-----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, UxYfU+0oGk3EjXEBh8y0AJrrr0SKivOSsrfTVgl6MmYOJ4QOAtEoZYLKEdAH8/Lv wc4g9RTQILQMxt0JpVPpKw== 0000950116-99-001264.txt : 19990701 0000950116-99-001264.hdr.sgml : 19990701 ACCESSION NUMBER: 0000950116-99-001264 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981129 FILED AS OF DATE: 19990630 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: 99656334 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, DC 20549 FORM 10-K/A AMENDMENT NO. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended November 29, 1998 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ______ to ______. For the fiscal year ended November 29, 1998 Commission File 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 Offices) (Zip Code) 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 Indicate by check mark whether 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, 1999 was 10,399,340. 1 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, 1998 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, 1998. 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 part of the Report 1. Financial Statements: Pages ----- A. The Company and Subsidiaries: Report of Independent Accountants F-1 Consolidated Statements of Income for the fiscal years 1998, 1997 and 1996 F-2 Consolidated Balance Sheets, November 29, 1998 and November 30, 1997 F-3 Consolidated Statements of Stockholders' Equity for the fiscal years 1998, 1997 and 1996 F-4 Consolidated Statements of Cash Flows for the fiscal years 1998, 1997, and 1996 F-5 Notes to Consolidated Financial Statements F-6-F-29 B. The Savings Plan: Report of Independent Accountants PF-2 Statements of Net Assets Available for Benefits, with Fund Information as of December 31, 1998 and 1997 PF-3-PF-4 Statements of Changes in Net Assets Available for Benefits, with Fund Information for the Years Ended December 31, 1998, 1997 and 1996 PF-5-PF-7 Notes to Financial Statements PF-8-PF-16 2. Financial Statement Schedule: Report of Independent Accountants on Financial Statement Schedule F-30 Schedule II. Valuation and Qualifying Accounts for the fiscal years 1998, 1997 and 1996 F-31 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) 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 Form 10-Q for quarter ended September 1, 1996). (b) (1) Second Amendment and Restatement of Credit Agreement dated February 20, 1997 between the Company and NationsBank, N. A. and other lenders (incorp. by ref. to Ex. 4(b) to fiscal 1998 Form 10-K), and (2) Third Amendment dated as of April 24, 1998 to Credit Agreement (incorp. by ref. to Ex. 4(b) to fiscal 1998 Form 10-K). (c) (1) 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 (2) Assignment and Assumption Agreement dated December 2, 1991, with American Stock Transfer and Trust Company, as successor Rights Agent (incorp. by ref. to Ex. 4(d) to fiscal 1991 Form 10-K). Miscellaneous long-term debt instruments and credit facility agreements of the Company, under which the underlying authorized debt is equal to less than 10% of the total assets of the Company and its subsidiaries on a consolidated basis, may not be filed as exhibits to this report. The Company agrees to furnish to the Commission, upon request, copies of any such unfiled instruments. (10) Material contracts: (a) Lease Agreement dated June 1, 1979 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(b) 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 to Form 10-Q for quarter ended June 1, 1997).** (d) 1994 Non-Employee Directors' Stock Option Plan (incorp. by ref. to Ex. 10(f) to fiscal 1993 Form 10-K).** (e) 1997 Non-Employee Director Compensation Plan (incorp. by ref. to Ex. 10(f) to fiscal 1997 Form 10-K).** (f) (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 Ex. 10(h) to fiscal 1996 Form 10-K).** (g) (1) Form of Supplemental Executive Benefits Plan of the Company, effective January 1, 1997, and (2) form of related Amended and Restated Trust Agreement, effective January 1, 1997 (incorp. by ref. to Ex. 10(g) to fiscal 1998 Form 10-K).** (h) 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).** (21) Subsidiaries (filed incorp. by reference to Ex. 11 to 1997 Form 10-K). (23) (a) Consent of PricewaterhouseCoopers LLP 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 1998 Form 10-K). (b) Consent of PricewaterhouseCoopers LLP 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 1998 Form 10-K). * Reference also is made to (1) Articles 5th, 6th, 7th, and 8th of the Company's composite Articles of Incorporation (Ex. 3(a) to this report) and (2) 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, and Rule12b-15 under, 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. HUNT CORPORATION Dated: June 30, 1999 By: \s\ Donald L. Thompson ------------------------------------------------ Donald L. Thompson Chairman, President and Chief Executive Officer June 30, 1999 \s\ William E. Chandler ------------------------------------- William E. Chandler Senior Vice President, Finance (Principal Financial Officer) HUNT CORPORATION SAVINGS PLAN REPORT ON AUDITS OF FINANCIAL STATEMENTS for the years ended December 31, 1998 , 1997 and 1996 AND SUPPLEMENTAL SCHEDULES for the year ended December 31, 1998 HUNT CORPORATION SAVINGS PLAN TABLE OF CONTENTS Page ---- Report of Independent Accountants 2 Financial Statements: Statements of Net Assets Available for Benefits, With Fund Information, as of December 31, 1998 and 1997 3-4 Statements of Changes in Net Assets Available for Benefits, With Fund Information, for the years ended December 31, 1998, 1997 and 1996 5-7 Notes to Financial Statements 8-16 Supplemental Schedules: Schedule of Assets Held for Investment Purposes as of December 31, 1998 27(a)* Schedule of Reportable Transactions for the year ended December 31, 1998 27(d)* * Refers to item numbers in Form 5500 (Annual Return/Report of Employee Benefit Plan) for the plan year ended December 31, 1998, which are incorporated herein by reference. PF-1 Report of Independent Accountants To the Administrative Committee of Hunt Corporation: In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of Hunt Corporation Savings Plan (the "Plan") at December 31, 1998 and 1997, and the changes in net assets available for benefits for the years ended December 31, 1998, 1997 and 1996 in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes at December 31, 1998 and reportable transactions for the year ended December 31, 1998 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 statements 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 benefits of each fund. These supplemental schedules and fund information are the responsibility of the Plan's management. 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. PricewaterhouseCoopers LLP June 11, 1999 PF-2 HUNT CORPORATION SAVINGS PLAN Statement of Net Assets Available for Benefits, With Fund Information, as of December 31, 1998
Participant Directed ------------------------------------------------------------------------------ Capital Balanced Preservation Select Ultra Stock ASSETS Fund Fund Fund Fund Fund ---------- -------------- --------- --------- --------- Investment, at fair value (Note 2): Shares of registered investment companies: Balanced Fund, 147,431 units at $18.470/unit (cost $2,556,330) $ 2,723,049 Benham Preservation Fund, 4,558,424 units at $1.000/unit (cost $4,558,424) $ 4,558,424 Select Fund, 149,413 units at $47.390/unit (cost $6,337,915) $ 7,080,666 Ultra Fund, 258,012 units at $33.410/unit (cost $6,697,479) $ 8,620,167 Value Fund, 201,285 units at $6.059/unit (cost $1,377,467) Hunt Corporation, 191,404 shares at $10.625/share (cost $3,135,487) $ 876,686 Participant loans (cost $0) Receivables: Employer's contribution - - - - - Participants' contribution - - - - - Interest - 21,698 - - - ------------ ------------ ------------ ------------ ----------- Total assets 2,723,049 4,580,122 7,080,666 8,620,167 876,686 LIABILITIES - - - - - ------------ ------------ ------------ ------------ ----------- Net assets available for benefits $ 2,723,049 $ 4,580,122 $ 7,080,666 $ 8,620,167 $ 876,686 ============ ============ ============ ============ ===========
Non- Participant Directed ------------------------ ----------- Value Participant Stock ASSETS Fund Loans Fund Total -------- ------------- --------- --------- Investment, at fair value (Note 2): Shares of registered investment companies: Balanced Fund, 147,431 units at $18.470/unit (cost $2,556,330) $ 2,723,049 Benham Preservation Fund, 4,558,424 units at $1.000/unit (cost $4,558,424) 4,558,424 Select Fund, 149,413 units at $47.390/unit (cost $6,337,915) 7,080,666 Ultra Fund, 258,012 units at $33.410/unit (cost $6,697,479) 8,620,167 Value Fund, 201,285 units at $6.059/unit (cost $1,377,467) $ 1,219,590 1,219,590 Hunt Corporation, 191,404 shares at $10.625/share (cost $3,135,487) $ 1,156,977 2,033,663 Participant loans (cost $0) $ 897,610 897,610 Receivables: Employer's contribution - - - - Participants' contribution - - - - Interest - - - 21,698 ------------ ---------- ----------- ------------ Total assets 1,219,590 897,610 1,156,977 27,154,867 LIABILITIES - - - - ------------ ---------- ----------- ------------ Net assets available for benefits $ 1,219,590 $ 897,610 $ 1,156,977 $ 27,154,867 ============ ========== =========== ============
The accompanying notes are an integral part of the financial statements. PF-3 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 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, 269,805units at $27.300/unit (cost $$6,545,871) $ 7,365,694 Value Fund, 219,271 units at $6.950/unit (cost $3,634,902) Hunt Corporation, 219,271 shares at $23.688/share (cost $3,634,902) $ 2,057,648 Participant loans (cost $0) Receivables: Employer's contribution 2,570 5,535 5,766 6,135 1,708 Participants' contribution 45,331 26,685 34,175 43,946 15,174 Interest 24,583 - ------------- ------------ ------------ ------------ ------------ Total assets 2,839,697 5,362,651 5,781,700 7,415,775 2,074,530 LIABILITIES - - - - - ------------- ------------ ------------ ------------ ------------ Net assets available for benefits $ 2,839,697 $ 5,362,651 $ 5,781,700 $ 7,415,775 $ 2,074,530 ============= ============ ============ ============ ============
Non- Participant Directed ------------------------ ----------- Value Participant Stock ASSETS Fund Loans Fund Total -------- ------------- --------- --------- Investment, at fair value (Note 2): Shares of registered investment companies: Balanced Fund, 153,903 units at $18.140/unit (cost $2,589,907) $ 2,791,796 Benham Preservation Fund, 5,305,848 units at $1.00/unit (cost $5,305,848) 5,305,848 Select Fund, 134,815 units at $42.590/unit (cost $5,426,061) 5,741,759 Ultra Fund, 269,805units at $27.300/unit (cost $$6,545,871) 7,365,694 Value Fund, 219,271 units at $6.950/unit (cost $3,634,902) $ 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-4 HUNT CORPORATION SAVINGS PLAN Statement of Changes in Net Assets Available for Benefits, With Fund Information, for the year ended December 31, 1998
Participant Directed ------------------------------------------------------------------------------ Capital Balanced Preservation Select Ultra Stock ADDITIONS Fund Fund Fund Fund Fund ---------- -------------- --------- --------- --------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of assets $ 64,562 $ 5,134 $ 682,241 $ 1,614,166 $ (830,882) Dividends 337,976 - 1,233,557 746,521 31,632 Interest - 264,710 - - - Contributions: Participants' 206,364 366,866 438,287 611,462 147,246 Employer's 38,595 55,359 83,017 108,466 24,991 ----------- ----------- ----------- ----------- ---------- Total additions 647,497 692,069 2,437,102 3,080,615 (627,013) ----------- ----------- ----------- ----------- ---------- DEDUCTIONS Deductions from net assets attributed to: Benefits paid to participants (668,076) (1,668,181) (1,350,394) (1,619,349) (1,073,782) Management fees (1,365) (3,399) (2,010) (857) (1,117) ----------- ----------- ----------- ----------- ---------- Total deductions (669,441) (1,671,580) (1,352,404) (1,620,206) (1,074,899) ----------- ----------- ----------- ----------- ---------- Net increase (decrease) prior to interfund transfers (21,944) (979,511) 1,084,698 1,460,409 (1,701,912) Interfund transfers (94,704) 196,982 214,268 (256,017) 501,834 ----------- ----------- ----------- ----------- ---------- Net increase (decrease) (116,648) (782,529) 1,298,966 1,204,392 (1,200,078) Net assets available for benefits: Beginning of year 2,839,697 5,362,651 5,781,700 7,415,775 2,074,530 ----------- ----------- ----------- ----------- ---------- End of year $ 2,723,049 $ 4,580,122 $ 7,080,666 $ 8,620,167 $ 874,452 =========== =========== =========== =========== ==========
Non- Participant 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 $ (162,685) - $(1,502,507) $ (129,971) Dividends 214,628 - 51,620 2,615,934 Interest - $ 101,191 - 365,901 Contributions: Participants' 105,669 - - 1,875,894 Employer's 19,129 - 288,212 617,769 ----------- ----------- ----------- ----------- Total additions 176,741 101,191 (1,162,675) 5,345,527 ----------- ----------- ----------- ----------- DEDUCTIONS Deductions from net assets attributed to: Benefits paid to participants (490,888) (227,689) (36,336) (7,134,695) Management fees (244) - - (8,992) ----------- ----------- ----------- ----------- Total deductions (491,132) (227,689) (36,336) (7,143,687) ----------- ----------- ----------- ----------- Net increase (decrease) prior to interfund transfers (314,391) (126,498) (1,199,011) (1,798,160) Interfund transfers 218,552 73,398 (854,313) - ----------- ----------- ----------- ----------- Net increase (decrease) (95,839) (53,100) (2,053,324) (1,798,160) Net assets available for benefits: Beginning of year 1,315,429 952,944 3,210,301 28,953,027 ----------- ----------- ----------- ----------- End of year $ 1,219,590 $ 899,844 $ 1,156,977 $27,154,867 =========== =========== =========== ===========
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, 1997
Participant Directed --------------------------------------------------------------------- Capital Balanced Preservation Select Ultra ADDITIONS 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 Dividends 278,471 914,669 1,442,588 Interest $ 291,796 Contributions: Participants' 296,129 502,113 518,697 711,562 Employer's 48,269 95,575 98,946 120,882 ---------- ---------- ---------- ---------- Total additions 745,186 889,484 2,037,896 2,334,966 ---------- ---------- ---------- ---------- DEDUCTIONS Deductions from net assets attributed to: Benefits paid to participants (361,092) (720,562) (654,716) (1,000,899) Management fees (1,626) (4,647) (2,363) (957) ---------- ---------- ---------- ---------- Total deductions (362,718) (725,209) (657,079) (1,001,856) ---------- ---------- ---------- ---------- Net increase/(decrease) prior to interfund transfers 382,468 164,275 1,380,817 1,333,110 Interfund transfers 343 (434,761) (50,066) (422,557) ---------- ---------- ---------- ---------- Net increase (decrease) 382,811 (270,486) 1,330,751 910,553 Net assets available for benefits: Beginning of year 2,456,886 5,633,137 4,450,949 6,505,222 ---------- ---------- ---------- ---------- End of year $2,839,697 $5,362,651 $5,781,700 $7,415,775 ========== ========== ========== ==========
Participant Directed -------------------------------------------------- Capital Stock Value Participant ADDITIONS Fund Fund Loans ---------- ---------- ----------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of assets $ 462,511 $ (30,986) Dividends 30,051 246,160 Interest $ 66,896 Contributions: Participants' 212,460 147,207 Employer's 31,594 22,527 ---------- ---------- -------- Total additions 736,616 384,908 66,896 ---------- ---------- -------- DEDUCTIONS Deductions from net assets attributed to: Benefits paid to participants (183,480) (378,668) (92,423) Management fees (283) (230) ---------- ---------- -------- Total deductions (183,763) (378,898) (92,423) ---------- ---------- ------- Net increase/(decrease) prior to interfund transfers 552,853 6,010 (25,527) Interfund transfers 219,970 480,259 219,672 ---------- ---------- -------- Net increase (decrease) 772,823 486,269 194,145 Net assets available for benefits: Beginning of year 1,301,707 829,160 758,799 ---------- ---------- -------- End of year $2,074,530 $1,315,429 $952,944 ========== ========== ========
Non- Participant Directed ---------- Stock ADDITIONS Fund Total ---------- ----------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of assets $ 783,294 $ 1,902,654 Dividends 52,334 2,964,273 Interest 358,692 Contributions: Participants' 2,388,168 Employer's 473,239 891,032 ---------- ----------- Total additions 1,308,867 8,504,819 ---------- ----------- DEDUCTIONS Deductions from net assets attributed to: Benefits paid to participants (395,022) (3,786,862) Management fees (10,106) ---------- ----------- Total deductions (395,022) (3,796,968) ---------- ----------- Net increase/(decrease) prior to interfund transfers 913,845 4,707,851 Interfund transfers (12,860) -- ---------- ----------- Net increase (decrease) 900,985 4,707,851 Net assets available for benefits: Beginning of year 2,309,316 24,245,176 ---------- ----------- End of year $3,210,301 $28,953,027 ========== ===========
The accompanying notes are an integral part of the financial statements. PF-6 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 ADDITIONS Fund Fund Fund Fund ---------- ------------ ---------- ---------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of assets $ 38,417 $ 259,550 $ 425,387 Dividends 243,264 414,217 365,455 Interest $ 293,843 Contributions: Participants' 288,073 610,051 527,514 722,649 Employer's 55,277 112,245 102,183 127,966 ---------- ---------- ---------- ---------- Total additions 625,031 1,016,139 1,303,464 1,641,457 ---------- ---------- ---------- ---------- DEDUCTIONS Deductions from net assets attributed to: Benefits paid to participants (154,442) (333,615) (227,279) (339,940 Management fees (1,448) (3,707) (2,253) (1,376 ---------- ---------- ---------- ---------- Total deductions (155,890) (337,322) (229,532) (341,316 ---------- ---------- ---------- ---------- Net increase prior to interfund transfers 469,141 678,817 1,073,932 1,300,141 Interfund transfers (311,766) 97,833 (13,469) 63,015 ---------- ---------- ---------- ---------- Net increase 157,375 776,650 1,060,463 1,363,156 Net assets available for benefits: Beginning of year 2,299,511 4,856,487 3,390,486 5,142,066 ---------- ---------- ---------- ---------- End of year $2,456,886 $5,633,137 $4,450,949 $6,505,222 ========== ========== ========== ==========
Participant Directed -------------------------------------------------- Capital Stock Value Participant ADDITIONS Fund Fund Loans ---------- ---------- ----------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of assets $ 102,310 $ 44,423 Dividends 27,573 77,595 Interest $ 60,452 Contributions: Participants' 168,883 109,017 Employer's 29,106 14,432 ---------- -------- -------- Total additions 327,872 245,467 60,452 ---------- -------- -------- DEDUCTIONS Deductions from net assets attributed to: Benefits paid to participants (76,545) (16,852) (21,126) Management fees (120) (110) ---------- -------- -------- Total deductions (76,665) (16,962) (21,126) ---------- -------- -------- Net increase prior to interfund transfers 251,207 228,505 39,326 Interfund transfers (130,291) 372,614 101,370 ---------- -------- -------- Net increase 120,916 601,119 140,696 Net assets available for benefits: Beginning of year 1,180,791 228,041 618,103 ---------- -------- -------- End of year $1,301,707 $829,160 $758,799 ========== ======== ========
Non- Participant Directed ---------- Stock ADDITIONS Fund Total ---------- ----------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of assets $ 100,806 $ 970,893 Dividends 47,202 1,175,306 Interest 354,295 Contributions: Participants' 2,426,187 Employer's 358,272 799,481 ---------- ----------- Total additions 506,280 5,726,162 ---------- ----------- DEDUCTIONS Deductions from net assets attributed to: Benefits paid to participants (98,927) (1,268,726) Management fees (9,014) ---------- ----------- Total deductions (98,927) (1,277,740) ---------- ----------- Net increase prior to interfund transfers 407,353 4,448,422 Interfund transfers (179,306) -- ---------- ----------- Net increase 228,047 4,448,422 Net assets available for benefits: Beginning of year 2,081,269 19,796,754 ---------- ----------- End of year $2,309,316 $24,245,176 ========== ===========
The accompanying notes are an integral part of the financial statements. PF-7 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 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 (Hunt Graphics 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.). Eligible associates (other than Hunt Graphics 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-8 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 Hunt Graphics bargaining unit employees) of their annual pre-tax compensation (i.e., compensation excluding special bonuses, severance payments, payments for unused vacation days upon termination of employment, 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), excluding retention bonuses for Associate Pre-Tax Contributions to the Plan. Participants also may authorize the Company and other participating companies to withhold a portion of any retention bonus included in their annual pre-tax compensation for Associates Pre-Tax Contributions. A Participant's total Associate Pre-Tax Contributions for a year may not exceed a Code limit adjusted annually for inflation ($10,000 for 1998 and $9,500 for 1997). 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 Hunt Graphics 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 annual compensation of salesmen, 100% of the annual compensation for other associates) on behalf of eligible associates whether or not such associates make contributions to the Plan. (Basic Contributions are not available to Hunt Graphics bargaining unit employees. The associate's annual compensation is generally 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 1996, $160,000 for 1997 and 1998). 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 PF-9 Notes to Financial Statements, Continued 1. Description of Plan, continued: Contributions, continued: 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. Vesting: A participant's Associate Pre-Tax Contributions (adjusted for earnings and losses) and Basic Contributions (adjusted for earnings and losses) 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 (adjusted for earnings and losses) 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 (adjusted for earnings and losses) 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 Hunt Graphics 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 $5,000, or if it does exceed $5,000, 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 $5,000 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-10 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, 1998 and 1997, there were $7,628 and $7,216, 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-11 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, Capital Preservation, Select, Ultra and Value funds are stated at the unit value published as of the end of the plan year. 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 the Plan's 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 changes therein, and disclosure 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-12 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. 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 1998 Principally 5.81% through 1999 Funds deposited during 1997 Principally 5.54% through 1998 Funds deposited during 1996 Principally 6.02% through 1997 PF-13 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 1,222 and 1,129 Plan participants at December 31, 1998 and 1997, respectively, who participated in one or more of the investment funds. At December 31, 1998 and 1997, the number of participants selecting each of the investment funds for their contributions was as follows: 1998 1997 ----- ----- Stock Fund 1,107 1,019 Select Fund 504 657 Ultra Fund 496 652 Capital Preservation Trust Fund 434 571 Balanced Fund 281 387 Value Fund 128 150 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 Hunt Graphics 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 Hunt Graphics 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 August 12, 1999 to January 22, 2004 and bear interest at 8.75% to 9.50% at December 31, 1998. PF-14 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, 1998 and 1997:
1998 1997 ---- ---- Net assets available for benefits per the financial statements $27,154,867 $28,953,027 Amounts allocated to withdrawing participants -- (3,090,034) ----------- ----------- Net assets available for benefits per the Form 5500 $27,154,867 $25,862,993 =========== ===========
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the years ended December 31, 1998 and 1997:
1998 1997 ---- ---- Benefits paid to participants per the financial statements $ 7,134,695 $ 3,786,862 Add: Amounts allocated to withdrawing participants at end of year -- 3,090,034 Less: Amounts allocated to withdrawing participants at beginning of year (3,090,034) (312,164) ----------- ----------- Benefits paid to participants per the Form 5500 $ 4,044,661 $ 6,564,732 =========== ===========
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-15 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. The Hunt Corporation stock is actively traded on the open market. Purchases of the Company's stock are conducted by American Century Investors, Inc. During 1998, there were purchases totaling $2,521,225. PF-16 Item 27(a) HUNT CORPORATION SAVINGS PLAN Schedule of Assets Held for Investment Purposes as of December 31, 1998
Description of Investment ------------------------- Fair Identity of Issuer Shares Type Cost Value ------------------ --------- ------------ ----------- ----------- Hunt Corporation* 191,404 Common Stock $ 3,135,487 $ 2,033,663 American Century Investors Funds*: Balanced Funds 147,431 Mutual Fund 2,556,330 2,723,049 Benham Preservation Fund 4,558,424 Mutual Fund 4,558,424 4,558,424 Select Fund 149,413 Mutual Fund 6,337,915 7,080,666 Ultra Fund 258,012 Mutual Fund 6,697,479 8,620,167 Value Fund 201,285 Mutual Fund 1,377,467 1,219,590 Participant Loans* Participant loans with interest rates from 8.75% to 9.50% 897,610 897,610 ----------- ----------- Total investments $25,560,712 $27,133,169 =========== ===========
*Party-in-interest Item 27(d) HUNT CORPORATION SAVINGS PLAN Schedule of Reportable Transactions for the year ended December 31, 1998
Number of Purchase Selling Description of Security Transactions Price Price ----------------------- ------------ ----------- ----------- American Century Investors - Benham Preservation Fund:* Purchases 83 $ 1,987,584 Sales 101 $ 2,735,011 American Century Investors - Select Fund:* Purchases 129 2,469,618 Sales 112 1,812,971 American Century Investors - Ultra Fund:* Purchases 152 12,655,752 Sales 130 13,015,468 American Century Investors - Balanced Fund:* Purchases 108 2,811,793 Sales 95 2,955,390 American Century Investors - Value Fund:* Purchases 148 9,269,647 Sales 74 9,197,358
*Party-in-interest
Net Gain Description of Security Cost (Loss) ----------------------- ---- -------- American Century Investors - Benham Preservation Fund:* Purchases $ 1,987,584 -- Sales 2,735,011 -- American Century Investors - Select Fund:* Purchases 2,469,618 Sales 1,557,764 $255,207 American Century Investors - Ultra Fund:* Purchases 12,655,752 -- Sales 12,504,145 511,323 American Century Investors - Balanced Fund:* Purchases 2,811,793 -- Sales 2,856,059 99,331 American Century Investors - Value Fund:* Purchases 9,269,647 -- Sales 9,209,458 (12,100)
*Party-in-interest CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 33-6359 and 33-57103) of Hunt Corporation of our report dated June 11, 1999 relating to the financial statements of Hunt Corporation Savings Plan, which appears in this Form 10K-A, which is Amendment No. 1 to Hunt Corporation's Annual Report on Form 10-K. PricewaterhouseCoopers LLP Philadelphia, PA June 29, 1999 -----END PRIVACY-ENHANCED MESSAGE-----