SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 3)

(Rule 14d-100)

Tender Offer Statement Under Section 14(d)(1)

or Section 13(e)(1) of the Securities Exchange Act of 1934

AND

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Hunt Corporation

(Name of Subject Company (Issuer))

FAC Acquisition Corporation

FAC Holding Corporation

(Names of Filing Persons (Offerors))

COMMON SHARES, PAR VALUE $.10 PER SHARE

(Title of Class of Securities)

445591100

(CUSIP Number of Class of Securities)

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

Van Billet

Vice President and Chief Financial Officer

FAC Holding Corporation

3000 Centre Square West

1500 Market Street

Philadelphia, Pennsylvania 19102

Telephone: (215) 563-2800

(Name, address and telephone number of person authorized to receive

notices and communications on behalf of filing persons)

With a copy to:

Carmen J. Romano Esq.

Dechert

4000 Bell Atlantic Tower

1717 Arch Street

Philadelphia, Pennsylvania 19103

Telephone: (215) 994-4000

CALCULATION OF FILING FEE

Transaction Valuation	Amount of Filing Fee*
$117,365,623	$23,474

*This amount has previously been paid.

¨	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
	x	third-party tender offer subject to Rule 14d-1.
	¨	issuer tender offer subject to Rule 13e-4.
	¨	going-private transaction subject to Rule 13e-3.
	x	amendment to Schedule 13D under Rule 13d-2.
	Check the following box if the filing is a final amendment reporting the results of the tender offer: x

SCHEDULE 13D

CUSIP NO. 445591100		PAGE 2 OF 8
1	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). FAC Acquisition Corporation IRS Identification No.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF/OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER           0   8    SHARED VOTING POWER           8,411,803.242                   9    SOLE DISPOSITIVE POWER           0 10    SHARED DISPOSITIVE POWER           8,411,803.242                

CUSIP NO. 445591100		PAGE 3 OF 8
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,411,803.242
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 93.7%
14	TYPE OF REPORTING PERSON (See Instructions) CO

SCHEDULE 13D

CUSIP NO. 445591100 Page 4 of 8

1	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). FAC Holding Corporation IRS Identification No.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF/OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨

  6 CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania        

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER         0   8    SHARED VOTING POWER         8,411,803.242            9    SOLE DISPOSITIVE POWER         0 10    SHARED DISPOSITIVE POWER         8,411,803.242     

CUSIP No. 445591100 Page 5 of 8

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,411,803.242
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 93.7%
14	TYPE OF REPORTING PERSON (See Instructions) CO

This statement constitutes (a) Amendment No. 3 (the “Amendment”) to the Tender Offer Statement on Schedule TO (as amended and supplemented, the “Statement”), originally filed with the Securities and Exchange Commission (the “SEC”) on November 15, 2002 by FAC Acquisition Corporation, a Pennsylvania corporation (“Purchaser”), and FAC Holding Corporation, a Pennsylvania corporation (“Parent”), relating to the Purchaser’s offer to purchase all of the outstanding common shares, par value $.10 per share (the “Shares”), of Hunt Corporation, a Pennsylvania corporation (the “Company”), at a purchase price of $12.50 per share, net to the seller in cash and (b) Amendment No. 3 to the Schedule 13D (as amended and supplemented, the “Schedule 13D”) originally filed with the SEC on November 20, 2002 by Parent and Purchaser. The terms and conditions of the offer are described in the Offer to Purchase, dated November 15, 2002 (the “Offer to Purchase”), a copy of which is filed as Exhibit (a)(1)(A) to the Statement, and the related Letter of Transmittal and the instructions thereto, a copy of which is filed as Exhibit (a)(1)(B) to the Statement (which, as they may be amended or supplemented from time to time, together constitute the “Offer”). The information in the Offer to Purchase is incorporated by reference herein. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Offer to Purchase.

Items 6 and 8.    Purposes of the Transaction and Plans or Proposals; Interest in Shares of the Subject Company.

Items 6 and 8 of the Statement are hereby amended and supplemented to include the following:

The Offer expired at 12:00 midnight, New York City time, on Friday, December 13, 2002, and was not extended. Based on preliminary information provided by American Stock Transfer & Trust Company, the depositary for the Offer, approximately 8,411,803 Shares (including 208,057 Shares subject to guaranteed delivery), representing approximately 93% of the issued and outstanding Shares, were validly tendered pursuant to the Offer and not validly withdrawn. Purchaser has accepted for payment all Shares validly tendered and not withdrawn prior to the expiration of the Offer. Pursuant to the terms of the Merger Agreement, Parent intends, subject to the satisfaction of the requirements of the Pennsylvania Business Corporation Law (“PBCL”), to cause the merger of the Purchaser with and into the Company (the “Merger”) pursuant to a “short form” merger under the PBCL. Parent expects the Merger to be completed promptly. Upon consummation of the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (other than Shares held by the Company as treasury stock, or owned by Parent, the Purchaser or Parent’s other wholly owned subsidiaries, all of which will be cancelled and retired and will cease to exist and other than Shares that are held by shareholders, if any, who properly exercise their dissenters’ rights in accordance with Pennsylvania law) will be cancelled and converted into the right to receive $12.50, net to the Seller in cash, without interest thereon, payable to the holder of such Share. On December 16, 2002, Purchaser issued a press release announcing the results of the Offer. The full text of the press release is filed as Exhibit (a)(5)(D) and is incorporated by reference herein.

Item 12.    Exhibits.

Item 12 of the Statement is hereby amended and supplemented to include the following exhibit:

“(a)(5)(D) Press Release issued by Purchaser on December 16, 2002.”

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct.

FAC HOLDING CORPORATION
By:	/S/ VAN BILLET
Name:  Van Billet
Title:    Vice President and Chief Financial Officer

FAC ACQUISITION CORPORATION
By:	/S/ VAN BILLET
Name:  Van Billet
Title:    Vice President and Chief Financial Officer

Dated:  December 16, 2002

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EXHIBIT INDEX

Exhibit	Exhibit Name
(a)(1)(A)	Offer to Purchase.*
(a)(1)(B)	Letter of Transmittal.*
(a)(1)(C)	Notice of Guaranteed Delivery.*
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute W-9.*
(a)(5)(A)	Press Release issued on November 12, 2002, incorporated herein by reference to the Schedule TO-C, filed by FAC Holding Corporation on November 12, 2002.*
(a)(5)(B)	Summary Advertisement as published in the Wall Street Journal on November 15, 2002.*
(a)(5)(C)	Press Release issued by FAC Holding Corporation on November 15, 2002.*
(a)(5)(D)	Press Release issued by Purchaser on December 16, 2002.
(b)(1)	Demand Note, dated November 8, 2002, issued by FAC Holding Corporation to The Berwind Company LLC.*
(b)(2)	Demand Note, dated November 8, 2002, issued by FAC Holding Corporation to Berwind Corporation.*
(d)(1)	Agreement and Plan of Merger, dated as of November 11, 2002, by and among FAC Acquisition Corporation, FAC Holding Corporation and Hunt Corporation.*
(d)(2)	Tender and Voting Agreement, dated as November 11, 2002, by and among FAC Acquisition Corporation, FAC Holding Corporation and certain Shareholders.*
(d)(3)	Confidentiality Agreement, dated September 9, 2002, between Berwind Corporation and Hunt Corporation.*
(d)(4)	Joinder, dated December 3, 2002, by and among Parent, Purchaser and the Charitable Trust.*
(g)	Not applicable.
(h)	Not applicable.

*  Denotes Exhibit has been previously filed with the Securities and Exchange Commission.

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EX-99.A5D

EXHIBIT (a)(5)(D)

FAC Acquisition Corporation Completes Tender Offer for Hunt Corporation

PHILADELPHIA, December 16, 2002—FAC Acquisition Corporation (“FAC”) announced today that it has completed its all-cash tender offer for the outstanding common shares of Hunt Corporation (NYSE: HUN) (“Hunt”) at a price of $12.50 per share. The tender offer expired, as scheduled, on Friday, December 13, 2002 at 12:00 midnight, New York City time.

A preliminary count from American Stock Transfer & Trust Company, the depositary for the offer, shows that approximately 8,411,803 common shares of Hunt had been tendered and accepted for payment as of the expiration of the offer (including approximately 208,057 common shares subject to guarantees of delivery), which together represent approximately 93% of the outstanding common shares. There are approximately 570,068 common shares that remain outstanding. FAC will accept and promptly pay for all shares validly tendered and not properly withdrawn prior to the expiration date. FAC and Hunt intend to complete a short-form merger promptly, pursuant to which FAC will be merged with and into Hunt, with Hunt as the surviving corporation. In connection with this merger, those Hunt shareholders who did not tender their shares in the tender offer will have their shares converted into the right to receive $12.50 per share in cash, subject to dissenters’ rights.

Georgeson Shareholders Communications Inc. is acting as Information Agent for the tender offer.

Hunt Corporation, with operations in the United States and Canada, is an internationally recognized manufacturer and marketer of innovative office products and presentation and display solutions for business, education and consumer markets. Among Hunt’s well-known product brand names are X-ACTO^®, BOSTON^® and BIENFANG^®.

Hunt Corporation Contact

Bradley P. Johnson, President & Chief Executive Officer, 215-841-2398

Dennis S. Pizzica, Vice President & Chief Financial Officer, 215-841-2398

FAC Contact

Van Billet, Vice President & Chief Financial Officer, 215-575-2407

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