-----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, Rg3uHNEIWLQRI4CG+7ZxjAV/LoES7fq8kCtp2qFkAgR/JG2J6fiy2sZYieELrgrX WOrFrjll/wyxaXxIOwPCPQ== 0000950116-99-001364.txt : 19990714 0000950116-99-001364.hdr.sgml : 19990714 ACCESSION NUMBER: 0000950116-99-001364 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990530 FILED AS OF DATE: 19990713 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-Q SEC ACT: SEC FILE NUMBER: 001-08044 FILM NUMBER: 99663218 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-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 30, 1999 ---------------------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-8044 ------------------------------------------------------- HUNT CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 21-0481254 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Commerce Square 2005 Market Street, Philadelphia, PA 19103 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone no., including area code (215) 656-0300 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No As of July 1, 1999, there were outstanding 10,399,340 shares of the registrant's common stock. Page 2 HUNT CORPORATION INDEX
Page ---- PART I - FINANCIAL INFORMATION Item 1 - Financial Statements Condensed Consolidated Balance Sheets as of May 30, 1999 and November 29, 1998 3 Condensed Consolidated Statements of Income - Three Months and Six Months Ended May 30, 1999 and May 31, 1998 4 Consolidated Statements of Comprehensive Income - Three Months and Six Months Ended May 30, 1999 and May 31, 1998 5 Condensed Consolidated Statements of Cash Flows - Six Months Ended May 30, 1999 and May 31, 1998 6 Notes to Condensed Consolidated Financial Statements 7 - 8 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 9 - 13 Item 3 - Quantitative and Qualitative Disclosures about Market Risk 14 PART II - OTHER INFORMATION Item 1 - Legal Proceedings 15 Item 4 - Submission of Matters to a Vote of Security Holders 16 Item 6 - Exhibits and Reports on Form 8-K 17 Signatures 18 Exhibit Index 19
Part I - FINANCIAL INFORMATION Page 3 ---------------------- Item 1. Financial Statements Hunt Corporation Condensed Consolidated Balance Sheets (Unaudited) (In thousands except share and per share amounts)
May 30, November 29, ASSETS 1999 1998 --------- --------- Current assets: Cash and cash equivalents $ 30,930 $ 40,724 Accounts receivable, less allowance for doubtful accounts: 1999, $1,666; 1998, $1,721 34,198 31,018 Inventories: Raw materials 7,552 7,867 Work in process 3,455 3,033 Finished goods 12,090 10,704 --------- --------- Total inventories 23,097 21,604 Deferred income taxes 4,757 4,769 Prepaid expenses and other current assets 1,212 1,402 --------- --------- Total current assets 94,194 99,517 Property, plant and equipment, at cost, less accumulated depreciation and amortization: 1999, $41,341; 1998, $37,818 47,646 49,917 Excess of acquisition costs over net assets acquired, less accumulated amortization 24,372 26,021 Other assets 11,937 11,402 --------- --------- Total assets $ 178,149 $ 186,857 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 313 $ 479 Accounts payable 10,671 12,503 Accrued expenses: Salaries, wages and commissions 2,387 2,302 Income taxes 2,234 1,930 Other 15,576 17,742 --------- --------- Total current liabilities 31,181 34,956 Long-term debt, less current portion 58,206 57,741 Deferred income taxes 553 374 Other non-current liabilities 16,230 15,906 Commitments and contingencies Stockholders' equity: Preferred stock, $.10 par value, authorized 1,000,000 shares (including 50,000 shares of Series A Junior Participating Preferred); none issued -- -- Common stock, $.10 par value, 40,000,000 shares authorized; issued: 1999 and 1998 -16,152,322 shares 1,615 1,615 Capital in excess of par value 6,434 6,434 Cumulative translation adjustment (1,744) 446 Minimum pension liability (1,545) (1,545) Retained earnings 160,743 158,316 --------- --------- 165,503 165,266 Less cost of treasury stock: 1999 - 5,752,982 shares; 1998 - 5,162,082 shares (93,524) (87,386) --------- --------- Total stockholders' equity 71,979 77,880 --------- --------- Total liabilities and stockholders' equity $ 178,149 $ 186,857 ========= =========
See accompanying notes to condensed consolidated financial statements. Page 4 Hunt Corporation Condensed Consolidated Statements of Income (Unaudited) (In thousands except per share amounts)
Three Months Ended Six Months Ended --------------------------- --------------------------- May 30, May 31, May 30, May 31, 1999 1998 1999 1998 --------- --------- --------- --------- Net sales $ 61,185 $ 62,381 $ 121,554 $ 123,645 Cost of sales 37,498 37,764 75,085 75,345 --------- --------- --------- --------- Gross profit 23,687 24,617 46,469 48,300 Selling, administrative and general expenses 19,538 19,708 37,947 37,975 Restructuring and other -- (2,175) -- (2,171) --------- --------- --------- --------- Income from operations 4,149 7,084 8,522 12,496 Interest expense 1,111 1,037 2,300 2,219 Other income, net (423) (1,023) (920) (1,890) --------- --------- --------- --------- Income before income taxes 3,461 7,070 7,142 12,167 Provision for income taxes 1,211 2,230 2,499 4,013 --------- --------- --------- --------- Net income $ 2,250 $ 4,840 $ 4,643 $ 8,154 ========= ========= ========= ========= Net income per share - Basic $ .22 $ .43 $ .44 $ .73 ========= ========= ========= ========= Net income per share - Diluted $ .22 $ .41 $ .44 $ .69 ========= ========= ========= ========= Dividends per common share $ .103 $ .103 $ .205 $ .205 ========= ========= ========= =========
See accompanying notes to condensed consolidated financial statements. Page 5 Hunt Corporation Consolidated Statements of Comprehensive Income (Unaudited) (In thousands)
Three Months Ended Six Months Ended ----------------------- ----------------------- May 30, May 31, May 30, May 31, 1999 1998 1999 1998 ------- ------- ------- ------- Net income $ 2,250 $ 4,840 $ 4,643 $ 8,154 Other comprehensive income: Foreign currency translation adjustments, net of income taxes of $318 and $766 in 1999, and $22 and $331 in 1998, respectively (591) (47) (1,424) (672) ------- ------- ------- ------- Comprehensive income $ 1,659 $ 4,793 $ 3,219 $ 7,482 ======= ======= ======= =======
See accompanying notes to condensed consolidated financial statements. Page 6 Hunt Corporation Condensed Consolidated Statements of Cash Flows (Unaudited) (in thousands)
Six Months Ended ------------------------------ May 30, May 31, 1999 1998 -------- -------- Cash flows from operating activities: Net income $ 4,643 $ 8,154 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 4,536 4,102 Deferred income taxes 209 931 Loss (gain) on disposals of property, plant and equipment 4 (10) Payments/credits for special charges (1,171) (3,741) Issuance of stock under management incentive bonus and stock grant plans -- 197 Changes in operating assets and liabilities (7,600) (20,411) -------- -------- Net cash provided by (used in) operating activities 621 (10,778) -------- -------- Cash flows from investing activities: Additions to property, plant and equipment (2,359) (8,998) Other, net (25) -- -------- -------- Net cash used in investing activities (2,384) (8,998) -------- -------- Cash flows from financing activities: Proceeds from issuance of long-term debt 8,678 2,476 Payments on long-term debt, including current maturities (7,952) (770) Book overdrafts (247) (777) Purchases of treasury stock (6,138) -- Proceeds from exercise of stock options -- 1,487 Dividends paid (2,185) (2,300) Other, net (31) 41 -------- -------- Net cash provided by (used in) financing activities (7,875) 157 -------- -------- Effect of exchange rate changes on cash (156) (126) -------- -------- Net decrease in cash and cash equivalents (9,794) (19,745) Cash and cash equivalents, beginning of period 40,724 65,449 -------- -------- Cash and cash equivalents, end of period $ 30,930 $ 45,704 ======== ========
See accompanying notes to consolidated financial statements. Page 7 Hunt Corporation Notes to Condensed Consolidated Financial Statements (Unaudited) 1. The accompanying condensed consolidated financial statements and related notes are unaudited; however, in management's opinion all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the financial position at May 30, 1999 and the results of operations and cash flows for the periods shown have been made. Such statements are presented in accordance with the requirements of Form 10-Q and do not include all disclosures normally required by generally accepted accounting principles or those normally made in Form 10-K. 2. In the first quarter of fiscal 1999, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income." SFAS No. 130 establishes standards for the reporting and display of the components of comprehensive income in the financial statements. See Consolidated Statements of Comprehensive Income herein. 3. A reconciliation of weighted average common shares outstanding to weighted average of common shares outstanding assuming dilution in calculating the earnings per share is shown below (in thousands):
Three Months Ended ------------------ May 30, May 31, 1999 1998 ---- ---- Average common shares outstanding - basic 10,424 11,281 Add: common equivalent shares representing shares issuable upon exercise of stock options and stock grants 1 637 ------ ------ Average common shares and dilutive securities outstanding 10,425 11,918 ====== ====== Six Months Ended ---------------- May 30, May 31, 1999 1998 ---- ---- Average common shares outstanding - basic 10,609 11,240 Add: common equivalent shares representing shares issuable upon exercise of stock options and stock grants 3 589 ------ ------ Average common shares and dilutive securities outstanding 10,612 11,829 ======= ======
Page 8 4. The following table sets forth the details and the cumulative activity in the various accruals and reserves associated with the prior years' restructuring plans in the Condensed Consolidated Balance Sheet at May 30,1999 (in thousands):
Balance at Current Cash Non-Cash Balance at November 29, 1998 Provision Reductions Activity May 30, 1999 ------------------ --------- ---------- -------- ------------ Lease Obligations $ 1,873 - $ (411) - $ 1,462 Severance 722 - (497) - 225 Inventory 400 - (78) $(42) 280 Fixed Assets 235 - - - 235 Other 487 - (185) - 302 ------- ------- -------- ----- --------- Total $ 3,717 - $ (1,171) $(42) $ 2,504 ======= ======== ===== =========
5. The Company has been sued for patent infringement with respect to one of its minor products. After a jury trial during the Company's second quarter of fiscal 1998, the U.S. District in the Western District of Wisconsin entered judgment against the Company in this matter and awarded damages to the plaintiffs in the amount of $3.3 million, plus interests and costs. The Company and its patent legal counsel believe that the verdict against the Company was incorrect and that it will be reversed on appeal. Accordingly, the Company has not recorded any liability in its financial statements associated with this judgment. However, there can be no assurance that the Company will prevail in this matter. In the event of an unfavorable final judgment against the Company, management believes that it will not have a material impact on the Company's financial position, but it could have a material effect on quarterly or annual results of operations. (See also Note 15 to the Consolidated Financial Statements included in the Company's 1998 Form 10-K.) Page 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion includes certain forward-looking statements within the meaning of the Private Securities Litigation Act of 1995. Such forward-looking statements represent management's assessment based upon information currently available, but are subject to risks and uncertainties which could cause actual results to differ materially from those set forth in the forward-looking statements. These risks and uncertainties include, but are not limited to, the Company's ability to successfully complete the implementation, and realize the anticipated growth and other benefits, of its strategic plan on a timely basis; the effect of, and changes in, worldwide general economic conditions; technological and other changes affecting the manufacture of and demand for the Company's products; competitive and other pressures in the market place; the impact of Year 2000 issues; the outcome of litigation in which the Company is engaged; and other risks and uncertainties set forth herein and in the Company's Forms 10-Q, 10-K and 8-K filings with the Securities and Exchange Commission. In April 1997, the Company initiated a new strategy for growth and restructuring plan (the "strategic plan") designed to restore higher levels of sales growth, profitability and to reduce its cost structure. Although the Company believes that its plan to achieve higher growth and profitability will be successful in the long term and that most of the cost savings resulting from the strategic plan will continue in future years, there can be no assurance that such will be the case. (See Note 4 to the Notes to Condensed Consolidated Financial Statements herein.) Results of Operations - --------------------- Net Sales - --------- Net sales of $61.2 million for the second quarter and $121.6 million for the first half of fiscal 1999 declined 2% from the corresponding fiscal periods of fiscal 1998. These decreases were largely due to lower sales of graphics products (down 7% for the second quarter and 5% for the first half), partially offset by higher sales of consumer products (up 6% for the second quarter and 3% for the first half). In addition, sales were adversely impacted by lower net selling prices in the second quarter and first half of fiscal 1999 compared to last year, as well as by a general softness in demand for some of the Company's products. The decreases in graphics products were largely the result of lower mounting and laminating equipment products sales (down 19% and 18%, respectively) and board products sales (down 9% and 1%, respectively), while the increases in consumer products sales were due primarily to higher sales of pencil sharpeners and staplers. Export sales decreased 46% and 36% in the second quarter and first half of fiscal 1999, respectively, compared to the same prior year periods. Foreign sales decreased 10% and 9%, respectively, in the second quarter and first half of fiscal 1999 compared to the same periods of fiscal 1998. Page 10 Management is uncertain as to how long and to what extent the softness in demand for its graphics products will continue. Management believes that there are efforts in place for the graphics products business as well as new graphics product programs that should begin showing benefits in the second half of fiscal 1999. However, there can be no assurance that such will be the case. Gross Profit - ------------ The Company's gross profit percentage decreased to 38.7% of net sales in the second quarter of fiscal 1999 from 39.5% in the second quarter of fiscal 1998 and decreased to 38.2% in the first half of fiscal 1999 compared to 39.1% in the first half of fiscal 1998. These decreases in gross profit dollars and percentages were primarily the result of lower net selling prices, unfavorable product and customer mix and lower unit sales. Management expects the pressure on selling prices attributable to the growing bargaining power of the Company's largest customers, such as office products superstores, to continue during fiscal 1999. The Company's raw material cost increases have remained below the rate of inflation for the past several years; however, management is uncertain how long this will continue. Selling, Administrative and General Expenses - -------------------------------------------- Selling, administrative and general expenses, as a percentage of net sales, increased to 31.9% and 31.2%, respectively, for the second quarter and first half of fiscal 1999 compared to 31.6% and 30.7% for the same periods of fiscal 1998. These percentage increases were principally due to higher administrative and general costs (due to higher information services costs and professional services expenses) and lower marketing and selling expenses (due primarily to the timing of product promotions, marketing research and product packaging development costs). In fiscal 1998, certain information services costs were capitalized. Such costs are now expensed as incurred. Restructuring and Other - ----------------------- In the second quarter of fiscal 1998, the Company reduced by $1.8 million ($1.2 million after taxes, or $.11 per share on a basic basis and $.10 per share on a diluted basis) some of its reserves established in connection with the Company's implementation of its strategic plan during fiscal 1997. In addition, during the second quarter of fiscal 1998, due to lower inventory returns, the Company reversed some of its reserves in the amount of $.4 million ($.3 million after taxes, or $.02 per share on a basic and diluted basis) related to one of the divested businesses. Page 11 Other Income, Net - ----------------- Other income, net, decreased $.6 million in the second quarter of fiscal 1999 and $1.0 million in the first half of fiscal 1999 compared to the second quarter and first half of fiscal 1998. These decreases were due to lower interest income resulting from lower average cash balances and the forgiveness of a loan ($.4 million pretax) at one of the Company's foreign operations during the second quarter of fiscal 1998. Provision for Income Taxes - -------------------------- The Company's effective income tax rate was 35% for the second quarter and first half of fiscal 1999 compared to 31.5% and 33%, respectively, for the second quarter and first half of fiscal 1998. The lower 1998 effective tax rates were due primarily to favorable resolutions of prior years' tax exposures. Financial Condition - ------------------- The Company's working capital decreased to $63.0 million at the end of the second quarter of fiscal 1999 from $64.6 million at the end of fiscal 1998. The current ratio increased slightly to 3.0 at May 30, 1999 from 2.9 at November 29, 1998. The Company's debt/capitalization percentage increased to 45% at the end of the second quarter of fiscal 1999 compared to 43% at the end of fiscal 1998. Available cash balances were sufficient during the first six months of fiscal 1999 to fund additions to property, plant and equipment of $2.4 million, to pay cash dividends of $2.2 million, and to fund the repurchase of $6.1 million of the Company's common shares. Current assets decreased to $94.2 million at the end of the first quarter of fiscal 1999 from $99.5 million at the end of fiscal 1998 largely as a result of lower cash and cash equivalent balances, partially offset by higher accounts receivable and inventory balances. The decrease in cash and cash equivalents was largely due to the repurchase of the Company's common shares, payments of dividends, capital expenditures and payments associated with the strategic plan. The $3.2 million increase in accounts receivable was largely due to timing of payments by major customers during the first half of fiscal 1999. Inventories increased to $23.1 million at May 30, 1999 from $21.6 million at November 29, 1998, due principally to inventory build-up in anticipation of sales expected in the third quarter of fiscal 1999. Current liabilities decreased to $31.2 million at the end of the first quarter of fiscal 1999 from $35.0 million at the end of fiscal 1998. This decrease was largely attributable to the timing of accounts payable payments and reductions in the accruals associated with the Company's strategic plan. Page 12 The effect of unfavorable currency exchange rates for the British pound sterling and the Dutch guilder (the functional currencies of the Company's U.K. and Holland operations, respectively) was the principal cause for the $2.2 million decrease in the cumulative translation adjustment account in stockholders' equity. The Company has a revolving credit agreement of $75 million and a line of credit agreement of $2.5 million. There was $5.8 million borrowed under these credit facilities as of May 30, 1999. Management believes that funds generated from operations, combined with the existing credit facilities, will be sufficient to meet currently anticipated working capital and other capital and debt service requirements. Should the Company require additional funds, management believes that the Company could obtain them at competitive costs. Management currently expects that total fiscal 1999 expenditures for additions to property, plant and equipment to increase capacity and productivity will approximate $7.5 million, of which approximately $2.4 million has been expended through the first six months of fiscal 1999. Year 2000 Update - ---------------- The Company is continuing its work to mitigate the Year 2000 ("Y2K") issue. These efforts involve assessment, identification of non-compliant systems, remediation, testing, and verification, including replacing and/or updating existing systems, as well as establishing contingency plans relating to Y2K risks. The Company has substantially completed the necessary modifications to its critical and ancillary systems and applications. To date, the project is proceeding on schedule and is expected to be completed by the end of the third quarter of fiscal 1999. The Company also has initiated communications with significant suppliers and customers to identify and coordinate the remediation of any Y2K issues they may have which might affect the Company, and the Company is still in the process of determining the Company's vulnerability if these companies should fail to remediate their Y2K issues. The Company's costs incurred to date in addressing the Y2K issues have not been significant and are being funded through operating cash flows. The total implementation costs (relating principally to new hardware and software) capitalized to date are $5.5 million, which should represent substantially all of the capitalized costs to be incurred. These costs not only addressed Y2K issues but also provided for operational efficiencies and cost reductions. The Company continues to evaluate future costs associated with these efforts based on actual experience but does not currently anticipate that such costs will have a material impact on the Company's results of operations or financial position. It is difficult to identify or prepare for the absolute worse case Y2K scenario. However, the most likely worst case scenario for the Company would include, among other things, temporary slowdowns of operations at the Company's facilities, whether due to an external power failure or otherwise, delays in receipt of supplies, failure to be able to serve Page 13 customers, lost sales and failure of management controls. Although the Company believes that its systems will be fully operational and will not cause any material disruptions because of Y2K issues, there can be no assurance that this will be the case. Further, because of the uncertainties associated with assessing the potential effects of non-preparedness of suppliers and customers, there is a risk of a material adverse effect on the Company's future results of operations if these constituencies do not correct their Y2K problems, if any, on a timely basis. The Company plans to continue assessing these risks through reviews with its major suppliers and customers. The Company is preparing contingency plans relating specifically to identified Y2K risks and developing cost estimates relating to these plans. Contingency plans may include stockpiling raw materials and packaging materials, increasing inventory levels, securing alternative sources of supply and other appropriate measures. The Company anticipates completion of the Y2K contingency plans during the third quarter of fiscal 1999. Once developed, Y2K contingency plans and related cost estimates will be reviewed and modified as additional information becomes available. New Accounting Standard - ----------------------- During the first quarter of fiscal 1999, the Company adopted SFAS No. 130, "Reporting Comprehensive Income." SFAS No. 130 establishes standards for the reporting and display of the components of comprehensive income in the financial statements. See the Consolidated Statements of Comprehensive Income herein. In June 1999, the Financial Accounting Standards Board approved issuance of a final statement to defer the effective date of SFAS No. 133 , "Accounting for Derivative Instruments and Hedging Activities." Consequently, SFAS No. 133 will now be effective for fiscal years beginning after June 15, 2000. The adoption of SFAS No. 133 is not expected to have a material effect on the Company's consolidated results of operations, financial position or cash flows. Page 14 Item 3 - Quantitative and Qualitative Disclosures about Market Risk There have been no material changes in the Company's market risk since the Form 10-K filing for the fiscal year ended November 29, 1998. Page 15 PART II - OTHER INFORMATION Item 1 - Legal Proceedings Reference is made to Part I, Item 3 of the Company's fiscal 1998 Form 10-K and to Note 5 to the Condensed Consolidated Financial Statements herein. Page 16 Part II - OTHER INFORMATION --------------------------- Item 4 - Submission of Matters to a Vote of Security Holders (a) and (c) The Company's Annual Meeting of Shareholders was held on April 21, 1999, and in connection therewith, proxies were solicited by management pursuant to Regulation 14 under the Securities Exchange Act of 1934. An aggregate of 10,522,340 shares of the Company's common stock ("Shares") were outstanding and entitled to vote at the meeting. At the meeting the following matters (not including ordinary procedural matters) were submitted to a vote of the holders of Shares, with the results indicated below: 1. Election of a class of four directors to serve until the 2002 Annual Meeting. The following persons, all of whom were serving as directors and were management's nominees for reelection, were reelected. There was no solicitation in opposition to such nominees. The tabulation of votes was as follows: - ------------------------------------------------------------------------------- Withheld Nominee For (including any broker nonvotes) - ------------------------------------------------------------------------------- Donald D. Belcher 9,580,991 23,737 - ------------------------------------------------------------------------------- Robert H. Rock, D.B.A. 9,580,991 23,737 - ------------------------------------------------------------------------------- Malcolm J. Thompson, PhD. 9,578,668 26,060 - ------------------------------------------------------------------------------- Victoria B. Vallely 9,580,352 24,376 - ------------------------------------------------------------------------------- 2. Ratification of independent auditors. The appointment of PricewaterhouseCoopers LLP as the Company's independent auditors for fiscal 1999 was ratified. The tabulation of votes was as follows: ================================================================================ Abstentions For Against (including any broker nonvotes) - -------------------------------------------------------------------------------- 8,023,653 4,346 1,576,729 ================================================================================ Page 17 Item 6 - Exhibits and Reports on Form 8-K (a) Exhibits 27 Financial Data Schedule for the quarter ended May 30, 1999. (b) Reports on Form 8-K No reports on Form 8-K were filed during the quarter for which this report is filed. Page 18 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HUNT CORPORATION. Date July 12, 1999 By /s/ William E. Chandler ---------------------------- ------------------------------------ William E. Chandler Senior Vice President, Finance (Principal Financial Officer) Date July 12, 1999 By /s/ Donald L. Thompson ----------------------------- ------------------------------------ Donald L. Thompson Chairman of the Board and Chief Executive Officer Date July 12, 1999 By /s/ John Fanelli III ----------------------------- ------------------------------------ John Fanelli III Vice President, Corporate Controller (Principal Accounting Officer) Page 19 EXHIBIT INDEX Exhibit 27 - Financial Data Schedule for the quarter ended May 30, 1999 ---------------------------------------------------------- EX-27 2 FINANCIAL DATA SCHEDULE
5 6-MOS MAY-30-1999 MAY-30-1999 30,930 0 35,864 (1,666) 23,097 94,194 88,987 (41,341) 178,149 31,181 58,206 0 0 1,615 70,364 178,149 121,554 121,554 75,085 75,085 37,589 358 2,300 7,142 2,499 4,643 0 0 0 4,643 .44 .44
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