<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 1999
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-8044
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HUNT CORPORATION.
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(Exact name of registrant as specified in its charter)
Pennsylvania 21-0481254
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Commerce Square 2005 Market Street, Philadelphia, PA 19103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone no., including area code (215) 656-0300
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Indicate by check mark whether 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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
---- ----
As of April 1, 1999, there were outstanding 10,416,540 shares of the
registrant's common stock.
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Page 2
HUNT CORPORATION
INDEX
Page
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PART I - FINANCIAL INFORMATION
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Item 1 - Financial Statements
Condensed Consolidated Balance Sheets as of
February 28, 1999 and November 29, 1998 3
Condensed Consolidated Statements of Income -
Three Months Ended February 28, 1999 and March 1, 1998 4
Consolidated Statements of Comprehensive Income -
Three Months Ended February 28, 1999 and March 1, 1998 5
Condensed Consolidated Statements of Cash Flows -
Three Months Ended February 28, 1999 and March 1, 1998 6
Notes to Condensed Consolidated Financial
Statements 7 - 8
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 9 - 12
Item 3 - Quantitative and Qualitative Disclosures about Market Risk 13
PART II - OTHER INFORMATION
-----------------
Item 1 - Legal Proceedings 14
Item 6 - Exhibits and Reports on Form 8-K 14
Signatures 15
Exhibit Index 16
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Part I - FINANCIAL INFORMATION Page 3
----------------------
Item 1. Financial Statements
Hunt Corporation
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands except share and per share amounts)
<TABLE>
<CAPTION>
February 28, November 29,
ASSETS 1999 1998
------------ ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 28,755 $ 40,724
Accounts receivable, less allowance for doubtful
accounts: 1999, $1,815; 1998, $1,721 35,746 31,018
Inventories:
Raw materials 8,437 7,867
Work in process 3,274 3,033
Finished goods 10,781 10,704
-------- --------
Total inventories 22,492 21,604
Deferred income taxes 5,067 4,769
Prepaid expenses and other current assets 1,087 1,402
-------- --------
Total current assets 93,147 99,517
Property, plant and equipment, at cost, less accumulated depreciation and
amortization:
1999, $39,503; 1998, $37,818 48,037 49,917
Excess of acquisition costs over net assets acquired,
less accumulated amortization 25,225 26,021
Other assets 11,678 11,402
-------- --------
Total assets $178,087 $186,857
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 461 $ 479
Accounts payable 8,924 12,503
Accrued expenses:
Salaries, wages and commissions 1,833 2,302
Income taxes 2,865 1,930
Other 16,033 17,742
-------- --------
Total current liabilities 30,116 34,956
Long-term debt, less current portion 58,091 57,741
Deferred income taxes 1,071 374
Other non-current liabilities 16,101 15,906
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.10 par value, authorized 1,000,000 shares (including
50,000 shares of Series A Junior
Participating Preferred); none issued - -
Common stock, $.10 par value, 40,000,000 shares
authorized; issued: 1999 and 1998 -16,152,322 shares 1,615 1,615
Capital in excess of par value 6,434 6,434
Cumulative translation adjustment (835) 446
Minimum pension liability (1,545) (1,545)
Retained earnings 159,593 158,316
-------- --------
165,262 165,266
Less cost of treasury stock:
1999 - 5,649,482 shares; 1998 - 5,162,082 shares (92,554) (87,386)
-------- --------
Total stockholders' equity 72,708 77,880
-------- --------
Total liabilities and stockholders' equity $178,087 $186,857
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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Hunt Corporation
Condensed Consolidated Statements of Income
(Unaudited)
(In thousands except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
------------------------
February 28, March 1,
1999 1998
------------ --------
<S> <C> <C>
Net sales 60,369 $61,265
Cost of sales 37,587 37,582
------- -------
Gross profit 22,782 23,683
Selling and shipping expenses 11,030 10,910
Administrative and general expenses 7,379 7,361
------ -------
Income from operations 4,373 5,412
Interest expense 1,189 1,183
Other income, net (497) (867)
------ -------
Income before income taxes 3,681 5,096
Provision for income taxes 1,288 1,783
------ -------
Net income $2,393 $ 3,313
====== =======
Net income per share - Basic $.22 $.30
====== =======
Net income per share - Diluted $.22 $.28
====== =======
Dividends per common share $.103 $.103
====== =======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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Hunt Corporation
Consolidated Statements of Comprehensive Income
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Three Months Ended
-------------------------
February 28, March 1,
1999 1998
------------ --------
<S> <C> <C>
Net income $2,393 $3,313
Other comprehensive income:
Foreign currency translation adjustments,
net of income taxes of $448 in 1999 and
$327 in 1998, respectively (833) (607)
------- ------
Other comprehensive income (833) (607)
------ ------
Comprehensive income $1,560 $2,706
====== ======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
Hunt Corporation
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Three Months Ended
-----------------------
Feb 28, March 1,
1999 1998
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 2,393 $ 3,313
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 2,258 1,956
Deferred income taxes 409 676
Loss on disposals of property, plant and equipment 4 4
Payments for special charges (576) (2,169)
Issuance of stock under management incentive bonus
and stock grant plans -- 197
Changes in operating assets and liabilities (10,954) (17,898)
-------- --------
Net cash used in operating activities (6,466) (13,921)
-------- --------
Cash flows from investing activities:
Additions to property, plant and equipment (601) (4,092)
Other, net -- 20
-------- --------
Net cash used in investing activities (601) (4,072)
-------- --------
Cash flows from financing activities:
Proceeds from issuance of long-term debt 3,709 1,385
Payments on long-term debt, including current maturities (3,155) (167)
Book overdrafts 962 (393)
Purchases of treasury stock (5,168) --
Proceeds from exercise of stock options -- 932
Dividends paid (1,116) (1,145)
Other, net (62) (38)
-------- --------
Net cash provided by (used in) financing activities (4,830) 574
-------- --------
Effect of exchange rate changes on cash (72) (469)
-------- --------
Net decrease in cash and cash equivalents (11,969) (17,888)
Cash and cash equivalents, beginning of period 40,724 65,449
-------- --------
Cash and cash equivalents, end of period $ 28,755 $ 47,561
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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Hunt Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. The accompanying condensed consolidated financial statements and related
notes are unaudited; however, in management's opinion all adjustments
(consisting of normal recurring accruals) necessary for a fair presentation of
the financial position at February 28, 1999 and the results of operations and
cash flows for the periods shown have been made. Such statements are presented
in accordance with the requirements of Form 10-Q and do not include all
disclosures normally required by generally accepted accounting principles or
those normally made in Form 10-K.
2. During the first quarter of fiscal 1999, the Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive
Income." SFAS No. 130 establishes standards for the reporting and display of the
components of comprehensive income in the financial statements. See Consolidated
Statements of Comprehensive Income herein.
3. A reconciliation of weighted average common shares outstanding to weighted
average of common shares outstanding assuming dilution in calculating the
earnings per share is shown below:
1999 1998
---- ----
Weighted average common shares outstanding - basic 10,794 11,203
Add: common equivalent shares representing
shares issuable upon exercise of stock options
and stock grants 1 590
------ ------
Weighted average common shares and dilutive
securities outstanding 10,795 11,793
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4. The following table sets forth the details and the cumulative activity in the
various accruals and reserves associated with the prior years' restructuring
plans in the Condensed Consolidated Balance Sheets at February 28,1999 (in
thousands):
<TABLE>
<CAPTION>
Balance at Current Cash Non-Cash Balance at
November 29, 1998 Provision Reductions Activity February 28, 1999
------------------ --------- ---------- -------- -----------------
<S> <C> <C> <C> <C> <C>
Lease Obligations $1,873 - $(195) - $1,678
Severance 722 - (233) - 489
Inventory 400 - (128) - 272
Fixed Assets 235 - - - 235
Other 487 - (20) - 467
------ --------- ------ -------- ------
Total $3,717 - $(576) - $3,141
====== ====== ======
</TABLE>
5. The Company has been sued for patent infringement with respect to one of its
minor products. After a jury trial during the Company's second quarter of fiscal
1998, the U.S. District in the Western District of Wisconsin entered judgment
against the Company in this matter and awarded damages to the plaintiffs in the
amount of $3.3 million, plus interests and costs. The Company and its patent
legal counsel believe that the verdict against the Company was incorrect and
that it will be reversed on appeal. Accordingly, the Company has not recorded
any liability in its financial statements associated with this judgment.
However, there can be no assurance that the Company will prevail in this matter.
In the event of an unfavorable final judgment against the Company, management
believes that it will not have a material impact on the Company's financial
position, but it could have a material effect on quarterly or annual results of
operations. (See also Note 15 to the Consolidated Financial Statements included
in the Company's 1998 Form 10-K.)
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion includes certain forward-looking statements within the
meaning of the Private Securities Litigation Act of 1995. Such forward-looking
statements represent management's assessment based upon information currently
available, but are subject to risks and uncertainties which could cause actual
results to differ materially from those set forth in the forward-looking
statements. These risks and uncertainties include, but are not limited to, the
Company's ability to successfully complete the implementation, and realize the
anticipated growth and other benefits, of its strategic plan on a timely basis,
the effect of, and changes in, worldwide general economic conditions,
technological and other changes affecting the manufacture of and demand for the
Company's products, competitive and other pressures in the market place, the
impact of Year 2000 issues, the outcome of litigation in which the Company is
engaged, and other risks and uncertainties set forth herein and in the Company's
Forms 10-Q, 10-K and 8-K filings with the Securities and Exchange Commission.
In April 1997, the Company initiated a new strategy for growth and restructuring
plan (the "strategic plan") designed to restore higher levels of sales growth,
profitability and to reduce its cost structure. The cost reduction portion of
the strategic plan resulted in cost savings of approximately $17.7 million in
fiscal 1998. The cost savings have resulted primarily from a significant
reduction of the Company's stock keeping units ("SKU's"), the rationalization of
manufacturing and warehouse facilities and from a major restructuring of its
administrative and marketing and selling functions. Although the Company expects
most of these cost savings to continue in future years, there is no assurance
that they will be achieved. (See Note 4 to the Notes to Condensed Consolidated
Financial Statements herein.)
Results of Operations
Net Sales
Net sales of $60.4 million for the first quarter of fiscal 1999 declined 1.5%
from the first quarter of fiscal 1998 due to lower sales of graphics products
(down 3.5%), partially offset by higher sales of consumer products (up 1%). In
addition, sales were significantly impacted by lower net selling prices in the
first quarter of fiscal 1999 compared to last year, as well as by a general
softness in demand for the Company's products. The decrease in graphics products
was largely the result of lower mounting and laminating equipment and supplies
products sales (down 11%), while board products sales were up 7% over the
comparable prior year period. Export sales and foreign sales decreased 14% and
8%, respectively, in the first quarter of 1999 compared to the same prior year
period.
Management is uncertain as to how long and to what extent the softness in demand
for its products will continue. If the situation worsens, this could have a
material adverse impact on the Company's business, results of operations and
financial position.
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Gross Profit
The Company's gross profit percentage decreased to 37.7% of net sales in the
first quarter of fiscal 1999 from 38.7% in the first quarter of fiscal 1998. The
first quarter reductions in gross profit dollars and percentage were primarily
the result of lower net selling prices and lower unit sales. Management expects
the pressure on selling prices attributable to the growing bargaining power of
the Company's largest customers, such as office products superstores, to
continue during fiscal 1999. The Company's raw material cost increases have
remained below inflationary cost increases for the past several years; however,
management is uncertain how long this condition will continue.
Selling, Shipping, Administrative and General Expenses
Selling and shipping expenses, as a percentage of net sales, increased to 18.3%
for the first quarter of fiscal 1999 compared to the prior year first quarter
expense level of 17.8%. This increase in the percentage of net sales was
principally due to higher freight and distribution expenses partially offset by
lower marketing and selling expenses, due primarily to the timing of product
promotions, marketing research and product packaging development costs.
Administrative and general expenses remained at $7.4 million in the first
quarter of fiscal 1999 and 1998. Lower management incentive expenses in the
first quarter of fiscal 1999 were offset primarily by higher information
services costs. In fiscal 1998, certain information services costs were
capitalized. Such costs are now expensed as incurred.
Other Income, Net
The decrease in other income, net, of $.4 million in the first quarter of fiscal
1999 compared to the first quarter of fiscal 1998 was due to lower interest
income resulting from lower average cash balances.
Provision for Income Taxes
The Company's effective income tax rate from continuing operations was 35% for
the first quarter of fiscal 1999 and 1998.
Financial Condition
The Company's working capital decreased to $63.0 million at the end of the first
quarter of fiscal 1999 from $64.6 million at the end of fiscal 1998. The current
ratio increased to 3.1 at February 28, 1999 from 2.9 at November 29, 1998. The
Company's debt/capitalization percentage increased to 45% at the end of the
first quarter of fiscal 1999 compared to 43% at the end of fiscal 1998.
Available cash balances were sufficient during the first three months of fiscal
1999 to fund additions to property, plant and equipment of $.6 million, to pay
cash dividends of $1.1 million, and to fund the repurchase of $5.2 million of
the Company's common shares. Current assets decreased to $93.1 million at the
end of the first quarter of fiscal 1999 from $99.5 million at the end of fiscal
1998 largely as a
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Page 11
result of lower cash and cash equivalent balances, partially offset by higher
accounts receivable and inventory balances.
The decrease in cash and cash equivalents was largely due to the repurchase of
the Company's common shares, payments of dividends, capital expenditures and
payments associated with the strategic plan. Inventories increased to $22.5
million at February 28, 1999 from $21.6 million at November 29, 1998, due
principally to higher anticipated sales volume. The $4.7 million increase in
accounts receivable was largely due to timing of payments by major customers
during the first quarter of fiscal 1999.
Current liabilities decreased to $30.1 million at the end of the first quarter
of fiscal 1999 from $35.0 million at the end of fiscal 1998. This decrease was
largely attributable to the timing of accounts payable payments and reductions
in the accruals associated with the Company's strategic plan.
The effect of unfavorable currency exchange rates for the British pound sterling
and the Dutch guilder (the functional currencies of the Company's U.K. and
Holland operations, respectively) was the principal cause for the $1.3 million
decrease in the cumulative translation adjustment account in stockholders'
equity.
The Company has a revolving credit agreement of $75 million and a line of credit
agreement of $2.5 million. There was $5.2 million borrowed under these credit
facilities as of February 28, 1999. Management believes that funds generated
from operations, combined with the existing credit facilities, will be
sufficient to meet currently anticipated working capital and other capital and
debt service requirements. Should the Company require additional funds,
management believes that the Company could obtain them at competitive costs.
Management currently expects that total fiscal 1999 expenditures for additions
to property, plant and equipment to increase capacity and productivity will
approximate $7.5 million, of which approximately $.6 million has been expended
through the first three months of fiscal 1999.
Year 2000 Update
The Company is continuing its work to mitigate the Year 2000 ("Y2K") issue.
These efforts involve assessment, identification of non-compliant systems,
remediation, testing, and verification, including replacing and/or updating
existing systems, as well as establishing contingency plans relating to Y2K
risks.
The Company has substantially completed the necessary modifications to its
critical and ancillary systems and applications. To date, the project is
proceeding on schedule and is expected to be completed by the end of the third
quarter of fiscal 1999.
The Company also has initiated communications with significant suppliers and
customers to identify and coordinate the remediation of any Y2K issues they may
have which might effect the Company, and the Company is still in the process of
determining the Company's vulnerability if these companies fail to remediate
their Y2K issues.
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The Company's costs incurred to date in addressing the Y2K issues have not been
significant and are being funded through operating cash flows. The total
implementation costs, relating principally to new hardware and software,
capitalized to date are $5.5 million, which should represent substantially all
of the capitalized costs to be incurred. These costs not only addressed Y2K
issues but also provided for operational efficiencies and cost reductions. The
Company continues to evaluate future costs associated with these efforts based
on actual experience but does not currently anticipate that such costs will have
a material impact on the Company's results of operations or financial position.
It is difficult to identify or prepare for the absolute worse case Y2K scenario.
However, the most likely worst case scenario for the Company would include,
among other things, temporary slowdowns of operations at the Company's
facilities, whether due to an external power failure or otherwise, delays in
receipt of supplies, failure to be able to serve customers, lost sales and
failure of management controls. Although the Company believes that its systems
will be fully operational and will not cause any material disruptions because of
Y2K issues, there can be no assurance that this will be the case. Further,
because of the uncertainties associated with assessing effect on preparedness of
suppliers and customers, there is a risk of a material adverse effect on the
Company's future results of operations if these constituencies do not correct
their Y2K problems, if any, on a timely basis. The Company plans to continue
assessing these risks through reviews with its major suppliers and customers.
The Company is preparing contingency plans relating specifically to identified
Y2K risks and developing cost estimates relating to these plans. Contingency
plans may include stockpiling raw materials and packaging materials, increasing
inventory levels, securing alternative sources of supply and other appropriate
measures. The Company anticipates completion of the Y2K contingency plans during
the third quarter of fiscal 1999. Once developed, Y2K contingency plans and
related cost estimates will be reviewed and modified as additional information
becomes available.
New Accounting Standard
During the first quarter of fiscal 1999, the Company adopted the following new
accounting standard:
SFAS No. 130, "Reporting Comprehensive Income", establishes standards for the
reporting and display of the components of comprehensive income in the financial
statements. See the Consolidated Statements of Comprehensive Income herein.
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Page 13
Item 3 - Quantitative and Qualitative Disclosures about Market Risk
There have been no material changes in the Company's market risk since the Form
10-K filing for the fiscal year ended November 29, 1998.
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Page 14
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
Reference is made to Part I, Item 3 of the Company's fiscal 1998 Form 10-K and
to Note 5 to the Condensed Consolidated Financial Statements herein.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
10 Officer Severance Plan
27 Financial Data Schedule for the quarter ended February 28, 1999.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter for which this report
is filed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HUNT CORPORATION.
Date April 12, 1999 By /s/ William E. Chandler
------------------------------ ------------------------------------
William E. Chandler Senior Vice President, Finance
(Principal Financial Officer)
Date April 12, 1999 By /s/ Donald L. Thompson
------------------------------ -----------------------------------
Donald L. Thompson Chairman of the Board
and Chief Executive Officer
Date April 12, 1999 By /s/ John Fanelli III
------------------------------ ------------------------------------
John Fanelli III
Vice President, Corporate Controller
(Principal Accounting Officer)
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Page 16
EXHIBIT INDEX
Exhibit 10 - Officer Severance Plan
Exhibit 27 - Financial Data Schedule for the quarter ended February 28, 1999
<PAGE>
HUNT MANUFACTURING CO.
OFFICER SEVERANCE PLAN
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I - SCOPE............................................................. 1
ARTICLE II- PURPOSE........................................................... 1
ARTICLE III - DEFINITIONS..................................................... 1
3.1 Affiliate................................................................ 1
3.2 Beneficiary ............................................................. 1
3.3 Cause ................................................................... 1
3.4 Change in Control Agreement ............................................. 2
3.5 Code .................................................................... 2
3.6 Company ................................................................. 2
3.7 Corporate Officer ....................................................... 2
3.8 Date of Termination ..................................................... 2
3.9 Disability Retirement ................................................... 2
3.10 Effective Date ......................................................... 2
3.11 Eligible Officer ....................................................... 2
3.12 Employer ............................................................... 2
3.13 ERISA .................................................................. 2
3.14 Non-Corporate Officer .................................................. 2
3.15 Officer ................................................................ 2
3.16 Periodic Severance Pay ................................................. 2
3.17 Plan Administrator ..................................................... 2
3.18 Plan Year .............................................................. 2
3.19 Salary Continuation Benefits ........................................... 2
3.20 Separation Agreement ................................................... 2
3.21 Severance Period........................................................ 2
3.22 Years of Service ....................................................... 2
ARTICLE IV - ELIGIBILITY FOR BENEFITS ........................................ 3
4.1 Eligibility ............................................................. 3
4.2 Separation Agreement .................................................... 3
ARTICLE V - SEVERANCE BENEFITS ............................................... 4
5.1 Salary Continuation Benefits ............................................ 4
5.2 Vacation Pay ............................................................ 5
5.3 Annual Bonus Program .................................................... 5
5.4 Long-Term Incentive Compensation Plan ................................... 5
5.5 Other Benefit Plans ..................................................... 5
5.6 Continued Welfare Benefits .............................................. 5
5.7 Other Severance Benefits ................................................ 6
5.8 Limitation on Amount and Duration of Payments ........................... 7
5.9 Death Benefits .......................................................... 8
ARTICLE VI - CLAIMS PROCEDURE ................................................ 8
6.1 Claims for Benefits ..................................................... 8
6.2 Appeals Procedure ....................................................... 8
6.3 Agent for Service of Legal Process ...................................... 9
ARTICLE VII - MISCELLANEOUS .................................................. 9
7.1 Amendment and Termination ............................................... 9
7.2 No Assignment ........................................................... 9
7.3 Payment from General Assets .............................................10
7.4 Named Fiduciary .........................................................10
7.5 Controlling Law .........................................................10
7.6 Change in Control Agreements ............................................10
7.7 Plan not Applicable to Certain Eligible Officers
and Former Eligible Officers.............................................10
7.8 Entire Plan .............................................................10
-i-
<PAGE>
HUNT MANUFACTURING CO. OFFICER SEVERANCE PLAN
ARTICLE I - SCOPE
HUNT MANUFACTURING CO. (the "Company") provides the following HUNT
MANUFACTURING CO. OFFICER SEVERANCE PLAN (the "Plan") for all active Officers of
the Company and its Affiliates, provided such employees are employed in the
United States. The Plan is subject to the sole discretion of the Company.
ARTICLE II - PURPOSE
The purpose of this Plan is to provide the Company and its Affiliates with
a scheduled basis for determining severance benefits for Officers and to act as
a reference regarding other benefits.
ARTICLE III - DEFINITIONS
The following words and phrases, as used herein, shall have the following
meanings, unless the context clearly indicates otherwise:
3.1 Affiliate: A member of a group of employers, of which the Company is a
member and which group constitutes:
(a) A controlled group of corporations (as defined in section 414(b) of
the Code);
(b) Trades or businesses (whether or not incorporated) which are under
common control (as defined in section 414(c) of the Code);
(c) Trades or businesses (whether or not incorporated) which constitute
an affiliated service group (as defined in section 414(m) of the Code); or
(d) Any other entities required to be aggregated with the Company
pursuant to section 414(o) of the Code and the Treasury regulations
thereunder.
3.2 Beneficiary: The person or persons or legal entity or entities
designated by the Eligible Officer under Section 5.7 to receive benefits
hereunder after the Eligible Officer's death, or the personal or legal
representative of the Eligible Officer. If no Beneficiary is designated by the
Eligible Officer or if no Beneficiary survives the Eligible Officer, the
Beneficiary shall be the Eligible Officer's surviving spouse, or, if there is no
surviving spouse, the Eligible Officer's estate.
3.3 Cause: The Eligible Officer's:
(a) Dishonesty, fraud, willful malfeasance, gross negligence or other
gross misconduct, which is materially injurious to the Company, or
(b) Conviction of or plea of guilty to a felony.
-1-
<PAGE>
3.4 Change in Control Agreement: The written Change in Control Agreement
(if any) executed by an Employer and an Officer.
3.5 Code: The Internal Revenue Code of 1986, as amended.
3.6 Company: HUNT MANUFACTURING CO.
3.7 Corporate Officer: An officer of an Employer who is designated by the
Chief Executive Officer of the Company as a corporate officer and whose
designation by the Chief Executive Officer as a corporate officer is endorsed by
the Board of Directors of the Company provided such Corporate Officer is
employed in the United States.
3.8 Date of Termination: The date upon which an Officer's employment with
the Employers ceases.
3.9 Disability Retirement: The retirement by an Officer due to a physical
or mental condition that results in a total and permanent disability that would
entitle the Officer to receive social security disability benefits.
3.10 Effective Date: May 1, 1995.
3.11 Eligible Officer: An Officer entitled to benefits under Section 4.1 of
the Plan, including an Officer who is eligible for immediate pension benefits.
3.12 Employer: The Company and its Affiliates.
3.13 ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
3.14 Non-Corporate Officer: An officer employed in the United States by an
Employer at or above the rank of Vice President who is not a Corporate Officer.
3.15 Officer: A Corporate Officer or a Non-Corporate Officer.
3.16 Periodic Severance Pay: The base salary amount an Eligible Officer
receives each payroll period immediately prior to his or her Date of
Termination. This term does not include bonuses, incentive compensation, other
potential increments, or any other forms of additional compensation.
3.17 Plan Administrator: The Company.
3.18 Plan Year: The calendar year.
3.19 Salary Continuation Benefits: The benefits provided for under Section
5.1.
3.20 Separation Agreement: The agreement described in Section 4.2(a).
3.21 Severance Period: The severance period as determined under Section
5.1(b).
3.22 Years of Service: The number of completed years (in calculating Years
of Service, six completed months shall be rounded to a full Year of Service)
from an Officer's "original date of hire" (as defined below) to his or her Date
of Termination during which the Officer was employed (on either a full-time or a
part-time basis) by an Employer. An Officer's original date of hire shall be
that date as shown in the personnel records of the Employer (i.e., in the case
of any Officer who had a break in service with the Employer of longer than six
months, the Officer's date of hire following the break in service).
-2-
<PAGE>
ARTICLE IV - ELIGIBILITY FOR BENEFITS
4.1 Eligibility: An Officer shall be an Eligible Officer entitled to
benefits under Sections 5.1, 5.3, 5.4, 5.6 and 5.7 if his or her employment with
the Employers is terminated after the Effective Date other than by reason of
voluntary resignation or retirement, death, Disability Retirement, or Cause,
provided:
(a) The Officer is not covered by an employment agreement or other
agreement (other than a separate Change in Control Agreement in which case
any Salary Continuation Benefits payable under this Plan are to be offset by
any termination benefits payable under such Change in Control Agreement
pursuant to Section 7.6) which provides salary continuation benefits or other
severance benefits upon such Officer's termination of employment; and
(b) The Officer meets the requirements of Section 4.2.
4.2 Separation Agreement: In order to be entitled to any benefits under
this Plan, an Officer must sign a Separation Agreement (as described in Section
4.2(a)) within the time provided under Section 4.2(b) and must not revoke the
Agreement under Section 4.2(c).
(a) Purpose: The Separation Agreement is an agreement between an
Officer and the Employer, whereby in exchange for benefits under the Plan,
the Officer:
(1) Releases any and all claims he or she may have against, and
covenants not to sue, the Employer,
(2) Agrees not to disparage the Employer,
(3) Agrees not to recruit or to cause to be recruited employees of
the Employer,
(4) Agrees to keep confidential and not to disclose to anyone any
information concerning the business or affairs of the Employer that is not
otherwise a matter of public record, and
(5) Agrees not to engage in any business development activities
which have or will have a material adverse effect on the Employer.
The Separation Agreement shall be in the form prescribed by the Plan
Administrator and shall advise the Officer to consult with an attorney before
signing the Agreement.
(b) Time for Consideration: The Officer shall be given a reasonable
period of time (which shall be specified in the Agreement) in which to review
the Agreement and consult with an attorney and other advisors prior to
signing the Agreement.
(c) Revocation Period: An Officer shall be entitled to revoke the
Agreement within seven days after signing the Agreement. In order to revoke
the Agreement, the Officer must give the Plan Administrator written notice of
revocation within such seven-day period.
(d) Welfare Benefits During Consideration Period: Until the end of the
month in which the period described in Section 4.2(b) expires (the
"Consideration Period"), the Officer shall be entitled to continued welfare
benefits as described in Section 5.6. If the Officer does not sign the
Separation Agreement, such benefits shall cease at the later of:
-3-
<PAGE>
(1) The end of the month in which the Officer's termination of
employment occurs, or
(2) The end of the Consideration Period, subject to the requirements
of section 4980B of the Code and Part 6 of Title I of ERISA ("COBRA"), and
regulations issued thereunder, and the Officer shall pay the Employer his
or her contribution for medical coverage during such period.
(e) Breach of Agreement: If the Officer breaches the terms of his or
her Separation Agreement after the end of the period described in Section
4.2(c), he or she shall no longer be an Eligible Officer and his or her
entitlement to benefits under Sections 5.1, 5.3, 5.4, 5.6 and 5.7 shall cease
immediately.
ARTICLE V - SEVERANCE BENEFITS
5.1 Salary Continuation Benefits:
(a) General: An Eligible Officer shall be entitled to Salary
Continuation Benefits throughout the Severance Period, as specified in
Section 5.1(b) below. For each payroll period the Eligible Officer is
entitled to Salary Continuation Benefits under Section 5.1(b) below, the
Eligible Officer will receive his or her Periodic Severance Pay.
(b) Severance Period:
(1) Termination Due to Performance Limitations:
(A) Corporate Officers: For a Corporate Officer terminated due to
performance limitations, the Severance Period shall be a period
beginning on the Corporate Officer's Date of Termination and extending
one month for each Year of Service credited to the Officer; provided,
however, that the Severance Period shall not extend beyond 24 months and
shall end as of the date the Corporate Officer commences to work for any
organization.
(B) Non-Corporate Officers: For a Non-Corporate Officer
terminated due to performance limitations, the Severance Period shall be
a period beginning on the Non-Corporate Officer's Date of Termination
and extending one month for each Year of Service credited to the
Officer; provided, however, that the Severance Period shall not extend
beyond 12 months and shall end as of the date the Non-Corporate Officer
commences to work for any organization.
(2) Other Terminations:
(A) Corporate Officers: For a Corporate Officer terminated for
reasons other than performance limitations, the Severance Period shall
be a period beginning on the Corporate Officer's Date of Termination and
extending 12 months. If the Corporate Officer has not died and has not
obtained employment at the end of such 12-month period, the Severance
Period will be extended, for up to an additional 12 months, until the
date the Corporate Officer commences to work for any organization.
(B) Non-Corporate Officers: For a Non-Corporate Officer
terminated for reasons other than performance limitations, the
Severance Period shall be a period beginning on the Non-Corporate
Officer's Date of Termination and extending 12 months. If the
-4-
<PAGE>
Non-Corporate Officer has not died and has not obtained employment at
such time, the Severance Period will be extended one month for each Year
of Service above 12 credited to the Non-Corporate Officer, for up to an
additional 12 months, until the date the Non-Corporate Officer commences
to work for any organization.
(c) Method of Payment: Salary Continuation Benefits shall be paid in
installments (without interest) on the Eligible Officer's regular payroll
cycle as in effect at his or her Date of Termination or as modified
thereafter on an Employer-wide basis. The first such installment shall be
paid at the time specified in Section 5.1(d) and shall include all Salary
Continuation Benefits to which the Eligible Officer is entitled between his
or her Date of Termination and the date of such first installment.
(d) Time of Payment: Payment of Salary Continuation Benefits shall
commence within 30 days of the date the Employer receives a Separation
Agreement signed by the Officer; provided that payment shall in no event
commence before the expiration of the period described in Section 4.2(c).
5.2 Vacation Pay: Payment for unused vacation in existence on the
Eligible Officer's Date of Termination shall be made in addition to the Salary
Continuation Benefits under Section 5.1. Accrued vacation time shall not be
taken into account for purposes of this Section 5.2.
5.3 Annual Bonus Program: Provided the Eligible Officer is employed by
the Employer on December 1 of the fiscal year in which occurs such Eligible
Officer's Date of Termination, the Eligible Officer shall be paid his or her pro
rata share of the bonus, if any, under the Company's Annual Bonus Plan for such
fiscal year. Any such pro rata bonus shall be paid at such time as other
executives of the Company receive their annual bonus for such fiscal year, and
shall be based upon the Company's established performance measures for the
executives of the Company.
5.4 Long-Term Incentive Compensation Plan: The Eligible Officer's
unvested awards under the Company's Long-Term Incentive Compensation Plan (the
"LTIC Plan") shall be proportionately vested through the Eligible Officer's Date
of Termination and shall be paid to such Eligible Officer as and when provided
in the LTIC Plan. The LTIC Plan was terminated effective February 14, 1996.
5.5 Other Benefit Plans: After an Eligible Officer's employment has
terminated, there shall be no further accrual of benefits for the individual
under any of the Employers' employee benefit plans or other arrangements, except
as otherwise specifically provided in such plans or arrangements and in this
Article V.
5.6 Continued Welfare Benefits:
(a) Medical Benefits: Group health (excluding dental) insurance
shall be provided to an Eligible Officer and his or her dependents until
the end of the month in which the Eligible Officer's entitlement to Salary
Continuation Benefits ends, or, if earlier, the date on which medical
coverage is obtained through another employer. Coverage provided under this
Section 5.6 shall be on the same terms as if the Eligible Officer were
still employed by an Employer. The Eligible Officer's contribution for
medical coverage shall be deducted from his or her Salary Continuation
Benefit payments. The Employer shall notify all terminated Eligible
Officers and their spouses and dependent children who are covered under a
group health plan of the Employer of their option to continue coverage
under the group health plan in accordance with the requirements of, and to
the extent required by COBRA, and regulations issued thereunder. Eligible
Officers and their spouses and dependent children who elect such continued
coverage shall pay their own premiums for such coverage at the rate
specified by COBRA.
(b) Group Term Life Insurance: Until the end of the month in which
the Eligible Officer's entitlement to Salary Continuation Benefits ends,
or, if earlier, the date on which similar coverage is obtained through
another employer, the Employer shall continue to provide basic group term
life insurance to the Eligible Officer on the same terms as if the Eligible
Officer were still employed by the
-5-
<PAGE>
Employer. Application for conversion of any such coverage to an individual
policy must be made within this extended period of coverage.
5.7 Other Severance Benefits:
(a) Outplacement Assistance: The Employer shall pay for the
provision to the Eligible Officer of professional outplacement assistance,
as well as for the provision of office and support services, until the
earlier of the Eligible Officer's obtaining other employment or two years
from the Eligible Officer's Date of Termination.
(b) Leased Automobile: Upon termination of employment, an Eligible
Officer who has been provided a leased automobile by his or her Employer
may elect to purchase the automobile for the book value of the lease
agreement. Such an election must be made within 15 days of the Eligible
Officer's Date of Termination. If no such election to purchase is made, the
Employer shall, upon sale of the automobile at its market value, pay the
Eligible Officer that portion of the sales price which is equal to the
amount determined by multiplying the sales price by a fraction, the
numerator of which is the portion of the original purchase price of the
automobile paid by the Eligible Officer and the denominator of which is the
original total purchase price of the automobile.
(c) Elective Transfer of Life Insurance Policies under Supplemental
Plan:
(1) Benefits under Article IV of Supplemental Plan upon
Involuntary Termination of Employment: The following provisions apply to
an Eligible Officer who is entitled to an Article IV benefit under the
Supplemental Plan in the event his or her employment is involuntarily
terminated:
(A) Involuntary Termination of Employment for Any Reason Other
than Cause or Performance Limitations: If the employment of an
Eligible Officer entitled to an Article IV benefit under the
Supplemental Plan is involuntarily terminated for any reason other
than Cause (as defined in the Supplemental Plan) or performance
limitations, such Eligible Officer may elect, without regard to the
number of Years of Vesting Service he or she has completed under the
Supplemental Plan, in the manner provided in Section 4.11(e) of the
Supplemental Plan, to have transferred to him or her the life
insurance policies held by the Trust under the Supplemental Plan to
provide benefits to such Eligible Officer under Article IV of the
Supplemental Plan subject to the following conditions:
(i) If such Eligible Officer is entitled to receive Salary
Continuation Benefits under the Plan, such Eligible Officer must
sign a Separation Agreement under the Plan; and
(ii) Such elective transfer shall not occur until the end
of the Severance Period under the Plan.
In the event of such transfer, such Eligible Officer shall be
entitled to no further benefits under Article IV of the Supplemental
Plan.
(B) Involuntary Termination for Performance Limitations with
15 or More Years of Vesting Service: If the employment of an Eligible
Officer entitled to an Article IV benefit under the Supplemental Plan
is involuntarily terminated for performance limitations and such
Eligible Officer has completed 15 or more Years of Vesting Service
under the Supplemental Plan, such Eligible Officer may elect, in the
manner provided in Section 4.11(e) of the Supplemental Plan, to have
transferred to him or her the life insurance policies held by the
Trust under the Supplemental Plan to provide benefits to such
-6-
<PAGE>
Eligible Officer under Article IV of the Supplemental Plan subject to
the following conditions:
(i) If such Eligible Officer is entitled to receive Salary
Continuation Benefits under the Plan, such Eligible Officer must
sign a Separation Agreement under the Plan; and
(ii) Such elective transfer shall not occur until the end
of the Severance Period under the Plan.
In the event of such transfer, such Eligible Officer shall be entitled
to no further benefits under Article IV of the Supplemental Plan.
(C) Involuntary Termination for Performance Limitations with
Less than 15 Years of Vesting Service or for Cause: Section 4.11 of
the Supplemental Plan shall not apply to any Eligible Officer whose
employment is terminated either (i) for performance limitations and
such Eligible Officer has less than 15 Years of Vesting Service under
the Supplemental Plan, or (ii) for Cause (as defined in the
Supplemental Plan). In either of these cases, such Eligible Officer
shall not be entitled to any benefits under Article IV of the
Supplemental Plan.
(D) Manner and Effect of Election: Any election by an Eligible
Officer under Section 4.11 of the Supplemental Plan to have
transferred to such Eligible Officer his or her life insurance
policies held by the Trust under the Supplemental Plan to provide such
Eligible Officer benefits under Article IV of the Supplemental Plan
must be made at least 60 days before the beginning of such Eligible
Officer's taxable year in which such transfer is to be made. In the
event of such transfer, such Eligible Officer shall be entitled to no
further benefits under Article IV of the Supplemental Plan.
(2) Benefits under Article VI of Supplemental Plan: If the
employment of an Eligible Officer who has a vested interest in his or
her Article VI benefit under the Supplemental Plan is terminated for any
reason, such Eligible Officer may elect, in the manner provided in
Section 6.9 of the Supplemental Plan, to have transferred to him or her
the life insurance policies held by the Trust under the Supplemental
Plan to provide benefits to such Eligible Officer under Article VI of
the Supplemental Plan, after the portion of the Eligible Officer's
interest in the Article VI benefit which is not vested and any insurance
company charges and fees are removed therefrom. Such election must be
made at least 90 days before the beginning of such Eligible Officer's
taxable year in which such transfer is to be made. In the event of such
a transfer, such Eligible Officer shall be entitled to no further
benefits under Article VI of the Supplemental Plan.
5.8 Limitation on Amount and Duration of Payments: Notwithstanding any
provision herein to the contrary, in no event shall the total Salary
Continuation Benefits payable under this Plan exceed the equivalent of twice the
Eligible Officer's annual base salary as in effect at the time of his or her
termination of employment and all such payments shall be completed, in the case
of an Eligible Officer whose service is terminated in connection with a limited
program of terminations, within the later of 24 months after the termination of
the Eligible Officer's service, or 24 months after the Eligible Officer reaches
normal retirement age; and in the case of all other Eligible Officers, within 24
months after the termination of the Eligible Officer's service. For purposes of
this Section 5.8, a "limited program of terminations" means a program of
terminations:
(a) Which, when begun, was scheduled to be completed upon a date
certain or upon the occurrence of one or more specified events;
-7-
<PAGE>
(b) Under which the number, percentage or class or classes of
employees whose services are to be terminated is specified in advance; and
(c) Which is described in a written document which is available to
the Secretary of Labor upon request; and which contains information
sufficient to demonstrate that the conditions set forth above have been
met.
Notwithstanding any provision of this Plan to the contrary, this Plan
shall be interpreted and operated in compliance with 29 C.F.R. ss. 2510.3-2(b).
5.9 Death Benefits: An Eligible Officer entitled to Salary Continuation
Benefits or any other benefits under the Plan shall designate a Beneficiary to
receive any payment(s) of any such benefits under the Plan remaining unpaid at
the Eligible Officer's death. If no Beneficiary is designated or if no
designated Beneficiary is surviving when a payment is to be made to a
Beneficiary, the payment shall be made to the executor or administrator of the
Eligible Officer's estate. Any death benefit payable under this Section shall
be paid in a single sum.
ARTICLE VI - CLAIMS PROCEDURE
6.1 Claims for Benefits: All claims for benefits under the Plan shall
be made in writing and shall be signed by the applicant. Claims shall be
submitted to a representative designated by the Plan Administrator and
hereinafter referred to as the "Claims Coordinator".
Each claim hereunder shall be acted on and approved or disapproved by
the Claims Coordinator within 90 days following the receipt by the Claims
Coordinator of the information necessary to process the claim.
In the event the Claims Coordinator denies a claim for benefits, in
whole or in part, the Claims Coordinator shall notify the applicant in writing
of the denial of the claim and notify such applicant of his or her right to a
review of the Claims Coordinator's decision by the Plan Administrator. Such
notice by the Claims Coordinator shall also set forth, in a manner calculated to
be understood by the applicant, the specific reason for such denial, the
specific Plan provisions on which the denial is based, a description of any
additional material or information necessary to perfect the claim, with an
explanation of why such material or information is necessary, and an explanation
of the Plan claim review procedure as set forth in this Article VI
If no action is taken by the Claims Coordinator on an applicants claim
within 90 days after receipt by the Claims Coordinator, such application shall
be deemed to be denied for purposes of the following appeals procedure.
6.2 Appeals Procedure: Any applicant whose claim for benefits is denied
in whole or in part (such applicant being hereinafter referred to as the
"Claimant") may appeal from such denial to the Plan Administrator for a review
of the decision. Such appeal must be made within six months after the Claimant
has received written notice of the denial as provided above in Section 6.1 An
appeal must be submitted in writing within such period and must:
(a) Request a review by the Plan Administrator of the claim for
benefits under the Plan;
(b) Set forth all of the grounds upon which the Claimant's request
for review is based and any facts in support thereof, and
(c) Set forth any issues or comments which the Claimant deems
pertinent to the appeal.
-8-
<PAGE>
The Plan Administrator shall regularly review appeals by Claimants. The
Plan Administrator shall act upon each appeal within 90 days after receipt
thereof unless special circumstances require an extension of the time for
processing the Claimants request for review. If such an extension of time for
processing is required, written notice of the extension shall be forwarded to
the Claimant prior to the commencement of the extension. In no event shall such
extension exceed a period of 120 days after the request for review is received
by the Plan Administrator.
The Plan Administrator shall make a fall and fair review of each appeal
and any written materials submitted by the Claimant and/or the Employer in
connection therewith. The Plan Administrator may require the Claimant and/or the
Employer to submit such additional facts, documents or other evidence as the
Plan Administrator in its discretion deems necessary or advisable in making its
review. The Claimant shall be given the opportunity to review pertinent
documents or materials upon submission of a written request to the Plan
Administrator, provided the Plan Administrator finds the requested documents or
materials are pertinent to the appeal.
On the basis of its review, the Plan Administrator shall make an
independent determination of the Claimant's eligibility for benefits under the
Plan. The decision of the Plan Administrator on any claim for benefits shall be
final and conclusive upon all parties thereto.
In the event the Plan Administrator denies an appeal, in whole or in
part, the Plan Administrator shall give written notice of the decision to the
Claimant, which notice shall set forth, in a manner calculated to be
understood by the Claimant, the specific reasons for such denial and which shall
make specific reference to the pertinent Plan provisions on which the Plan
Administrator's decision was based.
It is intended that the claims procedure of this Plan be administered
in accordance with the claims procedure regulations of the Department of Labor
set forth in 29 CFR ss. 2560.503-1.
6.3 Agent for Service of Legal Process: The name and address of the
person designated for the service of legal process with respect to the Plan are
as follows:
NAME - Plan Administrator
Hunt Manufacturing Co.
Officer Severance Plan
ADDRESS - One Commerce Square
2005 Market Street
Philadelphia, PA 19103
ARTICLE VII - MISCELLANEOUS
7.1 Amendment and Termination: This Plan may be amended or terminated,
in whole or in part at any time for any reason, pursuant to a written resolution
of the Board of Directors of the Company, adopted at a duly held meeting of said
Board or by unanimous written consent of said Board, provided that no such
amendment or termination shall impair the rights of any Eligible Officer who is
receiving payments pursuant to this Plan.
7.2 No Assignment: No amounts payable under this Plan shall be subject
in any manner to anticipation, alienation, assignment (either at law or in
equity), encumbrance, garnishment, levy, execution, or other legal or equitable
process, except that the Employer shall have the right to set off against any
payments owed an Eligible Officer or Beneficiary under this Plan any amounts
owed to the Employer by such Eligible Officer or Beneficiary.
-9-
<PAGE>
7.3 Payment from General Assets: All payments under this Plan shall be
paid from the Employer's general assets.
7.4 Named Fiduciary: The Plan Administrator shall be the "named
fiduciary" of this Plan within the meaning of section 402 of ERISA, and, except
as specified elsewhere herein, shall exercise all rights and duties with respect
thereto, including, without limitation:
(a) The right to make and enforce such rules and regulations as are
necessary or proper for the efficient administration of the Plan, and
(b) The right to construe the terms of the Plan (including disputed
or doubtful terms) and decide all matters arising hereunder, including the
resolution of ambiguities, inconsistencies, or omissions.
All such rules, interpretations, and decisions shall be applied in a
uniform manner to all persons similarly situated.
7.5 Controlling Law: The law of the Commonwealth of Pennsylvania shall
be the controlling law in all matters relating to the Plan and shall apply
except to the extent other state laws apply to employees situated in such states
or such law is preempted by ERISA or other federal law.
7.6 Change in Control Agreements: To the extent termination benefits
are payable to an Eligible Officer under a Change in Control Agreement, such
termination benefits shall offset any Salary Continuation Benefits payable to
such Eligible Officer under this Plan.
7.7 Plan not Applicable to Certain Eligible Officers and Former
Eligible Officers: In accordance with Section 4.1(a), the Plan shall not apply
to any Eligible Officer or former Eligible Officer who is covered by a
Transition Agreement or an Employment Agreement (except for a Change in Control
Agreement, as provided in Section 4.1(a)) or other agreement which sets forth
the rights of such Eligible Officer or former Eligible Officer upon his or her
termination of employment with the Employer.
7.8 Entire Plan: Except as otherwise provided herein, this Plan
represents the entire Hunt Manufacturing Co. Officer Severance Plan and
supersedes any and all prior policies of the Employers relating to the
termination of employment of Officers (other than Officers' Change in Control
Agreements), which prior policies (other than Officers' Change in Control
Agreements) hereby are terminated and of no further force and effect.
IN WITNESS WHEREOF, HUNT MANUFACTURING CO. has caused this Plan to be
executed this 12th day of August, 1996.
ATTEST: HUNT MANUFACTURING CO.
[SEAL]
/s/ By: /s/
- -------------------------------- --------------------------------------
Dennis S. Pizzica, John W. Carney, Vice President,
Assistant Secretary Human Resources
-10-
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