SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 2)

(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. 2)

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: [_]

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          3,551,551*   9.    SOLE DISPOSITIVE POWER          0 10.    SHARED DISPOSITIVE POWER          3,828,617*

CUSIP NO. 445591100 Page 3 of 8

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,828,617
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.3%*
14.	TYPE OF REPORTING PERSON (See Instructions) CO

* See the “Introduction” and Section 12 of the Offer to Purchase, incorporated herein by reference, for a description of the Tender and Voting Agreement, dated as of November 11, 2002, by and among FAC Acquisition Corporation, FAC Holding Corporation and certain shareholders named therein.

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          3,551,551*   9.    SOLE DISPOSITIVE POWER          0     10.    SHARED DISPOSITIVE POWER          3,828,617*

CUSIP NO. 445591100 Page 5 of 8

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,828,617
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.3%*
14.	TYPE OF REPORTING PERSON (See Instructions) CO

* See the “Introduction” and Section 12 of the Offer to Purchase, incorporated herein by reference, for a description of the Tender and Voting Agreement, dated as of November 11, 2002, by and among FAC Acquisition Corporation, FAC Holding Corporation and certain shareholders named therein.

This statement constitutes (a) Amendment No. 2 (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 (the “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. 2 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.

Item 8.    Interest in Shares of the Subject Company.

Item 8 of the Statement is hereby amended and supplemented to include the following:

“Certain Shareholders party to the Tender and Voting Agreement have transferred 53,200 Shares to Bartol Charitable Foundation Inc. (the “Charitable Trust”). In connection with such transfer, the Charitable Trust has executed a joinder to the Tender and Voting Agreement (the “Joinder”), whereby the Charitable Trust agrees to be bound by the terms and conditions of the Tender and Voting Agreement. The foregoing description of the Joinder is not complete and is qualified in its entirety by reference to the full text of the Joinder which is filed with the SEC as an exhibit to this Statement and is incorporated herein by reference.”

Item 12.    Exhibits.

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

“(d)(4) Joinder, dated December 5, 2002, by and among Parent, Purchaser and the Charitable Trust.”

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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 6, 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.*
(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 5, 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.D4

EXHIBIT (d)(4)

JOINDER AGREEMENT

THIS IS A JOINDER AGREEMENT (the “Agreement”), dated as of December 5, 2002, by and among FAC Holding Corporation, a Pennsylvania corporation (“Parent”), FAC Acquisition Corporation (“Subsidiary”), a Pennsylvania Corporation and Bartol Charitable Foundation Inc. (the “Holder”).

WHEREAS, Parent, Subsidiary, M. Blair Maclanes, Katherine Stenson-Lunt, Mary Wolszon, Victoria Vallely (the “Tendering Shareholders”) and the other parties listed on the signature pages thereto entered into a Tender and Voting Agreement, dated as of November 11, 2002 (the “Tender Agreement”).

WHEREAS, the Tendering Shareholders desire to transfer an aggregate of 53,200 shares of their shares of Hunt Corporation’s common shares, par value $.10 per share (the “Shares”), to the Holder with each Tendering Shareholder transferring such number of Shares set forth opposite its name on Schedule 1 attached hereto.

WHEREAS, pursuant to Section 4 of the Tender Agreement, the Tendering Shareholders may not transfer the Shares without the prior written consent of Parent and Subsidiary.

WHEREAS, Parent and Subsidiary will hereby consent to the transfer by the Trusts of the Shares to the Holder on the condition that the Holder enters into this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1.     Agreement to be Bound. The Holder hereby agrees that upon execution of this Agreement, it shall become bound by and a party to the Tender Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Tender Agreement as though an original party thereto and, for the purposes of being bound to the Tender Agreement, shall be deemed a “Stockholder” (as such term is defined in the Tender Agreement) with respect to all Securities (as defined in the Tender Agreement) now owned or hereafter acquired by the Holder.

2.     Successors and Assigns.  This Agreement shall bind and inure to the benefit of and be enforceable by Parent and Subsidiary and their respective successors and assigns.

3.     Counterparts.  This Agreement may be executed in separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement.

4.     Notices.  For purposes of Section 17(f) of the Tender Agreement, all notices, demands and other communications to the Holder shall be directed to Holder’s address as follows: Bartol Charitable Foundation Inc., c/o Richard J. Bove LLM MBA CPA, Suite 400, 1828 Spruce Street, Philadelphia, PA 19103-6603, fax: (215) 732-7859.

5.     Governing Law.  The validity, performance, construction and effect of this Agreement shall be governed by and construed in accordance with the internal law of the Commonwealth of Pennsylvania, without giving effect to principles of conflicts of law.

6.     Descriptive Headings.  The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date set forth below.

BARTOL CHARITABLE FOUNDATION INC.
By:	/s/    RICHARD J. BOVE
	Name: Richard J. Bove     Title: President

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

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

SCHEDULE 1

Name	Shares
Blair MacInnes	28,000
Kate Stenson Lunt	6,000
Mary Wolszon	7,200
Victoria Vallely	12,000
TOTAL	53,200