<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended Commission File
December 1, 1996 No. 1-8044
HUNT MANUFACTURING CO.
(Registrant)
Pennsylvania 21-0481254
- ------------------------------ -----------------------------------
(State of incorporation) (IRS Employer Identification No.)
One Commerce Square
2005 Market Street
Philadelphia, PA 19103-7085
- -------------------------------- -------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215)656-0300
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class: on which registered:
-------------------- -------------------------
Common Shares, par value $.10 per share New York Stock Exchange
Rights to Purchase Series A Junior New York Stock Exchange
Participating Preferred Stock
Securities registered pursuant to Section 12(g) of the Act: None
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
and (2) has been subject to such filing requirements for the past 90 days.
Yes __X__ No _____
The number of shares of the registrant's Common Shares outstanding as of
June 1, 1997 was 11,096,500.
<PAGE>
AMENDMENT TO 1996 FORM 10-K
Pursuant to General Instruction F to Form 10-K and Rule 15d-21 under the
Securities Exchange Act of 1934, Hunt Manufacturing Co.'s Annual Report on Form
10-K for the fiscal year ended December 1, 1996 is hereby amended to include the
attached financial statements described in amended Item 14(a)(1)(B) below
required by Form 11-K with respect to the Hunt Manufacturing Co. Savings Plan
for the Plan's fiscal year ended December 31, 1996. The Savings Plan is subject
to the Employee Retirement Income Security Act of 1974. Item 14 as amended
provides in its entirety as follows:
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K
(a) Documents Filed as a part of the Report
1. Financial Statements:
A. The Company and subsidiaries: Pages
Report of Independent Accountants F-1
Consolidated Statements of
Income for the fiscal years
1996, 1995 and 1994 F-2
Consolidated Balance Sheets,
December 1, 1996 and
December 3, 1995 F-3
Consolidated Statements of
Stockholders' Equity
for the fiscal years 1996, 1995
and 1994 F-4
Consolidated Statements of
Cash Flows for the fiscal years
1996, 1995 and 1994 F-5
Notes to Consolidated Financial F-6-21
Statements
B. The Savings Plan:
Report of Independent Accountants PF-1
-2-
<PAGE>
Pages
Statements of Net Assets Available
for Benefits, with Fund Information
as of December 31, 1996 and 1995 PF-2-3
Statements of Changes in Net Assets
Available for Benefits, with Fund
Information for the years ended
December 31, 1996, 1995 and 1994 PF-4-6
Notes to Financial Statements PF-7-15
2. Financial Statement Schedules:
II. Valuation and Qualifying
Accounts for the fiscal years
1996, 1995 and 1994 F-22
All other schedules not listed above have been omitted,
since they are not applicable or are not required, or
because the required information is included in the
consolidated financial statements or notes thereto.
Individual financial statements of the Company have been
omitted, since the Company is primarily an operating
company and any subsidiary companies included in the
consolidated financial statements are directly or
indirectly wholly-owned and are not indebted to any person,
other than the parent or the consolidated subsidiaries, in
an amount which is material in relation to total
consolidated assets at the date of the latest balance sheet
filed, except indebtedness incurred in the ordinary course
of business which is not overdue and which matures one
year.
3. Exhibits:
(3) Articles of incorporation and bylaws:
(a) Restated Articles of Incorporation, as amended
(composite) (incorp. by ref. to Ex. 4(a) to Reg.
Stmt. No. 33-57105 on Form S-8) (reference also is
made to Exhibit 4(c) below for the Designation of
Powers, Preferences, Rights and Qualifications of
Preferred Stock).
-3-
<PAGE>
(b) By-laws, as amended (incorp. by ref. to Ex. 3(b)
to Form 10-Q for quarter ended May 28, 1995.
(4) Instruments, defining rights of security holders,
including indentures:*
(a) Note Purchase Agreement dated as of August 1, 1996
between the Company and several insurance companies
(incorp. by ref. to Ex. 4.2 to Form 10-Q for quarter
ended September 1, 1996).
(b) Credit Agreement dated December 19, 1995, between
the Company and NationsBank, N.A. (incorp. by ref. to
Ex. 9(b) to the Company's Schedule 13E-4 filed with the
SEC on December 21, 1995 (the "1995 Schedule 13E-4");
(2) Amendment dated as of February 1, 1996 to Credit
Agreement (incorp. by ref. to Ex. (4)(a)(2) to fiscal
1995 Form 10-K); (3) Amendment dated as of February 26,
1996 to Credit Agreement (incorp. by ref. Ex. 4(a)(3)
to fiscal 1995 Form 10-K); and (4) Amendment dated as
of August 1, 1996 to Credit Agreement (incorp. by ref.
to Ex. 4.1 to Form 10-Q for quarter ended September 1,
1996).
(c) Rights Agreement dated as of August 8, 1990
(including as Exhibit A thereto the Designation of
Powers, Preferences, Rights and Qualifications of
Preferred Stock) between the Company and Mellon Bank
(East), N.A. as original Rights Agent (incorp. by ref.
to Exhibit 4.1 to August, 1990 Form 8-K) and Assignment
and Assumption Agreement dated December 2, 1991 with
American Stock Transfer and Trust Company, as successor
Rights Agent (incorp. by ref. to Exhibit 4(d) to fiscal
1991 Form 10-K).
Miscellaneous long-term debt instruments and credit
facility agreements of the Company, under which the
underlying authorized debt is equal to less than 10% of
the total assets of the Company and its subsidiaries on
a consolidated basis, may not be filed as exhibits to
-4-
<PAGE>
this report. The Company agrees to furnish to the
Commission, upon request, copies of any such unfiled
instruments.
(10) Material contracts:
(a) Lease Agreement dated June 1, 1979 and First
Supplemental Lease Agreement dated as of July 31,
1994 between the Iredell County Industrial
Facilities and Pollution Control Financing
Authority and the Company (incorp. by ref. to Ex.
10(a) to fiscal 1994 Form 10-K).
(b) 1978 Stock Option Plan, as amended, of the Company
(incorp. by ref. to Ex. 28(a) to Reg. Stmt. No.
33-25947 on Form S-8).**
(c) 1983 Stock Option and Stock Grant Plan, as
amended, of the Company (incorp. by. ref. to Ex.
10(c) to fiscal 1996 Form 10-K).**
(d) 1993 Stock Option and Stock Grant Plan of the
Company, as amended, (incorp. by ref. to Ex. 10(d)
to fiscal 1996 Form 10-K).**
(e) 1988 Long-Term Incentive Compensation Plan of the
Company (incorp. by ref. to Ex. 10(e) to fiscal
1994 Form 10-K).**
(f) Form of Stock Grant Agreement between the Company
and Messrs. Carney, Chandler, O'Meara, and
Precious (incorp. by ref. to Exhibit 10(f) to
fiscal 1995 Form 10-K).**
(g) 1994 Non-Employee Directors' Stock Option Plan
(incorp. by ref. to Ex. 10(f) to fiscal 1993 Form
10-K).**
(h) (1) Form of Change in Control Agreement between
the Company and various officers of the Company
(incorp. by ref. to Ex. 10(i) to fiscal 1994 Form
10-K) and (2) list of executive officers who are
parties (incorp. by ref. to Exhibit 10(h) to
fiscal 1996 Form 10-K).**
-5-
<PAGE>
(i) Employment-Severance Agreement between the Company
and William E. Chandler (incorp. by ref. to Ex.
10(j) to fiscal 1993 Form 10-K).**
(j) (1) Supplemental Executive Benefits Plan of the
Company, effective January 1, 1995, and (2)
related Amended and Restated Trust Agreement,
effective January 1, 1995 (incorp. by ref. to Ex.
10(j) to fiscal 1996 Form 10-K).**
(k) Employment-Severance arrangements with Robert B.
Fritsch (incorp. by ref. to Exhibit 10(k) to
fiscal 1996 Form 10-K).**
(l) Transition Agreement dated June 13, 1995 between
the Company and Ronald J. Naples (incorp. by ref.
to Ex. 10 to Form 10-Q for quarter ended September
3, 1995).**
(m) Stock Purchase Agreement dated December 19, 1995
between the Company and Mary F. Bartol (incorp. by
ref. to Exhibit 9(c) to the 1995 Schedule 13E-4).
(n) Employment Agreement dated as of April 8, 1996
between the Company and Donald L. Thompson
(incorp. by ref. to Ex. 10 to Form 10-Q for
quarter ended June 2, 1996).**
(11) Statement re: computation of per share earnings
(incorp. by ref. to Ex. 11 to fiscal 1996 Form 10-K).
(21) Subsidiaries (incorp. by ref. to Ex. 21 to fiscal 1993
Form 10-K).
(23) (a) Consent of Coopers & Lybrand L.L.P. to
incorporation by reference, in Registration Statements
Nos. 33-70660, 33-25947, 33-6359, 2-83144, 33-57105 and
33-57103 on Form S-8, of their report on the
consolidated financial statements and schedules
included in this report (incorp. by ref. to Ex. 23 to
fiscal 1996 Form 10-K).
-6-
<PAGE>
(b) Consent of Coopers & Lybrand L.L.P. to
incorporation by reference, in Registration Statement
Nos. 33-6359 and 33-57103 on Form S-8, of their report
on the financial statements related to the Savings Plan
included with this report as amended (filed herewith).
(27) Financial Data Schedule (incorp. by ref. to Ex. 27 to
Fiscal 1996 Form 10-K).
- ------------
* Reference also is made to (i) Articles 5th, 6th, 7th and 8th of the
Company's composite Articles of Incorporation (Ex. 3(a) to this report),
and (ii) to Sections 1, 7 and 8 of the Company's By-laws (Ex. 3 (b) to this
report).
** Indicates a management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the last
quarter of the fiscal year covered by this report.
-----------------------
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
HUNT MANUFACTURING CO.
Dated: June 20, 1997 By: /s/ Donald L. Thompson
---------------------------------------
Donald L. Thompson
Chairman of the Board, President and
Chief Executive Officer
By: /s/ William E. Chandler
---------------------------------------
William E. Chandler
Senior Vice President, Finance
(Principal Financial and
Accounting Officer)
-7-
<PAGE>
[COOPERS & LYBRAND LETTERHEAD]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Administrative Committee of
Hunt Manufacturing Co.:
We have audited the accompanying statements of net assets available for
benefits of Hunt Manufacturing Co. Savings Plan (the Plan) as of December 31,
1996 and 1995, and the related statements of changes in net assets available for
benefits for the years ended December 31, 1996, 1995 and 1994. These financial
statements are the responsibility of the Administrative Committee. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan as
of December 31, 1996 and 1995 and the changes in net assets available for
benefits for the years ended December 31, 1996, 1995 and 1994, in conformity
with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules
(unbound) of Assets Held for Investment Purposes and Reportable Transactions are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The Fund Information in the
statement of net assets available for benefits and the statement of changes in
net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for plan benefits of each fund. The supplemental
schedules and Fund Information have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ COOPERS & LYBRAND L.L.P.
- ------------------------------
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
June 2, 1997
PF-1
<PAGE>
HUNT MANUFACTURING CO.
SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
as of December 31, 1996
<TABLE>
<CAPTION>
Non-
Participant
Participant Directed Directed
--------------------------------------------------------------------------- ------------
Capital
Balanced Preservation Select Ultra Stock Value Participant Stock
ASSETS Fund Trust Fund Fund Fund Fund Fund Loans Fund Total
-------- ------------ ------ ----- ----- ----- ----------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investments at fair value (Note 2):
Shares of registered investment
companies:
Balanced Fund, 140,818 units at
$17.26/unit (cost $2,287,258) $2,430,533 $ 2,430,533
Benham Preservation Fund,
5,555,986 units at $1.00/unit
(cost $5,555,986) $5,555,986 5,555,986
Select Fund, 114,217 units at
$38.53/unit (cost $4,439,341) $4,400,764 4,400,764
Ultra Fund, 229,342 units at
$28.09/unit (cost $5,117,008) $6,442,224 6,442,224
Value Fund, 124,021 units at
$6.59/unit (cost $781,112) $817,295 817,295
Hunt Manufacturing Co.,
198,471 shares at $18.13/share
(cost $3,100,463) $1,289,024 $2,309,316 3,598,340
Participant loans (cost $0) $758,799 758,799
Cash 14 14
Receivables:
Employer's contribution 4,614 8,971 8,668 10,861 2,291 1,814 37,219
Participants' contribution 21,739 43,493 41,517 52,137 10,378 10,051 179,315
Interest 24,687 24,687
--------- --------- --------- --------- --------- -------- -------- ---------- -----------
Total assets 2,456,886 5,633,137 4,450,949 6,505,222 1,301,707 829,160 758,799 2,309,316 24,245,176
LIABILITIES - - - - - - - - -
Net assets available for
benefits $2,456,886 $5,633,137 $4,450,949 $6,505,222 $1,301,707 $829,160 $758,799 $2,309,316 $24,245,176
========== ========== ========== ========== ========== ======== ======== ========== ===========
The accompanying notes are an integral part of the financial statements.
</TABLE>
PF-2
<PAGE>
HUNT MANUFACTURING CO.
SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
as of December 31, 1995
<TABLE>
<CAPTION>
Non-
Participant
Participant Directed Directed
------------------------------------------------------------------------- -----------
Capital
Balanced Preservation Select Ultra Stock Value Participant Stock
ASSETS Fund Trust Fund Fund Fund Fund Fund Loans Fund Total
Investments at fair value (Note 2): -------- ------------ ------ ----- ----- ------- ----------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Shares of registered investment
companies:
Balanced Fund, 133,676 units at
$16.99/unit (cost $2,120,065) $2,271,160 $2,271,160
Bankers Trust Pyramid GIC Fund,
4,758,898 units at $1.00/unit
(cost $4,758,898) $4,758,898 4,758,898
Guaranteed Investment Contracts 19,713 19,713
Select Fund, 93,809 units at
$35.62/unit (cost $3,644,607) $3,341,467 3,341,467
Ultra Fund, 194,575 units at
$26.11/unit (cost $4,001,097) $5,080,348 5,080,348
Value Fund, 37,893 units at
$5.90/unit (cost $226,784) $223,572 223,572
Hunt Manufacturing Co., 186,913
shares at $17.375/share
(cost $2,878,173) $1,166,539 $2,081,269 3,247,808
Participant loans (cost $0) $618,103 618,103
Cash 73 73
Receivables:
Employer's contribution 4,871 9,571 8,360 10,029 2,518 654 36,003
Participants' contribution 23,480 47,195 40,659 51,689 11,661 3,815 178,499
Interest 21,110 21,110
---------- ---------- ---------- ---------- ---------- -------- -------- --------- ----------
Total assets 2,299,511 4,856,487 3,390,486 5,142,066 1,180,791 228,041 618,103 2,081,269 19,796,754
LIABILITIES - - - - - - - - -
Net assets available for
benefits $2,299,511 $4,856,487 $3,390,486 $5,142,066 $1,180,791 $228,041 $618,103 $2,081,269 $19,796,754
========== ========== ========== ========== ========== ======== ======== ========== ===========
The accompanying notes are an integral part of the financial statements.
</TABLE>
PF-3
<PAGE>
HUNT MANUFACTURING CO.
SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
for the year ended December 31, 1996
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------------
Capital
Balanced Preservation Select Ultra Stock
Fund Trust Fund Fund Fund Fund
ADDITIONS -------- ------------ --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Investment income:
Net appreciation in fair
value of assets $ 38,417 $ 259,550 $ 425,387 $ 102,310
Dividends 243,264 414,217 365,455 27,573
Interest $293,843
Contributions:
Participants' 288,073 610,051 527,514 722,649 168,883
Employer's 55,277 112,245 102,183 127,966 29,106
---------- --------- ---------- ---------- ----------
Total additions 625,031 1,016,139 1,303,464 1,641,457 327,872
---------- --------- ---------- ---------- ----------
DEDUCTIONS
Deductions from net assets
attributed to:
Benefits paid to participants (154,442) (333,615) (227,279) (339,940) (76,545)
Management fees (1,448) (3,707) (2,253) (1,376) (120)
---------- --------- ---------- ---------- ----------
Total deductions (155,890) (337,322) (229,532) (341,316) (76,665)
---------- --------- ---------- ---------- ----------
Net increase prior to
interfund transfers 469,141 678,817 1,073,932 1,300,141 251,207
Interfund transfers (311,766) 97,833 (13,469) 63,015 (130,291)
---------- --------- ---------- ---------- ----------
Net increase 157,375 776,650 1,060,463 1,363,156 120,916
Net assets available for benefits:
Beginning of year 2,299,511 4,856,487 3,390,486 5,142,066 1,180,791
---------- --------- ---------- ---------- ----------
End of year $2,456,886 $5,633,137 $4,450,949 $6,505,222 $1,301,707
========== ========== ========== ========== ==========
</TABLE>
<PAGE>
[RESTUBED TABLE]
HUNT MANUFACTURING CO.
SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
for the year ended December 31, 1996
<TABLE>
<CAPTION>
Non-
Participant
Participant Directed Directed
----------------------------------------- ----------
Value Participant Stock
Fund Loans Fund Total
ADDITIONS -------- ----------- --------- -----
<S> <C> <C> <C> <C>
Additions to net assets
attributed to:
Investment income:
Net appreciation in fair
value of assets $ 44,423 $ 100,806 $ 970,893
Dividends 77,595 47,202 1,175,306
Interest $ 60,452 354,295
Contributions:
Participants' 109,017 2,426,187
Employer's 14,432 358,272 799,481
-------- -------- ---------- -----------
Total additions 245,467 60,452 506,280 5,726,162
-------- -------- ---------- -----------
DEDUCTIONS
Deductions from net assets
attributed to:
Benefits paid to participants (16,852) (21,126) (98,927) (1,268,726)
Management fees (110) (9,014)
-------- -------- ---------- -----------
Total deductions (16,962) (21,126) (98,927) (1,277,740)
-------- -------- ---------- -----------
Net increase prior to
interfund transfers 228,505 39,326 407,353 4,448,422
Interfund transfers 372,614 101,370 (179,306) -
-------- -------- ---------- -----------
Net increase 601,119 140,696 228,047 4,448,422
Net assets available for benefits
Beginning of year 228,041 618,103 2,081,269 19,796,754
-------- -------- ---------- -----------
End of year $829,160 $758,799 $2,309,316 $24,245,176
======== ======== ========== ===========
The accompanying notes are an integral part of the financial statements.
</TABLE>
PF-4
<PAGE>
HUNT MANUFACTURING CO.
SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
for the year ended December 31, 1995
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------------------------
Capital
Balanced Preservation Select Ultra Stock
Fund Trust Fund Fund Fund Fund
ADDITIONS --------- ------------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Investment income:
Net appreciation (depreciation)
in fair value of assets $ 196,236 $ 173,997 $1,056,051 $ 339,024
Dividends 192,784 410,693 237,926 36,130
Interest $ 219,697
Contributions:
Participants' 293,193 563,568 498,744 627,236 204,376
Employer's 56,260 108,456 96,930 110,024 35,944
----------- ----------- ---------- ---------- ---------
Total additions 738,473 891,721 1,180,364 2,031,237 615,474
----------- ----------- ---------- ---------- ---------
DEDUCTIONS
Deductions from net assets
attributed to:
Benefits paid to participants (200,865) (314,596) (133,686) (192,718) (122,525)
Management fees (2,340) (6,012) (2,722) (1,243) (239)
----------- ----------- ---------- ---------- ---------
Total deductions (203,205) (320,608) (136,408) (193,961) (122,764)
----------- ----------- ---------- ---------- ---------
Net increase prior to
interfund transfers 535,268 571,113 1,043,956 1,837,276 492,710
Interfund transfers (91,751) 257,696 (195,149) (39,545) (670,482)
----------- ----------- ---------- ---------- ---------
Net increase (decrease) 443,517 828,809 848,807 1,797,731 (177,772)
Net assets available for benefits:
Beginning of year 1,855,994 4,027,678 2,541,679 3,344,335 1,358,563
----------- ----------- ---------- ---------- ---------
End of year $2,299,511 $4,856,487 $3,390,486 $5,142,066 $1,180,791
=========== =========== ========== ========== ==========
</TABLE>
<PAGE>
[Restubed Table]
HUNT MANUFACTURING CO.
SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
for the year ended December 31, 1995
<TABLE>
<CAPTION>
Non-
Participant
Participant Directed Directed
--------------------------------------------- ----------
Value Participant Stock
ADDITIONS Fund Loans Fund Total
---- ----- ---- -----
<S> <C> <C> <C> <C>
Additions to net assets
attributed to:
Investment income:
Net appreciation (depreciation
in fair value of assets $ (2,829) $ 465,047 $ 2,227,526
Dividends 19,480 45,045 942,058
Interest $30,520 250,217
Contributions:
Participants' 14,818 2,201,935
Employer's 2,360 324,742 734,716
-------- -------- ---------- -----------
Total additions 33,829 30,520 834,834 6,356,452
-------- -------- ---------- -----------
DEDUCTIONS
Deductions from net assets
attributed to:
Benefits paid to participants (9,955) (94,092) (1,068,437)
Management fees (109) (12,665)
-------- -------- ---------- -----------
Total deductions (109) (9,955) (94,092) (1,081,102)
-------- -------- ---------- -----------
Net increase prior to
interfund transfers 33,720 20,565 740,742 5,275,350
Interfund transfers 194,321 584,481 (39,571)
-------- -------- ---------- -----------
Net increase (decrease) 228,041 605,046 701,171 5,275,350
Net assets available for benefits
Beginning of year 13,057 1,380,098 14,521,404
-------- -------- ---------- -----------
End of year $228,041 $618,103 $2,081,269 $19,796,754
======== ======== ========== ===========
The accompanying notes are an integral part of the financial statements.
</TABLE>
PF-5
<PAGE>
HUNT MANUFACTURING CO.
SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
for the year ended December 31, 1994
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------------------
Capital
Balanced Preservation Select Ultra
Fund Trust Fund Fund Fund
ADDITIONS ------------ ------------ ----------- ----------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Dividends $ 81,007 $ 217,365 $ 102,719
Interest $ 298,043
Contributions:
Participants' 309,396 514,637 492,066 619,828
Employer's 59,081 103,808 97,485 115,132
----------- ----------- ---------- ----------
Total additions 449,484 916,488 806,916 837,679
----------- ----------- ---------- ----------
DEDUCTIONS
Deductions from net assets attributed to:
Benefits paid to participants (84,315) (286,395) (149,565) (152,833)
Net depreciation in fair value of investments (79,401) (427,401) (210,578)
----------- ----------- ---------- ----------
Total deductions (163,716) (286,395) (576,966) (363,411)
----------- ----------- ---------- ----------
Net increase prior to interfund transfers 285,768 630,093 229,950 474,268
Interfund transfers (265,718) 183,269 (101,655) (893)
----------- ----------- ---------- ----------
Net increase 20,050 813,362 128,295 473,375
Net assets available for benefits:
Beginning of year 1,835,944 3,214,316 2,413,384 2,870,960
----------- ----------- ---------- ----------
End of year $ 1,855,994 $ 4,027,678 $ 2,541,679 $ 3,344,335
=========== =========== =========== ==========
</TABLE>
<PAGE>
[Restubed Table]
HUNT MANUFACTURING CO.
SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
for the year ended December 31, 1994
<TABLE>
<CAPTION>
Non-
Participant
Participant Directed Directed
------------------------------------------- ------------
Stock Participant Stock
Fund Loans Fund Total
ADDITIONS -------- ---------------- --------- -----
Additions to net assets attributed to:
Investment income:
<S> <C> <C> <C> <C>
Dividends $ 29,828 $ 35,079 $ 465,998
Interest $748 298,791
Contributions:
Participants' 213,602 2,149,529
Employer's 37,003 309,064 721,573
--------- ---------- ----------- -----------
Total additions 280,433 748 344,143 3,635,891
--------- ---------- ----------- -----------
DEDUCTIONS
Deductions from net assets attributed to:
Benefits paid to participants (73,642) (51,751) (798,501)
Net depreciation in fair value of investments (181,118) (240,210) (1,138,708)
--------- ---------- ----------- -----------
Total deductions (254,760) (291,961) (1,937,209)
--------- ---------- ----------- -----------
Net increase prior to interfund transfers 25,673 748 52,182 1,698,682
Interfund transfers 178,207 6,790
--------- ---------- ----------- -----------
Net increase 203,880 7,538 52,182 1,698,682
Net assets available for benefits:
Beginning of year 1,154,683 5,519 1,327,916 12,822,722
--------- ---------- ----------- -----------
End of year $ 1,358,563 $ 13,057 $ 1,380,098 $14,521,404
========== ========== =========== ===========
The accompanying notes are an integral part of the financial statements.
</TABLE>
PF-6
<PAGE>
HUNT MANUFACTURING CO.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
-------
1. Description of Plan:
-------------------
The following description of the Hunt Manufacturing Co. Savings Plan (the
Plan) provides only general information. Participants should refer to the
Plan agreement for a more complete description of the Plan's provisions.
General:
--------
The Plan is a defined contribution plan which provides individual
accounts for each participant. The Plan is designed to comply with the
requirements of the Employee Retirement Income Security Act of 1974, as
amended (ERISA) and with the requirements of Sections 401(a) and 401(k)
of the Internal Revenue Code of 1986, as amended (Code).
Eligibility and Participation:
------------------------------
Generally, all active associates (i. e. employees including officers) of
Hunt Manufacturing Co. (the Company) and of any other participating
company are eligible to participate in the Plan upon meeting the
applicable service requirements. Leased employees, non-resident aliens,
persons classified as independent contractors, and associates who are
covered by a collective bargaining agreement to which the Company or any
participating company is a party (unless the collective bargaining
agreement specifically or otherwise provides) are not eligible to
participate in the Plan. Associates who work in full-time, temporary
positions as part of an undergraduate or graduate degree program, college
students enrolled in a degree program or high school graduates
matriculating in a degree program who assume temporary employment with a
participating company during the summer months, and associates who are
hired for a specific length of time of no more than 18 consecutive months
are eligible to participate in the Plan, but only if such associates
complete a minimum of 1,000 hours of service during the plan year.
Eligible associates who have completed at least one year of service, as
of any January 1, April 1, July 1, or October 1 are eligible to
participate in the Associate Pre-Tax Contribution and Matching
Contribution portions of the Plan (Seal bargaining unit employees are
eligible to participate on the January 1, April 1, July 1, or October 1
nearest the date on which they complete a year of service.) Effective
January 1, 1995, certain officers, former officers and directors became
ineligible for matching contributions. Eligible associates (other than
Seal bargaining unit employees) who have completed at least two
consecutive years of service, as of any December 1, are eligible for
participation in the Basic Contribution portion of the Plan provided such
eligible associate is employed by a participating company on December 1
of the plan year for which the Basic Contribution is being made.
Continued
PF-7
<PAGE>
1. Description of Plan, continued:
-------------------
Contributions:
--------------
Contributions to the Plan are made by the Company and other participating
companies on their own behalf, and in the case of Associate Pre-Tax
Contributions, on behalf of the participants whose salaries have been
reduced. Subject to the limitations of the Plan and the Code,
participants may authorize the Company and other participating companies
to withhold each year up to 15% (10% for Seal bargaining unit employees)
of their annual pre-tax compensation (i. e., compensation excluding
taxable employee benefits of any kind but including Associate Pre-Tax
Contributions and participant salary reduction contributions to a
cafeteria plan under Section 125 of the Code) for Associate Pre-Tax
Contributions to the Plan but not to exceed a Code limit adjusted
annually for inflation ($9,500 for 1996 and $9,240 for 1995 and 1994).
The Company and other participating companies, in turn, will make
Matching Contributions on behalf of participants equal to $.25 for each
$1.00 of Associate Pre-Tax Contributions up to 6% of the participant's
pre-tax compensation for each year subject to the limitations of the Plan
and the Code. (Matching Contributions will be made on behalf of Seal
bargaining unit employees equal to $.50 for each $1.00 of Associate
Pre-Tax Contributions to the extent such Associate Pre-Tax Contributions
do not exceed 3% of the participant's pre-tax compensation for each year,
subject to the limitations of the Plan and the Code.)
The Company and other participating companies also may make an annual
Basic Contribution of up to 1% of the base rate of pay (90% of the base
rate of pay plus prior year incentive compensation of salesmen, 100% of
the base rate for other associates) on behalf of eligible associates
whether or not such associates make contributions to the Plan. (Basic
Contributions are not available to employees of Seal Products
Incorporated in the Naugatuck, Connecticut Bargaining Unit.) The
associate's base rate of pay is the associate's annual compensation
determined as of June 1 of any plan year, excluding overtime, bonuses,
cash awards and stock awards under the Company's Long-Term Incentive
Plan, and taxable employee benefits of any kind but including Associate
Pre-Tax Contributions and participant salary reduction contributions to a
cafeteria plan under Section 125 of the Code. In no event may the annual
compensation of any participant taken into account under the Plan exceed
a Code limit adjusted annually for inflation ($150,000 for 1994, 1995 and
1996). Such Basic Contributions can only be invested in the Stock Fund
and are not transferable to other funds. In order to receive a Basic
Contribution for a given plan year, a participant must be employed by a
participating company on December 1 of such plan year.
Associate Pre-Tax Contributions are contributed to the Plan no later than
the 15th day of the month following the month in which such amounts would
otherwise have been payable in cash, and Matching Contributions and Basic
Contributions are contributed to the Plan no later than the due date,
including any extensions, for the filing of the Company's federal tax
return for the taxable
Continued
PF-8
<PAGE>
1. Description of Plan, continued:
-------------------
Contributions, continued:
-------------
year which includes the last day of the plan year for which such
contributions are being made. Participants may also make rollover
contributions to the Plan of qualifying distributions from other
qualified plans.
Vesting:
--------
A participant's Associate Pre-Tax Contributions (and the earnings, less
any losses, thereon) and Basic Contributions (and the earnings, less any
losses, thereon) are always 100% vested and nonforfeitable.
If, while in the service of the Company or any other participating
company, a participant attains age 65, becomes permanently and totally
disabled, or dies, the full value of the Matching Contributions (and the
earnings, less any losses, thereon) allocated to such participant's
accounts becomes vested in the participant (or in such participant's
successor in the event of death) and is nonforfeitable. Prior to the
occurrence of such an event, the value of the Matching Contributions (and
the earnings, less any losses, thereon) will vest in a participant, based
on such participant's years of service for vesting (years in which a
participant completes 1,000 or more hours of service commencing with the
date of hire, or in the case of Seal bargaining unit employees, the
calendar year), as indicated in the following table:
Less than 1 year 0%
1 year 20%
2 years 40%
3 years 60%
4 years 80%
5 years or more 100%
If a participant terminates employment for reasons other than death,
total disability or retirement at or after age 65, and if the participant
is not fully vested and the present value of his or her vested account
balance does not exceed $3,500, or if it does exceed $3,500, his or her
vested account balance is distributed to such separated participant at
his or her request, the participant forfeits the nonvested balance in his
or her account upon distribution of his or her entire vested account
balance. In such case, if the participant is re-employed, he or she may
repay the amount distributed to him or her before he or she incurs five
consecutive one-year breaks in service, and his or her account will be
restored. If the terminated participant's vested account balance exceeds
$3,500 and such participant does not consent to the immediate
distribution of his or her vested account balance, the participant
forfeits the nonvested balance upon his or her incurring five consecutive
one-year breaks in service.
Continued
PF-9
<PAGE>
1. Description of Plan, continued:
-------------------
Withdrawals and Distributions:
------------------------------
Distributions are made according to the vested interest to which
participants are entitled upon retirement, termination, death or
disability. The participant's vested interest will be distributed in one
lump sum payment, in cash, unless the participant elects to receive that
portion invested in the Stock Fund in whole shares of common stock or in
any combination of stock and cash. A participant may also withdraw any
portion of his or her vested account balances after he or she attains age
59-1/2, subject to certain administrative restrictions. Otherwise,
withdrawals before termination of employment are allowed only in cases of
hardship as determined in accordance with the terms of the Plan.
Disposition of Forfeitures:
---------------------------
Forfeitures of Matching Contributions resulting from the termination of
participants with less than fully vested rights under the Plan shall be
applied to reduce Employer's Contributions to the Plan. At December 31,
1996 and 1995, there was $9,674 and $4,571, respectively, of unallocated
forfeitures.
Plan Amendment and Termination:
-------------------------------
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan. In the event of Plan termination, the net assets of
the Plan will be distributed to Plan participants and beneficiaries in
proportion to their respective account balances which will be fully
vested as a result of such termination. The Company may also amend the
Plan at any time, subject to certain restrictions.
2. Summary of Significant Accounting Policies:
------------------------------------------
Basis of Accounting
-------------------
The accompanying financial statements are prepared on the accrual method
of accounting.
Investment Valuation:
---------------------
The common stock of Hunt Manufacturing Co. is stated at fair value, which
represents the closing price of the stock as listed on the New York Stock
Exchange on the last trading day of the plan year. Investments in the
American Century Investors, Inc., Balanced, Benham Preservation, Select,
Ultra and Value Funds are stated at the unit value published as of the
end of the Plan year. As of December 31, 1995 and 1994, the Capital
Preservation Trust Fund included Guaranteed Investment Contracts which
are stated at cost plus accrued interest. Based on available information
at December 31, 1995 and 1994, the Company believes that the fair value
of the Guaranteed Investment Contracts is not significantly different
from cost plus accrued interest.
Continued
PF-10
<PAGE>
2. Summary of Significant Accounting Policies, continued:
------------------------------------------
Investment Income:
------------------
Dividend income is recorded on the ex-dividend date. Income from other
investments is recorded as earned on the accrual basis.
Purchases and sales of securities are reflected on a trade-date basis.
Gain or loss on sales of securities is based on average cost.
The Plan presents in the statements of changes in net assets available
for benefits the net appreciation (depreciation) in the fair market value
of its investments which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
Plan Expenses:
--------------
Management fees were paid by the Plan for the years ended December 31,
1996 and 1995. Brokerage fees relating to purchases within the Stock Fund
are paid from the account of the participant to which such purchases
relate. All additional administrative fees are paid by the Company.
Administrative expenses of the Plan and brokerage fees relating to
purchases within the Stock Fund were paid by the Company for the year
ended December 31, 1994.
Payment of Benefits:
--------------------
Benefits are recorded when paid.
Use of Estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make significant
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from
those estimates.
Risks and Uncertainties
-----------------------
The Plan provides for various investment options in any combination of
stocks, bonds, fixed income securities, mutual funds, and other
investment securities. Investment securities are exposed to various
risks, such as interest rate, market and credit. Due to the level of risk
associated with certain investment securities and the level of
uncertainty related to changes in the value of investment securities, it
is at least reasonably possible that changes in risks in the near term
would materially affect participants' account balances and the amounts
reported in the statement of net assets available for benefits and the
statement of changes in net assets available for benefits.
Continued
PF-11
<PAGE>
3. Investment Program:
------------------
Contributions to the Plan are invested, as directed by the participants
(except for Basic Contributions which are invested in the Non-Participant
Directed Stock Fund), in the following funds as described below:
(1) Balanced Fund - a fund that uses common stocks and fixed income
securities to provide growth opportunities as well as income. The Fund
has approximately 60% of its assets in growth stocks and the remainder
in fixed income securities. The fixed income portion of the fund is
invested in a diversified portfolio of investment-grade bonds with an
average weighted portfolio maturity of three to ten years.
(2) Capital Preservation Trust Fund - is a fixed income fund made up of
two different parts. The first part consists of individual Guaranteed
Investment Contracts (GIC's) previously purchased by the Plan. As of
December 31, 1996, all of the previously purchased individual GIC's
have matured and the entire balance in this fund consists of
investments in the Benham Preservation Fund. The Benham Preservation
Fund invests primarily in guaranteed investment contracts issued by
major financial institutions including banks and life insurance
companies.
The Capital Preservation Trust Fund is a conservative fixed income fund
in which principal is protected from market volatility. By investing in
the Benham Preservation Fund, the Capital Preservation Trust Fund
attempts to provide yields that are higher than money market funds and
certificates of deposit, as well as to provide a relatively predictable
annual return. The annual interest rates are as follows:
Net Effective
Time of Deposit Annual Interest Rate
--------------- --------------------
Funds deposited during 1996 Principally 6.02%
through 1997
Funds deposited during 1995 Principally 6.02% to 8.05%
through 1996
Funds deposited during 1994 Principally
7.31% to 9.10%
through 1995
(3) Select Fund - a fund that invests only in stocks that pay dividends.
Securities are chosen primarily for their growth potential, however,
and return from investment income may not be significant.
Continued
PF-12
<PAGE>
3. Investment Program, continued:
------------------
(4) Ultra Fund - a fund that seeks capital growth over time by investing
in companies with accelerating growth trends.
(5) Value Fund - a fund that seeks long-term capital growth by investing
in securities of well established companies that are believed to be
undervalued at the time of purchase.
(6) Stock Fund - a fund consisting of common stock of Hunt Manufacturing
Co. purchased in the open market, or directly from the Company. (This
fund is not available to certain officers or directors, except with
respect to Basic Contributions.)
There were 1,922 and 1,771 Plan participants at December 31, 1996 and
1995, respectively, who participated in one or more of the investment
funds. At December 31, 1996 and 1995, the number of participants
selecting each of the investment funds for their contributions was as
follows:
1996 1995
---- ----
Stock Fund 1,353 1,267
Select Fund 690 672
Ultra Fund 686 559
Capital Preservation Trust Fund 662 666
Balanced Fund 423 431
Value Fund 95 26
4. Participant Loans:
-----------------
Participants may borrow from their fund accounts a minimum of $1,000 and
up to a maximum equal to the lesser of $50,000 or 50 percent of their
vested account balance. Loan transactions are treated as a transfer to
(from) the investment fund from (to) the Participant Loans Fund.
The period of repayment may not exceed five years (except in the case of
a loan to a Seal bargaining unit employee for the purpose of acquiring a
principal residence). Loans are required to be repaid through payroll
deductions in equal periodic installments of principal and interest.
Loans are required to be collateralized by an assignment of a portion of
the participant's interest in his or her account equal to the principal
amount of the loan, and supported by the participant's collateralized
promissory note. The interest rate on a loan is one percentage point
above the prime rate as published in The Wall Street Journal on the first
business day of the month in which the loan is made. Participant loans
mature from January 23, 1997 to December 20, 2001 and bear interest at
9.25% to 10.75% at December 31, 1996.
Continued
PF-13
<PAGE>
5. Reconciliation of Financial Statements to Form 5500:
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500 for the years ended December 31,
1996 and 1995:
1996 1995
Net assets available for benefits per the
financial statements $24,245,176 $19,796,754
Amounts allocated to withdrawing
participants (312,164) (275,823)
---------- -----------
Net assets available for benefits per the
Form 5500 $23,933,012 $19,520,931
=========== ===========
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500 for the years ended December 31, 1996 and
1995:
1996 1995
Benefits paid to participants per the
financial statements $1,268,726 $1,068,437
Add: Amounts allocated to withdrawing
participants at end of year 312,164 275,823
Less: Amounts allocated to withdrawing
participants at beginning of year (275,823) (20,035)
---------- ----------
Benefits paid to participants per the
Form 5500 $1,305,067 $1,324,225
========== ==========
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31 but not yet paid as of that date.
6. Tax Status:
----------
The Internal Revenue Service has determined and informed the Company by a
letter dated October 27, 1995, that the Plan and related trust are designed
in accordance with applicable sections of the Internal Revenue Code (IRC).
The Plan was subsequently amended effective January 1, 1995. The Plan
administrator and the Plan's tax counsel believe that the Plan is designed
and is currently being operated in compliance with the applicable
requirements of the IRC. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
Continued
PF-14
<PAGE>
7. Guaranteed Investment Contracts:
-------------------------------
The cost and fair value of Guaranteed Investment Contracts held by the Plan
at December 31, 1996 and 1995 are as follows:
1996 1995
---------------- -----------------
Fair Fair
Cost Value Cost Value
---- ----- ---- -----
New England Mutual
Life Insurance Co.
Guaranteed
Investment $ -- $ -- $19,713 $19,713
Contracts ------- ------- ------- -------
$ -- $ -- $19,713 $19,713
======= ======= ======= =======
8. Related Party Transactions:
--------------------------
American Century Investors, Inc. is the recordkeeper and manager of the
Plan's investments and as such, is a party-in-interest of the Plan.
The Plan is interpreted, administered, and operated by an Administrative
Committee comprised entirely of executives of the Company.
Continued
PF-15
<PAGE>
Exhibit 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by references in the Hunt Manufacturing Co. 1996
Savings Plan Forms S-8 Registration Statements (Registration Nos. 33-6359 and
33-57103) of our report dated June 2, 1997 on our audits of the financial
statements of the Hunt Manufacturing Co. Savings Plan as of December 31, 1996
and 1995 and for the years ended December 31, 1996, 1995, and 1994 which report
is included in this Form 10-K/A which is Amendment No. 1 to Hunt Manufacturing
Co.'s 1996 Annual Report on Form 10-K.
/s/ COOPERS & LYBRAND L.L.P.
- ----------------------------
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
June 20, 1997
