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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) -
December 19, 1995
HUNT MANUFACTURING CO.
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(Exact name of registrant as specified in its charter)
Pennsylvania 1-8044 21-0481254
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Commerce Square
2005 Market Street
Philadelphia, Pennsylvania 19103-7085
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code - (215) 656-0300
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Item 2. Acquisition or Disposition of Assets and
Item 5. Other Events
As previously reported, on December 19, 1995, Hunt Manufacturing
Co. (the "Company") purchased from Mary F. Bartol an aggregate of 2,150,165 of
the Company's common shares (the "MFB Shares") constituting approximately 13% of
the shares then outstanding, for a cash purchase price of $16.32 per share, an
aggregate of $35,090,692 (the "MFB Purchase"). Approximately $35 million of the
funds for the MFB Purchase were borrowed by the Company from NationsBank, N.A.
pursuant to the $45 million term loan component of a $130 million new credit
facility (the "New Credit Facility") dated December 19, 1995 between the Company
and NationsBank.
Mrs. Bartol is the widow of George E. Bartol III, the late
Chairman of the Board of the Company, the mother-in-law of Gordon A. MacInnes,
the current Chairman of the Board, and the mother of Victoria B. Vallely,
another director of the Company. The per share purchase price of $16.32 paid by
the Company for the MFB Shares was determined by negotiation between
representatives of the Company and Mrs. Bartol and is less (by an aggregate of
approximately $1,462,000 for all the MFB Shares) than the $17 per share being
offered by the Company to its public shareholders in the Company's tender offer
to purchase up to 3,230,000 shares which commenced December 21, 1995 (the
"Offer"). The MFB Purchase was considered and unanimously approved by a Special
Committee (consisting entirely of seven outside directors not related to Mrs.
Bartol) of the Board of Directors of the Company. The Board also received a
written opinion from Alex. Brown & Sons, Incorporated to the effect that, based
upon the procedures followed, factors considered and assumptions made by Alex.
Brown as set forth in the opinion, the MFB Purchase was fair to the Company and
its shareholders other than Mrs. Bartol.
(For further information concerning the MFB Purchase and the
Offer, reference is made to the Company's Schedule 13E-4 and exhibits thereto
filed with the Securities and Exchange Commission on December 21, 1995 (the
"Schedule 13E-4"))
Item 7. Financial Statements and Exhibits
(b) Pro forma financial information.
Section 9 of the Offer to Purchase filed as Exhibit(a)(1)
to the Schedule 13E-4 (which includes pro forma financial
information giving effect to the MFB Purchase and Assuming
the purchase by the Company of 3,230,000 of its shares at
$17 per share pursuant to the Offer) is incorporated
herein by reference (see Exhibit 99 in subsection (c)
below).
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(c) Exhibits.
(2) Stock Purchase Agreement, dated December 19, 1995, by
and between the Company and Mary F. Bartol
(incorporated by reference to Exhibit (c) to the
Schedule 13E-4).
(4) Credit Agreement, dated December 19, 1995, by and
between the Company and NationsBank, N.A.
(incorporated by reference to Exhibit (b) to the
Schedule 13E-4).
(99) Section 9 of the Offer to Purchase filed as Exhibit
(a)(1) to the Schedule 13E-4 (see subsection (b)
above).
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.
Date: January 2, 1996
HUNT MANUFACTURING CO.
By: ---------------------------------
William E. Chandler
Senior Vice President, Finance
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EXHIBIT INDEX
Exhibit No. Title
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(99) Section 9 of the Offer to Purchase filed as
Exhibit (a)(1) to the Schedule 13E-4.
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(Exhibit 99)
9. CERTAIN INFORMATION CONCERNING THE COMPANY
The Company is a worldwide manufacturer and distributor of office products
(such as manual and electric pencil sharpeners, paper punches, trimmers and
shredders; office furniture and various desk top accessories), art/craft
products (such as commercial and fine art papers, various types of knives and
blades, and printmaking and calligraphy products) and presentation and
display products (such as foam board, various types of adhesive products and
an array of mounting and laminating equipment) for the business, education
and consumer markets. The Company has manufacturing facilities in Alabama,
Connecticut, Kentucky, North Carolina, Wisconsin and England and distribution
facilities in Canada, Germany and Hong Kong.
The Company's principal office is located at One Commerce Square, 2005
Market Street, Philadelphia, Pennsylvania, 19103.
Summary Historical Financial Information. The summary unaudited financial
information for the years ended November 27, 1994 and November 28, 1993 set
forth below has been derived from, and should be read in conjunction with,
the audited financial statements (including the related notes thereto)
included in the Company's Annual Report on Form 10-K for the year ended
November 27, 1994 (the "Form 10-K"). The summary financial information for
the nine month periods ended September 3, 1995 and August 28, 1994, has been
derived from, and should be read in conjunction with, the unaudited financial
statements for such periods included in the Company's Quarterly Report on
Form 10-Q for the period ended September 3, 1995 (the "Form 10-Q"). Such
summary financial information is qualified in its entirety by reference to
such reports and all financial statements and related notes contained
therein. The Form 10-K and the Form 10-Q are available for examination, and
copies are obtainable, in the manner set forth below in this Section 9 under
"Additional Information."
The financial information for the nine month periods ended September 3,
1995 and August 28, 1994 has not been audited, but in the opinion of
management contains all adjustments (consisting only of normal recurring
accruals) necessary for a fair presentation of such information. Results for
the nine month periods are not necessarily indicative of results for the full
year.
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The Company does not expect to be in a position to release its final
audited fiscal year 1995 financial results until January 16, 1996. However,
the Company expects its earnings per share for 1995 to range from $.91 to
$.96 (excluding provision for organizational changes and relocation and
consolidation of operations, the earnings per share range would be $1.13 to
$1.18).
HUNT MANUFACTURING CO.
SUMMARY HISTORICAL FINANCIAL INFORMATION
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND RATIO AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED YEAR ENDED
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SEPTEMBER 3, AUGUST 28, NOVEMBER 27, NOVEMBER 28,
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1995 1994 1994 1993
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(40 WEEKS) (39 WEEKS)
<S> <C> <C> <C> <C>
Income Statement(a):
Net sales ............................. $231,713 $209,338 $288,203 $256,150
Income from operations ................ 14,850 18,668 27,366 24,561
Income before taxes and cumulative
effect of accounting change .......... 15,195 18,082 27,081 24,038
Income before cumulative effect of
accounting charge .................... 9,937 11,482 17,197 14,928
Net income(b) ......................... $ 9,937 $ 12,277 $ 17,992 $ 14,928
Balance Sheet (at end of period)(a):
Working capital ....................... $ 65,930 $ 59,040 $ 64,603 $ 47,128
Total assets less excess of acquisition
cost over net assets acquired ........ 161,507 151,253 156,167 139,263
Total long-term debt .................. 4,574 4,856 4,562 6,161
Shareholders' equity .................. $132,279 $124,347 $129,234 $116,267
Per Share Data (a)(c):
Net income per common share before
cumulative effect of accounting change $ 0.62 $ 0.71 $ 1.07 $ 0.93
Net income per common share ........... 0.62 0.76 1.12 0.93
Net income per share on a fully diluted
basis ................................ 0.62 0.75 1.10 0.92
Book value per share .................. $ 8.26 $ 7.72 $ 8.03 $ 7.22
Ratio of earnings to fixed charges .... 14.59 14.98 17.86 14.40
</TABLE>
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(a) For the first nine months of fiscal 1995, a pre-tax provision aggregating
$3.7 million was recorded relating to the Company's decision to relocate
and consolidate certain manufacturing and distribution operations and to
costs incurred in connection with organizational changes (approximately
$2.4 million or $.15 per share after income taxes).
(b) In the first quarter of fiscal 1994, the Company adopted the provisions
of Statement of Financial Accounting (SFAS) No. 109 "Accounting for
Income Taxes." The adoption of SFAS No. 109 has been recognized as the
effect of a change in accounting principle and increased net income in
the nine months ended August 28, 1994 and in the fiscal year ended
November 27, 1994 by $.8 million, or $.05 per share.
(c) Average number of Common Shares outstanding during the nine month periods
ended September 3, 1995 and August 28, 1994 was 16,009,000 and
16,104,000, respectively, and during the years ended November 27, 1994
and November 28, 1993 was 16,102,000 and 16,107,000, respectively.
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Summary Pro Forma Financial Information (Unaudited). The following
unaudited pro forma financial information sets forth the pro forma effects on
the historical financial results of the Company of the consummation of the
MFB Purchase and the Offer and the borrowings and anticipated refinancing of
certain debt to be effected by the Company in connection therewith (see
Section 10 herein), assuming 3,230,000 Shares are purchased in the Offer for
$17 per Share, net to the seller in cash, for an aggregate cost to the
Company of approximately $56,410,000, including estimated related fees and
expenses of approximately $1,500,000.
The summary pro forma balance sheet data as of September 3, 1995 and
November 27, 1994 assume that the repurchase of Shares by the Company
pursuant to the MFB Purchase and the Offer and related financings had
occurred as of the respective balance sheet dates. The summary pro forma
income statement data for the nine month period ended September 3, 1995 and
the year ended November 27, 1994 assume that the repurchase of Shares by the
Company pursuant to the MFB Purchase and the Offer and related financings had
occurred as of November 28, 1994 and November 29, 1993, respectively. See the
footnotes to the Summary Pro Forma Financial Information below in this
Section 9.
The estimated financial effects of the repurchase of Shares by the Company
pursuant to the MFB Purchase and the Offer and related financings presented
in the pro forma financial information are not necessarily indicative of
either the Company's financial position or the results of its operations
which would have been obtained had the Offer or the MFB Purchase actually
occurred on the dates specified above, nor are they necessarily indicative of
the results of the Company's future operations. The pro forma financial
information should be read in conjunction with the historical financial
statements and related notes of the Company set forth above, and in the Form
10-K and the Form 10-Q referred to above, in this Section 9.
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HUNT MANUFACTURING CO.
SUMMARY PRO FORMA FINANCIAL INFORMATION
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND RATIO AMOUNTS)
<TABLE>
<CAPTION>
Nine Months Ended Year Ended
September 3, 1995 November 27, 1994
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As Pro Forma Pro Forma As Pro Forma Pro Forma
Reported Adjustments As Adjusted Reported Adjustments As Adjusted
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<S> <C> <C> <C> <C> <C> <C>
Income Statement:
Net sales ......................... $231,713 $231,713 $288,203 $288,203
Income from operations ............ 14,850 14,850 27,366 27,366
Income before income taxes and
cumulative effect of accounting
change ........................... 15,195 (4,729)(a) 10,466 27,081 (6,305)(a) 20,776
Income before cumulative effect of
accounting change ................ 9,937 (3,050)(b) 6,887 17,197 (4,004)(b) 13,193
Net income ........................ $ 9,937 (3,050)(b) $ 6,887 $ 17,992 (4,004)(b) $ 13,988
Balance Sheet (at end of period):
Working capital ................... $ 65,930 (6,676)(c) $ 59,254 $ 64,603 (6,676)(c) $ 57,927
Total assets less excess of
acquisition costs over net assets
acquired ......................... 161,507 (620)(c) 160,887 156,167 (620)(c) 155,547
Total long-term debt .............. 4,574 90,000 (c) 94,574 4,562 90,000 (c) 94,562
Shareholders' equity .............. $132,279 (90,620)(c) $ 41,659 $129,234 (90,620)(c) $ 38,614
Per Share (d):
Net income per common share before
cumulative effect of accounting
change ........................... $ 0.62 $ 0.64 $ 1.07 $ 1.21
Net income per share .............. 0.62 0.64 1.12 1.28
Net income per share on a fully
diluted basis .................... 0.62 0.63 1.10 1.26
Book value per share .............. $ 8.26 $ 3.86 $ 8.03 $ 3.54
Ratio of earnings to fixed charges: 14.59 2.76 17.86 3.59
</TABLE>
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(a) Net increases in interest expense relating to the utilized portion of the
$130 million New Credit Facility described in Section 10 herein and to
the retirement of pre-existing bank credit facilities. The interest rates
assumed for the Revolving Credit Facility and Term Loan under the New
Credit Facility are 6.5% and 6.65%, respectively. Also includes
amortization of fees incurred in connection with the placement of the New
Credit Facility and administrative fees associated therewith.
(b) Adjustment described in note (a) above, net of corresponding tax effects.
(c) Reflects the purchase of the 2,150,165 MFB Shares and 3,230,000 Shares
pursuant to the Offer and related borrowings under the New Credit
Facility referred to in notes (a) and (b) above.
(d) All per share information has been adjusted to reflect the adjustments
described in notes (a) through (c) above. Pro forma average number of
shares of Common Stock outstanding during the nine months ended September
3, 1995 and the year ended November 27, 1994 was 10,898,000 and
10,805,000, respectively.
Certain Additional Matters. Earlier this year, Ronald J. Naples stepped
down as Chairman and Chief Executive Officer of the Company. He was succeeded
as Chairman of the Board by Gordon A. MacInnes, and Robert B. Fritsch, the
Company's President and Chief Operating Officer, was elevated to Chief
Executive Officer. The Company currently is engaged in a search for a new
Chief Executive Officer, and Mr. Fritsch has agreed to defer his previously
planned retirement from the Company for a reasonable period of time until a
new Chief Executive Officer has been hired. Mr. Fritsch presently intends to
retire during the current fiscal year.
Additional Information. The Company is subject to the informational
reporting requirements of the Exchange Act and in accordance therewith the
Company files reports, proxy statements and other information with the
Securities and Exchange Commission (the "SEC"), relating to its business,
financial condition and other matters. The Company is required to disclose in
such proxy statements and reports certain information, as of particular
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dates, concerning the Company's directors and officers, their remuneration,
stock options granted to them, the principal owners of the Company's securities
and any material interest of such persons in transactions with the Company. The
Company has also filed an Issuer Tender Offer Statement on Schedule 13E-4 with
the SEC which includes certain additional information relating to the Offer. The
reports, proxy statements and other information, including the Schedule 13E-4,
filed by the Company with the SEC can be inspected and copied at the public
reference facilities maintained by the SEC at Judiciary Plaza, Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of the
SEC at Seven World Trade Center, 13th Floor, New York, New York 10048 and
Citicorp Center, 500 West Madison Street (Suite 1400), Chicago, Illinois 60661.
Copies of such material also can be obtained at prescribed rates from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549.
