<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
November 30, 1997 No. 1-8044
HUNT CORPORATION
(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 (Zip Code)
offices)
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, 1998 was 11,286,000.
<PAGE>
AMENDMENT TO 1997 FORM 10-K
Pursuant to General Instruction F to Form 10-K and Rule 15d-21
under the Securities Exchange Act of 1934, Hunt Corporation's Annual Report on
Form 10-K for the fiscal year ended November 30, 1997 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 Corporation Savings Plan
for the Plan's fiscal year ended December 31, 1997. 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
1997, 1996 and 1995 F-2
Consolidated Balance Sheets,
November 30, 1997 and
December 1, 1996 F-3
Consolidated Statements of
Stockholders' Equity
for the fiscal years 1997, 1996
and 1995 F-4
Consolidated Statements of
Cash Flows for the fiscal years
1997, 1996 and 1995 F-5
Notes to Consolidated Financial F-6-27
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, 1997 and 1996 PF-2-3
Statements of Changes in Net Assets
Available for Benefits, with Fund
Information for the years ended
December 31, 1997, 1996 and 1995 PF-4-6
Notes to Financial Statements PF-7-15
2. Financial Statement Schedules:
II. Valuation and Qualifying
Accounts for the fiscal years
1997, 1996 and 1995 F-28
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 in one year.
3. Exhibits:
---------
(2) Plans of acquisition and disposition:
(a) Share Purchase Agreement dated as of March 28, 1997
by and among Seal Products Subsidiary, Inc. and the
various shareholders of Sallmetall B. V. (incorp. by
ref. to Ex. 2 to Form 8-K as of March 28, 1997).
(b) Asset Purchase Agreement dated October 6, 1997 by and
among HON Industries, Inc., AHC, Inc., the Company,
and Bevis Custom Furniture, Inc. (incorp. by ref. to
Ex. 2 to Form 8-K as of November 13, 1997).
-3-
<PAGE>
(3) Articles of incorporation and bylaws:
(a) Restated Articles of Incorporation, as amended
(composite) (incorp. by ref. to Ex. 3(a) to fiscal
1997 Form 10-K) (reference also is made to Exhibit
4(c) below for the Designation of Powers,
Preferences, Rights and Qualifications of Preferred
Stock).
(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).
-4-
<PAGE>
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 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) 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).**
(c) 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).**
(d) 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).**
(e) 1994 Non-Employee Directors' Stock Option Plan
(incorp. by ref. to Ex. 10(f) to fiscal 1993 Form
10-K).**
(f) 1997 Non-Employee Director Compensation Plan (incorp.
by ref. to Ex. 10(f) to fiscal 1997 Form 10-K).**
(g) (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>
(h) Employment-Severance Agreement between the Company
and William E. Chandler (incorp. by ref. to Ex. 10(j)
to fiscal 1993 Form 10-K).**
(i) (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).**
(j) Employment-Severance arrangements with Robert B.
Fritsch (incorp. by ref. to Exhibit 10(k) to fiscal
1996 Form 10-K).**
(k) 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 1997 Form 10-K).
(21) Subsidiaries (incorp. by ref. to Ex. 21 to fiscal 1997
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 1997 Form 10-K).
(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 1997 Form 10-K).
-6-
<PAGE>
------------
* 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
During the fourth quarter of 1997, the Company filed a Report
on Form 8-K with the Securities and Exchange Commission, reporting the Company's
sale of its Bevis office furniture business.
------------
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 CORPORATION
Dated: June 30, 1998 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 Officer)
-7-
<PAGE>
Report of Independent Accountants
To the Administrative Committee of
Hunt Corporation:
We have audited the accompanying statements of net assets available for benefits
of Hunt Corporation Savings Plan (the "Plan") as of December 31, 1997 and 1996,
and the related statements of changes in net assets available for benefits for
the years ended December 31, 1997, 1996 and 1995. 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, 1997 and 1996, and the changes in net assets available for benefits
for the years ended December 31, 1997, 1996 and 1995, 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 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.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
June 18, 1998
PF-1
<PAGE>
HUNT CORPORATION
SAVINGS PLAN
Statement of Net Assets Available for Benefits, With Fund Information,
as of December 31, 1997
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------
Capital
Balanced Preservation Select Ultra Stock
ASSETS Fund Trust Fund Fund Fund Fund
-------- ------------ ------ ----- -----
<S> <C> <C> <C> <C> <C>
Investment, at fair value (Note 2):
Shares of registered investment companies:
Balanced Fund, 153,903 units at $18.140/unit
(cost $2,589,907) $2,791,796
Benham Preservation Fund, 5,305,848 units at $1.00/unit
(cost $5,305,848) $5,305,848
Select Fund, 134,815 units at $42.590/unit
(cost $5,426,061) $5,741,759
Ultra Fund, 269,805 units at $27.300/unit
(cost $6,545,871) $7,365,694
Value Fund, 187,508 units at $6.950/unit
(cost $1,330,467)
Hunt Corporation 219,271 shares at $23.688/share
(cost $3,634,902) $2,057,648
Participant loans (cost $0)
Receivables:
Employer's contribution 2,570 5,535 5,766 6,135 1,708
Participants' contribution 45,331 26,685 34,175 43,946 15,174
Interest 24,583
---------- ---------- ---------- ---------- ----------
Total assets 2,839,697 5,362,651 5,781,700 7,415,775 2,074,530
LIABILITIES - - - - -
---------- ---------- ---------- ---------- ----------
Net assets available for benefits $2,839,697 $5,362,651 $5,781,700 $7,415,775 $2,074,530
========== ========== ========== ========== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Non-
Participant
Participant Directed Directed
-------------------- -------------
Value Participant Stock
ASSETS Fund Loans Fund Total
----- ----------- ----- -----
<S> <C> <C> <C> <C>
Investment, at fair value (Note 2):
Shares of registered investment companies:
Balanced Fund, 153,903 units at $18.140/unit
(cost $2,589,907) $ 2,791,796
Benham Preservation Fund, 5,305,848 units at $1.00/unit
(cost $5,305,848) 5,305,848
Select Fund, 134,815 units at $42.590/unit
(cost $5,426,061) 5,741,759
Ultra Fund, 269,805 units at $27.300/unit
(cost $6,545,871) 7,365,694
Value Fund, 187,508 units at $6.950/unit
(cost $1,330,467) $1,303,177 1,303,177
Hunt Corporation 219,271 shares at $23.688/share
(cost $3,634,902) $3,210,301 5,267,949
Participant loans (cost $0) $ 952,944 952,944
Receivables:
Employer's contribution 1,061 22,775
Participants' contribution 11,191 176,502
Interest 24,583
---------- ---------- ---------- -----------
Total assets 1,315,429 952,944 3,210,301 28,953,027
LIABILITIES - - - -
---------- ---------- ---------- -----------
Net assets available for benefits $1,315,429 $ 952,944 $3,210,301 $28,953,027
========== ========== ========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
PF-2
<PAGE>
HUNT CORPORATION
SAVINGS PLAN
Statement of Net Assets Available for Benefits, With Fund Information,
as of December 31, 1996
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------
Capital
Balanced Preservation Select Ultra Stock
ASSETS Fund Trust Fund Fund Fund Fund
-------- ------------ ------ ----- -----
<S> <C> <C> <C> <C> <C>
Investment, 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
Benham Preservation Fund, 5,555,986 units at $1.00/unit
(cost $5,555,986) $5,555,986
Select Fund, 114,217 units at $38.53/unit
(cost $4,439,341) $4,400,764
Ultra Fund, 229,342 units at $28.09/unit
(cost $5,117,008) $6,442,224
Value Fund, 124,021 units at $6.59/unit
(cost $781,112)
Hunt Corporation 198,471 shares at $18.13/share
(cost $3,100,463) $1,289,024
Participant loans (cost $0)
Cash 14
Receivables:
Employer's contribution 4,614 8,971 8,668 10,861 2,291
Participants' contribution 21,739 43,493 41,517 52,137 10,378
Interest 24,687
---------- ---------- ---------- ---------- ----------
Total assets 2,456,886 5,633,137 4,450,949 6,505,222 1,301,707
---------- ---------- ---------- ---------- ----------
LIABILITIES - - - - -
---------- ---------- ---------- ---------- ----------
Net assets available for benefits $2,456,886 $5,633,137 $4,450,949 $6,505,222 $1,301,707
========== ========== ========== ========== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Non-
Participant
Participant Directed Directed
-------------------- -------------
Value Participant Stock
ASSETS Fund Loans Fund Total
----- ----------- ----- -----
<S> <C> <C> <C> <C>
Investment, 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
Benham Preservation Fund, 5,555,986 units at $1.00/unit
(cost $5,555,986) 5,555,986
Select Fund, 114,815 units at $38.53/unit
(cost $4,439,341) 4,400,764
Ultra Fund, 229,342 units at $28.09/unit
(cost $5,117,008) 6,442,224
Value Fund, 124,021 units at $6.59/unit
(cost $781,112) $ 817,295 817,295
Hunt Corporation 198,471 shares at $18.13/share
(cost $3,100,463) $2,309,316 3,598,340
Participant loans (cost $0) $ 758,799 758,799
Cash 14
Receivables:
Employer's contribution 1,814 37,219
Participants' contribution 10,051 179,315
Interest 24,687
---------- ---------- ---------- -----------
Total assets 829,160 758,799 2,309,316 24,245,176
---------- ---------- ---------- -----------
LIABILITIES - - - -
---------- ---------- ---------- -----------
Net assets available for benefits $ 829,160 $ 758,799 $2,309,316 $24,245,176
========== ========== ========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
PF-3
<PAGE>
HUNT CORPORATION
SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits,
With Fund Information, for the year ended December 31, 1997
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------------
Capital
Balanced Preservation Select Ultra Stock
ADDITIONS Fund Trust Fund Fund Fund Fund
-------- ------------ ------- ------ ------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in fair value of assets $ 122,317 $ 505,584 $ 59,934 $ 462,511
Dividends 278,471 914,669 1,442,588 30,051
Interest $ 291,796
Contributions:
Participants' 296,129 502,113 518,697 711,562 212,460
Employer's 48,269 95,575 98,946 120,882 31,594
---------- ---------- ---------- ---------- ----------
Total additions 745,816 889,484 2,037,896 2,334,966 736,616
---------- ---------- ---------- ---------- ----------
DEDUCTIONS
Deductions from net assets attributed to:
Benefits paid to participants (361,092) (720,562) (654,716) (1,000,899) (183,480)
Management fees (1,626) (4,647) (2,363) (957) (283)
---------- ---------- ---------- ---------- ----------
Total deductions (362,718) (725,209) (657,079) (1,001,856) (183,763)
---------- ---------- ---------- ---------- ----------
Net increase (decrease) prior to interfund transfers 382,468 164,275 1,380,817 1,333,110 552,853
Interfund transfers 343 (434,761) (50,066) (422,557) 219,970
---------- ---------- ---------- ---------- ----------
Net increase (decrease) 382,811 (270,486) 1,330,751 910,553 772,823
Net assets available for benefits
Beginning of year 2,456,886 5,633,137 4,450,949 6,505,222 1,301,707
---------- ---------- ---------- ---------- ----------
End of year $2,839,697 $5,362,651 $5,781,700 $7,415,775 $2,074,530
========== ========== ========== ========== ==========
</TABLE>
<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 $ (30,986) $ 783,294 $1,902,654
Dividends 246,160 52,334 2,964,273
Interest $ 66,896 358,692
Contributions:
Participants' 147,207 2,388,168
Employer's 22,527 473,239 891,032
---------- ---------- ---------- -----------
Total additions 384,908 66,896 1,308,867 8,504,819
---------- ---------- ---------- -----------
DEDUCTIONS
Deductions from net assets attributed to:
Benefits paid to participants (378,668) (92,423) (395,022) (3,786,862)
Management fees (230) (10,106)
---------- ---------- ---------- -----------
Total deductions (378,898) (92,423) (395,022) (3,796,968)
---------- ---------- ---------- -----------
Net increase (decrease) prior to interfund transfers 6,010 (25,527) 913,845 4,707,851
Interfund transfers 480,259 219,672 (12,860) --
---------- ---------- ---------- -----------
Net increase (decrease) 486,269 194,145 900,985 4,707,851
Net assets available for benefits
Beginning of year 829,160 758,799 2,309,316 24,245,176
---------- ---------- ---------- -----------
End of year $1,315,429 $ 952,944 $3,210,301 $28,953,027
========== ========== ========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
PF-4
<PAGE>
HUNT CORPORATION
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
ADDITIONS Fund Trust Fund Fund Fund Fund
-------- ------------ ------ ----- ------
<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>
<TABLE>
<CAPTION>
Non-
Participant
Directed
--------------------- ------------
Value Participant Stock
ADDITIONS Fund Loans Fund Total
-------- ------------ ------ -----
<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
========== ========== ========= ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
PF-5
<PAGE>
HUNT CORPORATION
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
--------- ------------- -------- ------- -------
<S> <C> <C> <C> <C> <C>
ADDITIONS
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 particpants (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>
[RESTUB TABLE]
<TABLE>
<CAPTION>
Non-
Participant
Participant Directed Directed
------------------------------ -----------
Value Participant Stock
Fund Loans Fund Total
-------------- ------------ ---------- ----------
<S> <C> <C> <C> <C>
ADDITIONS
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 particpants (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
======== ========== ========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
PF-6
<PAGE>
HUNT CORPORATION
SAVINGS PLAN
Notes to Financial Statements
1. Description of Plan:
The following description of the Hunt Corporation 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 Corporation (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.
PF-7
<PAGE>
Notes to Financial Statements, Continued
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 1997 and 1996
and $9,240 for 1995). 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 Phantom Stock 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. 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.
In no event may the annual compensation of any participant taken into
account under the Plan (i.e., for purposes of Associate Pre-Tax
Contributions, Matching Contributions and Basic Contributions) exceed a
Code limit adjusted annually for inflation ($150,000 for 1995, 1996 and
$160,000 for 1997).
Associate Pre-Tax Contributions are contributed to the Plan no later
than the 15th business 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 year which ends with
or within 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.
PF-8
<PAGE>
Notes to Financial Statements, Continued
1. Description of Plan, continued:
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.
PF-9
<PAGE>
Notes to Financial Statements, Continued
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,
1997 and 1996, there was $7,216 and $9,674, 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.
PF-10
<PAGE>
Notes to Financial Statements, Continued
2. Summary of Significant Accounting Policies, continued:
Investment Valuation:
The common stock of Hunt Corporation 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, 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, the Company believes that the fair
value of the Guaranteed Investment Contracts is not significantly
different from cost plus accrued interest.
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 are paid by the Plan. 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.
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.
PF-11
<PAGE>
Notes to Financial Statements, Continued
2. Summary of Significant Accounting Policies, continued:
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.
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
consisting of the Benham Preservation Fund which invests
primarily in guaranteed investment contracts issued by major
financial institutions including banks and life insurance
companies. Previously, the Fund also held individual
guaranteed investment contracts, all of which matured prior to
December 31, 1996.
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:
<TABLE>
<CAPTION>
Net Effective
Time of Deposit Annual Interest Rate
--------------- --------------------
<S> <C>
Funds deposited during 1997 Principally 5.54% through 1998
Funds deposited during 1996 Principally 6.02% through 1997
Funds deposited during 1995 Principally 6.02% to 8.05% through 1996
</TABLE>
PF-12
<PAGE>
Notes to Financial Statements, Continued
3. Investment Program, continued:
(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.
(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
Corporation 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 1,129 and 1,922 Plan participants at December 31, 1997 and
1996, respectively, who participated in one or more of the investment
funds. At December 31, 1997 and 1996, the number of participants
selecting each of the investment funds for their contributions was as
follows:
1997 1996
---- ----
Stock Fund 1,019 1,353
Select Fund 657 690
Ultra Fund 652 686
Capital Preservation Trust Fund 571 662
Balanced Fund 387 423
Value Fund 150 95
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 (two percentage points for Seal bargaining unit
employees) 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 15, 1998 to January 23, 2003 and
bear interest at 9.25% to 10.75% at December 31, 1997.
PF-13
<PAGE>
Notes to Financial Statements, Continued
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, 1997 and 1996.
1997 1996
---- ----
Net assets available for benefits
per the financial statements $28,953,027 $24,245,176
Amounts allocated to withdrawing
participants (3,090,034) (312,164)
----------- -----------
Net assets available for benefits
per the Form 5500 $25,862,993 $23,933,012
=========== ===========
The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500 for the years ended December
31, 1997 and 1996:
1997 1996
---- ----
Benefits paid to participants per
the financial statements $3,786,862 $1,268,726
Add: Amounts allocated to withdrawing
participants at end of year 3,090,034 312,164
Less: Amounts allocated to withdrawing
participants at beginning of year (312,164) (275,823)
---------- ---------
Benefits paid to participants per
the Form 5500 $6,564,732 $1,305,067
========== ==========
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 has been amended since receiving the determination
letter. However, the Plan administrator believes 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.
PF-14
<PAGE>
Notes to Financial Statements, Continued
7. 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.
8. Subsequent Event:
Effective April 1, 1998, the Board of Directors of the Hunt Corporation
amended the Plan to increase the limit on mandatory cash-outs from
$3,500 to $5,000 and modify the definition of pre-tax compensation.
Participants should refer to the Plan agreement for a more complete
description of the amendments.
PF-15
<PAGE>
Exhibit 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Hunt Corporation Savings
Plan Forms S-8 Registration Statements (Registration Nos. 33-6359 and 33-57103)
of our report dated June 18, 1998 on our audits of the financial statements of
the Hunt Corporation Savings Plan as of December 31, 1997 and 1996 and for the
years ended December 31, 1997, 1996, and 1995 which report is included in this
Form 10-K/A which is Amendment No. 1 to Hunt Corporation's 1997 Annual Report on
Form 10-K.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
June 29, 1998
