loan is made. Participant loans mature from January 15, 1998 to January 23, 2003 and bear interest at 9.25% to 10.75% at December 31, 1997. PF-13 Notes to Financial Statements, Continued 5. Reconciliation of Financial Statements to Form 5500: The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 for the years ended December 31, 1997 and 1996. 1997 1996 ---- ---- Net assets available for benefits per the financial statements $28,953,027 $24,245,176 Amounts allocated to withdrawing participants (3,090,034) (312,164) ----------- ----------- Net assets available for benefits per the Form 5500 $25,862,993 $23,933,012 =========== =========== The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the years ended December 31, 1997 and 1996: 1997 1996 ---- ---- Benefits paid to participants per the financial statements $3,786,862 $1,268,726 Add: Amounts allocated to withdrawing participants at end of year 3,090,034 312,164 Less: Amounts allocated to withdrawing participants at beginning of year (312,164) (275,823) ---------- --------- Benefits paid to participants per the Form 5500 $6,564,732 $1,305,067 ========== ========== 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 Internal Revenue Service has determined and informed the Company by a letter dated October 27, 1995, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plan's financial statements. PF-14 Notes to Financial Statements, Continued 7. Related Party Transactions: American Century Investors, Inc. is the recordkeeper and manager of the Plan's investments and as such, is a party-in-interest of the Plan. The Plan is interpreted, administered and operated by an Administrative Committee comprised entirely of executives of the Company. 8. Subsequent Event: Effective April 1, 1998, the Board of Directors of the Hunt Corporation amended the Plan to increase the limit on mandatory cash-outs from $3,500 to $5,000 and modify the definition of pre-tax compensation. Participants should refer to the Plan agreement for a more complete description of the amendments. PF-15 EX-23.(B) 2 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23(b) CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Hunt Corporation Savings Plan Forms S-8 Registration Statements (Registration Nos. 33-6359 and 33-57103) of our report dated June 18, 1998 on our audits of the financial statements of the Hunt Corporation Savings Plan as of December 31, 1997 and 1996 and for the years ended December 31, 1997, 1996, and 1995 which report is included in this Form 10-K/A which is Amendment No. 1 to Hunt Corporation's 1997 Annual Report on Form 10-K. COOPERS & LYBRAND L.L.P. 2400 Eleven Penn Center Philadelphia, Pennsylvania June 29, 1998 -----END PRIVACY-ENHANCED MESSAGE-----