Registration No. 33-46543
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BLOUNT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
63-0780521
(I.R.S. Employer Identification)
4520 Executive Park Drive, Montgomery, Alabama 36116-1602
(334) 244-4000
(Address of Principal Executive Offices)
D. Joseph McInnes
Blount International, Inc.
4520 Executive Park Drive
Montgomery, Alabama 36116-1602
(334) 244-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copies to:
L. Daniel Morris, Jr., Esq.
Blount, Inc.
4520 Executive Park Drive
Montgomery, Alabama 36116-1602
(334) 244-4341
John K. Molen, Esq.
Bradley, Arant, Rose & White
2001 Park Place, Suite 1400
Birmingham, Alabama 35203-2736
(205) 521-8238
Approximate date of commencement of proposed sale of the
securities to the public: From time to time as determined
pursuant to the dividend reinvestment plan of the registrant,
after the effective date of this registration statement. If the
only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check
the following box. [x]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
please check the following box. [ ]<PAGE>
PROSPECTUS SUPPLEMENT TO
PROSPECTUS DATED APRIL 6, 1992
BLOUNT INTERNATIONAL, INC.
SHAREHOLDER DIVIDEND REINVESTMENT PL
POST-EFFECTIVE AMENDMENT NO. 1
SUPPLEMENTAL INFORMATION
BLOUNT INTERNATIONAL, INC., A DELAWARE CORPORATION ("PARENT"), AS
A SUCCESSOR REGISTRANT TO BLOUNT, INC., A DELAWARE CORPORATION
("BLOUNT"), HEREBY EXPRESSLY ADOPTS THE REGISTRATION STATEMENT OF
BLOUNT ON FORM S-3 FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON MARCH 16, 1992 WITH RESPECT TO THE SHAREHOLDER
DIVIDEND REINVESTMENT PLAN.
This supplemental information statement amends, and should be
read in connection with, the Prospectus dated April 6, 1992 (the
"Original Prospectus") pertaining to the Shareholder Dividend
Reinvestment Plan, as such plan has been assumed by Parent (the
"Plan"). The Original Prospectus, together with this
supplemental information statement, is sometimes referred to
herein as the "Prospectus."
On November 3, 1995, as a result of the merger of HBC Transaction
Subsidiary, Inc., a Delaware corporation and a wholly-owned
subsidiary of Parent (the "Subsidiary"), with and into Blount,
Blount became a wholly-owned subsidiary of Parent (the "Merger").
In connection with the Merger, among other things, (i) each
outstanding share of the Class A Common Stock, par value $1.00
per share, of Blount (the "Class A Common Stock"), was converted
into 1.5 shares of the Class A Common Stock, par value $.01 per
share, of Parent (the "Parent Class A Common Stock"), (ii) each
outstanding share of the Class B Common Stock, par value $1.00
per share, of Blount (the "Class B Common Stock"), was converted
into 1.5 shares of the Class B Common Stock, par value $.01 per
share, of Parent (the "Parent Class B Common Stock"), (iii) the
Parent Class A Common Stock and the Parent Class B Common Stock
were listed for trading on the New York Stock Exchange, Inc., and
(iv) the Parent assumed the Plan.
As a result of the Merger, this supplemental information
statement is necessary to make the following technical amendments
to the Original Prospectus: (i) each reference to the "Company"
in the Original Prospectus is hereby amended to be a reference to
the "Parent" as such term is defined herein; (ii) each reference
to "Class A Common Stock" is hereby amended to be a reference to
the "Parent Class A Common Stock" as such term is defined herein;
(iii) each reference to "Class B Common Stock" is hereby amended
to be a reference to the "Parent Class B Common Stock" as such
term is defined herein; (iv) each reference to the "American
Stock Exchange, Inc." is hereby amended to be a reference to the
"New York Stock Exchange, Inc.;" and (v) the number of shares of
Parent Class A Common Stock available for issuance under the Plan
shall be adjusted to reflect the three-for-two exchange ratio of
Class A Common Stock effected in connection with the Merger.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated herein by reference and
made a part hereof:
(1) The Annual Report on Form 10-K of Blount for the year
ended February 28, 1995.
(2) The Quarterly Reports of Blount on Form 10-Q for the
quarterly periods ended May 31, 1995, August 31, 1995 and
November 30, 1995.
(3) The description of the capital stock of Parent
contained in the Parent's Registration Statement on Form S-4
(Registration No. 33-63141), together with the consolidated
financial statements of Parent and its subsidiaries as of the
last day of February 1995 and 1994, and for each of the three
years in the period ended February 28, 1995 contained therein.
(4) The Quarterly Reports of the Parent on Form 10-Q for
the quarterly periods ended August 31, 1995 and November 30,
1995.
(5) The Registration Statement of Parent on Form 8-A,
relating to the shares of the Parent Class A Common Stock and the
shares of the Parent Class B Common Stock (Commission File No.
1-11549).
All documents filed by Parent pursuant to Sections 13, 14 or
15(d) of the Securities Exchange Act of 1934 after the date of
the Prospectus and prior to the termination of the offering of
the Parent Class A Common Stock offered hereby shall be deemed to
be incorporated by reference in the Prospectus and to be a part
hereof from the date of filing of such documents (such documents,
and the documents listed above, being hereinafter referred to as
"Incorporated Documents"). Any statement contained in an
Incorporated Document shall be deemed to be modified or
superseded for purposes of the Prospectus to the extent that a
statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of the
Prospectus.
AVAILABLE INFORMATION
Parent is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in
accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference
facilities maintained by the Commission at Judiciary Plaza, Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices at Seven World Trade Center, Suite
1300, New York, New York 10048 and Northwestern Atrium Center,
Suite 1400, 500 West Madison Street, Chicago, Illinois 60661.
Copies of such material can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates.
Parent, as a successor registrant of Blount, has adopted the
Registration Statement on Form S-3 (herein, together with all
amendments thereto, called the "Registration Statement") with the
Commission under the Securities Act of 1933 (the "Securities
Act"), with respect to the shares of Parent Class A Common Stock
offered hereby. This Prospectus does not contain all of the
information and undertakings set forth in the Registration
Statement and the exhibits and schedules thereto. For further
information with respect to Parent and the shares of Parent Class
A Common Stock, reference is made to the Registration Statement
and the exhibits and schedules thereto. The Registration
Statement and the exhibits and schedules thereto may be inspected
at the Commission's office at 450 Fifth Street, N.W., Washington,
D.C. 20549, and copies thereof may be obtained from the Public
Reference Section of the Commission at such address at prescribed
rates.
The Parent Class A Common Stock and the Parent Class B Common
Stock are listed on the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005, where reports, proxy and
information statements and other information concerning the
Parent can be inspected.
LEGAL OPINION
Certain legal matters in connection with Parent Class A Common
Stock being offered hereby will be passed upon by Bradley, Arant,
Rose & White, 2001 Park Place, Suite 1400, Birmingham, Alabama,
counsel for Parent. Bradley, Arant, Rose & White has been
routinely engaged to perform legal services by the Parent, and
the family that controls Parent, since the formation of Parent.
EXPERTS
The consolidated financial statements and consolidated financial
statement schedules of Parent and its subsidiaries as of the last
day of February 1995 and 1994, and for each of the three years in
the period ended February 28, 1995, incorporated by reference in
this Prospectus have been so incorporated in reliance on the
report of Coopers & Lybrand L.L.P., independent public
accountants, given upon the authority of said firm as experts in
accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Indemnification of Directors and Officers.
As permitted by Section 102(b)(7) of the General Corporation Law
of the State of Delaware (the "DGCL"), the Restated Articles of
Incorporation of the Registrant provide that a director of the
Registrant shall not be personally liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or knowing violation of law,
(iii) under Section 174 of the DGCL, or (iv) for any transaction
from which the director derived an improper personal benefit. If
the DGCL is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then
the Restated Articles of Incorporation of the Registrant require
that the liability of a director of the Registrant must be
eliminated or limited to the fullest extent permitted by the
DGCL, as so amended. Further, any repeal or modification of this
provision of the Restated Articles of Incorporation of the
Registrant by the stockholders of the Registrant shall not
adversely affect any right or protection of a director of the
Registrant existing at the time of such repeal or modification.
In accordance with Section 145 of the DGCL, the By-Laws of the
Registrant provide that the Registrant shall indemnify, and in
connection with such indemnification may advance expenses to, any
person who is or was a director, officer, employee or agent of
the Registrant, and any person who is or was serving at the
request of the Registrant as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust
or other enterprise, to the fullest extent permitted by law,
including without limitation the DGCL. If the amount, extent, or
quality of indemnification permitted by law should be in any way
restricted after the adoption of the By-Laws of the Registrant,
then the By-Laws require that the Registrant indemnify such
persons to the fullest extent permitted by law as or in effect at
the time of the occurrence of the omission or the act giving rise
to the claimed liability with respect to which indemnification is
sought. The indemnification and advancement of expenses pursuant
to the By-Laws shall be in addition to, and not exclusive of, any
other right that the person seeking indemnification may have
under such By-Laws, the Restated Certificate of Incorporation of
the Registrant, any separate contract or agreement or applicable
law.
Section 145 further provides that to the extent a director or
officer of a corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding
referred to in subsections (a) and (b) of Section 145 or in the
defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred in connection therewith; that
indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may
be entitled; and that indemnification provided for by Section 145
shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of such person's
heirs, executors and administrators.
Pursuant to the Plan and Agreement of Merger, dated August 17,
1995 (the "Merger Agreement"), among the Registrant, a
corporation controlled by Winton M. Blount and his children (such
persons, together with the spouse of Winton M. Blount, being
referred to together herein as the "Blount Family"), HBC
Transaction Subsidiary, Inc., a Delaware corporation and a
wholly-owned subsidiary of Parent (the "Subsidiary"), and Blount,
Inc., a Delaware corporation (the "Surviving Corporation"), the
Registrant is required to, and is required to cause the Surviving
Corporation to, jointly and severally indemnify, defend and hold
harmless the present and former officers and directors of the
Registrant, including members of the Blount Family (collectively,
the "Indemnified Parties") against all losses, expenses
(including attorneys' fees), claims, damages, costs, liabilities
or judgments or amounts that are paid in settlement with the
approval of the Registrant (which approval shall not be
unreasonably withheld) arising out of actions or omissions
occurring at or prior to the Effective Time of Merger (as defined
in the Merger Agreement) or required under the DGCL (and shall
also pay expenses in advance of the final disposition of any
claim to each Indemnified Party) to the fullest extent permitted,
under the terms and conditions provided by, the DGCL. Parent is
also required to use its best efforts to arrange to have the
Indemnified Parties named as insureds under, or otherwise covered
by, the officers and directors liability insurance policy of the
Surviving Corporation which will be continued by the Registrant
following the Effective Time of the Merger (as long as any such
policy shall be in force), provided that such action shall not
involve unreasonable cost to the Registrant.
In addition, the By-Laws of the Registrant permit the Registrant
to purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Registrant,
or any person who is or was serving at the request of the
Registrant as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other
enterprises, against any liability asserted against such person
and incurred by such person in any such capacity, or arising out
of such person's status as such, whether or not the Registrant
would have the power to indemnify such person against such
liability under applicable law. Policies of insurance are
maintained by the Registrant under which the directors and
officers of the Registrant are insured, within the limits and
subject to the limitations of the policies, against certain
expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities which might be imposed as a
result of such actions, suits or proceedings, to which they are a
parties by reason of being or having been such directors or
officers.
<PAGE>
Item 15. Exhibits and Financial Statement Schedules.
(a) Exhibits
The following exhibits are filed as part of this Post-Effective
Amendment No. 1 to Registration Statement:
5(a) Opinion of Bradley, Arant, Rose & White as to the
legality of the securities being registered.
23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of Bradley, Arant, Rose & White (contained in
exhibit 5(a)).
24(a) Powers of Attorney of certain directors and officers.
Item 16. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment
to this registration statement.
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1993;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar value
of securities offered would not exceed that
which was registered) and any deviation from
the low or high end of the estimated maximum
offering range may be reflected in the form
of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than 20 percent change in
the maximum aggregate offering price set
forth in the "Calculation of Registration
Fee" table in the effective registration
statement;
(iii) To include any material information with
respect to the plan or distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration
statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a
new registration statement relating to the
securities offered therein, and the offering of
such securities at that time shall be deemed to be
the initial bona fide offering thereof;
(3) To remove from registration by means of a
post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes
that, for purposes of determining any
liability under the Securities Act of 1933,
each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee
benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in
the registration statement shall be deemed to
be a new registration statement relating to
the securities offered therein, and the
offering of such securities at that time
shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may
be permitted to directors, officers and
controlling persons of the Registrant
pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised
that in the opinion of the Securities and
Exchange Commission such indemnification is
against public policy as expressed in the Act
and is, therefore, unenforceable. In the
event that a claim for indemnification
against such liabilities (other than the
payment by the Registrant of expenses
incurred or paid by a director, officer or
controlling person of the Registrant in the
successful defense of any action, suit or
proceeding) is asserted by such director,
officer or controlling person in connection
with the securities being registered, the
Registrant will, unless in the opinion of its
counsel the matter has been settled by
controlling precedent, submit to a court of
appropriate jurisdiction the question whether
such indemnification by it is against public
policy as expressed in the Act and will be
governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-3 and has
duly caused this post-effective amendment no. 1 to registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Montgomery, State of
Alabama, on March 11, 1996.
BLOUNT INTERNATIONAL, INC.
By: /s/ Harold E. Layman
Harold E. Layman
Senior Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
* Winton M. Blount Chairman of the Board March 11, 1996
Winton M. Blount and Director
/s/ John M. Panettiere President, Chief Executive March 11, 1996
John M. Panettiere Officer and Director
/s/ Harold E. Layman Senior Vice President and March 11, 1996
Harold E. Layman Chief Financial Officer
/s/ Rodney W. Blankenship Controller (Principal March 11, 1996
Rodney W. Blankenship Accounting Officer)
* W. Houston Blount Director March 11, 1996
W. Houston Blount
* R. Eugene Cartledge Director March 11, 1996
R. Eugene Cartledge
* C. Todd Conover Director March 11, 1996
C. Todd Conover
*H. Corbin Day Director March 11, 1996
H. Corbin Day
* Herbert J. Dickson Director March 11, 1996
Herbert J. Dickson
* Emory M. Folmar Director March 11, 1996
Emory M. Folmar
* Alfred M. Gleason Director March 11, 1996
Alfred M. Gleason
* Mary D. Nelson Director March 11, 1996
Mary D. Nelson
* Arthur P. Ronan Director March 11, 1996
Arthur P. Ronan
* Joab L. Thomas Director March 11, 1996
Joab L. Thomas
*By /s/ L. Daniel Morris, Jr. March 11, 1996
L. Daniel Morris, Jr.
Attorney in Fact
<PAGE>
Exhibit 5(a)
March 11, 1996
Blount International, Inc.
4520 Executive Park Drive
Montgomery, Alabama 36116-1602
Re: Shareholder Dividend Reinvestment Plan
Ladies and Gentlemen:
In our capacity as counsel for Blount International, Inc., a
Delaware corporation ("Parent"), we have examined Post-Effective
Amendment No. 1 to the Registration Statement on Form S-3 (the
"Registration Statement") in form as proposed to be filed by
Parent with the Securities and Exchange Commission (the
"Commission") pursuant to the provisions of the Securities Act of
1933, as amended, relating to the issuance of shares of the Class
A Common Stock, par value $.01 per share, of Parent (the "Parent
Class A Common Stock"), pursuant to the terms of the Shareholder
Dividend Reinvestment Plan, as the same has been assumed by
Parent (the "Plan"), pursuant to which Plan 62,983 shares of
Parent Class A Common Stock remain to be issued pursuant to the
Plan. In this connection, we have examined such records,
documents and proceedings as we have deemed relevant and
necessary as a basis for the opinions expressed herein.
Upon the basis of the foregoing, we are of the opinion that the
62,983 shares of the Parent Class A Common Stock referred to
above remaining to be issued under the Registration Statement, to
the extent actually issued pursuant to the Plan, will have been
duly and validly authorized and issued and will be fully paid and
nonassessable shares of the Parent Class A Common Stock.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. In
addition, we hereby consent to the inclusion of the statements
made in reference to this firm under the caption "LEGAL OPINION"
in the Registration Statement.
Yours very truly,
/s/ Bradley, Arant, Rose & White
<PAGE>
Exhibit 23(a)
We consent to the inclusion in this registration statement on
Form S-3 (File No. 33-465-43) of our reports dated June 30, 1995,
on our audits of the financial statements and financial statement
schedules of Blount International, Inc. We also consent to the
reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
Atlanta, Georgia
March 11, 1996
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director of Blount International, Inc. (the
"Company") hereby makes, constitutes and appoints D. Joseph
McInnes and L. Daniel Morris, Jr., and each of them, the true and
lawful attorney-in-fact and agent to the undersigned to: (1)
execute in the name and on behalf of the Company and the
undersigned amendments to Registration Statement No. 2-82053
relating to the sale of Class A Common Stock of the Company
pursuant to the Blount Shareholder Dividend Reinvestment Plan
(the "Dividend Reinvestment Plan"); (2) execute any and all other
documents, papers and/or forms reasonably necessary to the
registration and/or listing of shares of the Class A Common Stock
of the Company pursuant to the Dividend Reinvestment Plan; and
(3) perform all other acts which, in the discretion of D. Joseph
McInnes and/or L. Daniel Morris, Jr., may be deemed reasonably
necessary or appropriate to carry out and accomplish the
registration of shares of Class A Common Stock of the Company
pursuant to the Dividend Reinvestment Plan.
Dated as of this 15th day of February 1996.
/s/ Winton M. Blount
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director of Blount International, Inc. (the
"Company") hereby makes, constitutes and appoints D. Joseph
McInnes and L. Daniel Morris, Jr., and each of them, the true and
lawful attorney-in-fact and agent to the undersigned to: (1)
execute in the name and on behalf of the Company and the
undersigned amendments to Registration Statement No. 2-82053
relating to the sale of Class A Common Stock of the Company
pursuant to the Blount Shareholder Dividend Reinvestment Plan
(the "Dividend Reinvestment Plan"); (2) execute any and all other
documents, papers and/or forms reasonably necessary to the
registration and/or listing of shares of the Class A Common Stock
of the Company pursuant to the Dividend Reinvestment Plan; and
(3) perform all other acts which, in the discretion of D. Joseph
McInnes and/or L. Daniel Morris, Jr., may be deemed reasonably
necessary or appropriate to carry out and accomplish the
registration of shares of Class A Common Stock of the Company
pursuant to the Dividend Reinvestment Plan.
Dated as of this 21st day of February 1996.
/s/ W. Houston Blount
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director of Blount International, Inc. (the
"Company") hereby makes, constitutes and appoints D. Joseph
McInnes and L. Daniel Morris, Jr., and each of them, the true and
lawful attorney-in-fact and agent to the undersigned to: (1)
execute in the name and on behalf of the Company and the
undersigned amendments to Registration Statement No. 2-82053
relating to the sale of Class A Common Stock of the Company
pursuant to the Blount Shareholder Dividend Reinvestment Plan
(the "Dividend Reinvestment Plan"); (2) execute any and all other
documents, papers and/or forms reasonably necessary to the
registration and/or listing of shares of the Class A Common Stock
of the Company pursuant to the Dividend Reinvestment Plan; and
(3) perform all other acts which, in the discretion of D. Joseph
McInnes and/or L. Daniel Morris, Jr., may be deemed reasonably
necessary or appropriate to carry out and accomplish the
registration of shares of Class A Common Stock of the Company
pursuant to the Dividend Reinvestment Plan.
Dated as of this 12th day of February 1996.
/s/ R. Eugene Cartledge
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director of Blount International, Inc. (the
"Company") hereby makes, constitutes and appoints D. Joseph
McInnes and L. Daniel Morris, Jr., and each of them, the true and
lawful attorney-in-fact and agent to the undersigned to: (1)
execute in the name and on behalf of the Company and the
undersigned amendments to Registration Statement No. 2-82053
relating to the sale of Class A Common Stock of the Company
pursuant to the Blount Shareholder Dividend Reinvestment Plan
(the "Dividend Reinvestment Plan"); (2) execute any and all other
documents, papers and/or forms reasonably necessary to the
registration and/or listing of shares of the Class A Common Stock
of the Company pursuant to the Dividend Reinvestment Plan; and
(3) perform all other acts which, in the discretion of D. Joseph
McInnes and/or L. Daniel Morris, Jr., may be deemed reasonably
necessary or appropriate to carry out and accomplish the
registration of shares of Class A Common Stock of the Company
pursuant to the Dividend Reinvestment Plan.
Dated as of this 15th day of February 1996.
/s/ C. Todd Conover
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director of Blount International, Inc. (the
"Company") hereby makes, constitutes and appoints D. Joseph
McInnes and L. Daniel Morris, Jr., and each of them, the true and
lawful attorney-in-fact and agent to the undersigned to: (1)
execute in the name and on behalf of the Company and the
undersigned amendments to Registration Statement No. 2-82053
relating to the sale of Class A Common Stock of the Company
pursuant to the Blount Shareholder Dividend Reinvestment Plan
(the "Dividend Reinvestment Plan"); (2) execute any and all other
documents, papers and/or forms reasonably necessary to the
registration and/or listing of shares of the Class A Common Stock
of the Company pursuant to the Dividend Reinvestment Plan; and
(3) perform all other acts which, in the discretion of D. Joseph
McInnes and/or L. Daniel Morris, Jr., may be deemed reasonably
necessary or appropriate to carry out and accomplish the
registration of shares of Class A Common Stock of the Company
pursuant to the Dividend Reinvestment Plan.
Dated as of this 12th day of February 1996.
/s/ H. Corbin Day
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director of Blount International, Inc. (the
"Company") hereby makes, constitutes and appoints D. Joseph
McInnes and L. Daniel Morris, Jr., and each of them, the true and
lawful attorney-in-fact and agent to the undersigned to: (1)
execute in the name and on behalf of the Company and the
undersigned amendments to Registration Statement No. 2-82053
relating to the sale of Class A Common Stock of the Company
pursuant to the Blount Shareholder Dividend Reinvestment Plan
(the "Dividend Reinvestment Plan"); (2) execute any and all other
documents, papers and/or forms reasonably necessary to the
registration and/or listing of shares of the Class A Common Stock
of the Company pursuant to the Dividend Reinvestment Plan; and
(3) perform all other acts which, in the discretion of D. Joseph
McInnes and/or L. Daniel Morris, Jr., may be deemed reasonably
necessary or appropriate to carry out and accomplish the
registration of shares of Class A Common Stock of the Company
pursuant to the Dividend Reinvestment Plan.
Dated as of this 12th day of February 1996.
/s/ Herbert J. Dickson
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director of Blount International, Inc. (the
"Company") hereby makes, constitutes and appoints D. Joseph
McInnes and L. Daniel Morris, Jr., and each of them, the true and
lawful attorney-in-fact and agent to the undersigned to: (1)
execute in the name and on behalf of the Company and the
undersigned amendments to Registration Statement No. 2-82053
relating to the sale of Class A Common Stock of the Company
pursuant to the Blount Shareholder Dividend Reinvestment Plan
(the "Dividend Reinvestment Plan"); (2) execute any and all other
documents, papers and/or forms reasonably necessary to the
registration and/or listing of shares of the Class A Common Stock
of the Company pursuant to the Dividend Reinvestment Plan; and
(3) perform all other acts which, in the discretion of D. Joseph
McInnes and/or L. Daniel Morris, Jr., may be deemed reasonably
necessary or appropriate to carry out and accomplish the
registration of shares of Class A Common Stock of the Company
pursuant to the Dividend Reinvestment Plan.
Dated as of this 12th day of February 1996.
/s/ Emory M. Folmar
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director of Blount International, Inc. (the
"Company") hereby makes, constitutes and appoints D. Joseph
McInnes and L. Daniel Morris, Jr., and each of them, the true and
lawful attorney-in-fact and agent to the undersigned to: (1)
execute in the name and on behalf of the Company and the
undersigned amendments to Registration Statement No. 2-82053
relating to the sale of Class A Common Stock of the Company
pursuant to the Blount Shareholder Dividend Reinvestment Plan
(the "Dividend Reinvestment Plan"); (2) execute any and all other
documents, papers and/or forms reasonably necessary to the
registration and/or listing of shares of the Class A Common Stock
of the Company pursuant to the Dividend Reinvestment Plan; and
(3) perform all other acts which, in the discretion of D. Joseph
McInnes and/or L. Daniel Morris, Jr., may be deemed reasonably
necessary or appropriate to carry out and accomplish the
registration of shares of Class A Common Stock of the Company
pursuant to the Dividend Reinvestment Plan.
Dated as of this 26th day of February 1996.
/s/ Alfred M. Gleason
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director of Blount International, Inc. (the
"Company") hereby makes, constitutes and appoints D. Joseph
McInnes and L. Daniel Morris, Jr., and each of them, the true and
lawful attorney-in-fact and agent to the undersigned to: (1)
execute in the name and on behalf of the Company and the
undersigned amendments to Registration Statement No. 2-82053
relating to the sale of Class A Common Stock of the Company
pursuant to the Blount Shareholder Dividend Reinvestment Plan
(the "Dividend Reinvestment Plan"); (2) execute any and all other
documents, papers and/or forms reasonably necessary to the
registration and/or listing of shares of the Class A Common Stock
of the Company pursuant to the Dividend Reinvestment Plan; and
(3) perform all other acts which, in the discretion of D. Joseph
McInnes and/or L. Daniel Morris, Jr., may be deemed reasonably
necessary or appropriate to carry out and accomplish the
registration of shares of Class A Common Stock of the Company
pursuant to the Dividend Reinvestment Plan.
Dated as of this 12th day of February 1996.
/s/ Mary D. Nelson
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director of Blount International, Inc. (the
"Company") hereby makes, constitutes and appoints D. Joseph
McInnes and L. Daniel Morris, Jr., and each of them, the true and
lawful attorney-in-fact and agent to the undersigned to: (1)
execute in the name and on behalf of the Company and the
undersigned amendments to Registration Statement No. 2-82053
relating to the sale of Class A Common Stock of the Company
pursuant to the Blount Shareholder Dividend Reinvestment Plan
(the "Dividend Reinvestment Plan"); (2) execute any and all other
documents, papers and/or forms reasonably necessary to the
registration and/or listing of shares of the Class A Common Stock
of the Company pursuant to the Dividend Reinvestment Plan; and
(3) perform all other acts which, in the discretion of D. Joseph
McInnes and/or L. Daniel Morris, Jr., may be deemed reasonably
necessary or appropriate to carry out and accomplish the
registration of shares of Class A Common Stock of the Company
pursuant to the Dividend Reinvestment Plan.
Dated as of this 12th day of February 1996.
/s/ Arthur P. Ronan
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director of Blount International, Inc. (the
"Company") hereby makes, constitutes and appoints D. Joseph
McInnes and L. Daniel Morris, Jr., and each of them, the true and
lawful attorney-in-fact and agent to the undersigned to: (1)
execute in the name and on behalf of the Company and the
undersigned amendments to Registration Statement No. 2-82053
relating to the sale of Class A Common Stock of the Company
pursuant to the Blount Shareholder Dividend Reinvestment Plan
(the "Dividend Reinvestment Plan"); (2) execute any and all other
documents, papers and/or forms reasonably necessary to the
registration and/or listing of shares of the Class A Common Stock
of the Company pursuant to the Dividend Reinvestment Plan; and
(3) perform all other acts which, in the discretion of D. Joseph
McInnes and/or L. Daniel Morris, Jr., may be deemed reasonably
necessary or appropriate to carry out and accomplish the
registration of shares of Class A Common Stock of the Company
pursuant to the Dividend Reinvestment Plan.
Dated as of this 12th day of February 1996.
/s/ Joab L. Thomas
