HUNT CORP
10-K/A, 2000-06-28
PENS, PENCILS & OTHER ARTISTS' MATERIALS
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<PAGE>




                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

[ X ]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 for the fiscal year ended November 28, 1999

                                       or

[     ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 for the transition period from ______ to ______.

For the fiscal year ended November 28, 1999           Commission File 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 Offices)                              (Zip Code)

Registrant's telephone number, including area code:  (215) 656-0300

Securities registered pursuant to Section 12(b) of the Act:

                                                           Name of Each Exchange
         Title of Each Class:                              on Which Registered:
         -------------------                               --------------------

Common Shares, par value $.10 per share                  New York Stock Exchange

Rights to Purchase Series A Junior                       New York Stock Exchange
  Participating Preferred Stock

Securities registered pursuant to Section 12(g) of the Act:  None

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, 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, 2000 was 10,164,939.


                                        1



<PAGE>



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 28, 1999 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, 1999. 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 part of the Report

                  1.   Financial Statements:                           Pages
                                                                       -----

                       A. The Company and Subsidiaries:

                           Report of Independent Accountants            F-1

                           Consolidated Statements of Income
                           for the fiscal years 1999, 1998
                           and 1997                                     F-2

                           Consolidated Balance Sheets,
                           November 28, 1999 and
                           November 29, 1998                            F-3

                           Consolidated Statements of
                           Stockholders' Equity for the
                           fiscal years 1999, 1998
                           and 1997                                     F-4

                           Consolidated Statements of
                           Comprehensive Income for the
                           fiscal years 1999, 1998, and 1997            F-5

                           Consolidated Statements of
                           Cash Flows for the fiscal years
                           1999, 1998, and 1997                         F-6

                           Notes to Consolidated Financial
                           Statements                                   F-7-F-29

                       B. The Savings Plan:

                           Report of Independent Accountants            PF-2

                           Statements of Net Assets Available
                           for Benefits as of December 31, 1999
                           and 1998                                     PF-3

                           Statements of Changes in Net Assets
                           Available for Benefits for the years
                           ended December 31, 1998, 1997, and 1997    PF-4

                           Notes to Financial Statements              PF-5-PF-11

<PAGE>


2.       Financial Statement Schedule:

                      Schedule II.  Valuation and Qualifying
                      Accounts for the fiscal years
                      1999, 1998 and 1997                             F-30

                      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:

                           (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 Form 10-Q for quarter ended
                                        September 1, 1996).

                              (b)       (1) Second Amendment and Restatement of
                                        Credit Agreement dated February 20, 1997
                                        between the Company and NationsBank, N.
                                        A. and other lenders and (2) Third
                                        Amendment dated as of April 24, 1998 to
                                        Credit Agreement (incorp. by ref. to Ex.
                                        4(b)(1) and 4(b)(2), respectively to
                                        fiscal 1998 Form 10-K).

<PAGE>


                              (c)       (1) 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; and (2) Assignment and Assumption
                                        Agreement dated December 2, 1991, with
                                        American Stock Transfer and Trust
                                        Company, as successor Rights Agent
                                        (incorp. by ref. to Ex. 4(c)(1) and
                                        4(c)(2), respectively to fiscal 1999
                                        Form 10-K).

                                        Miscellaneous long-term debt instruments
                                        and credit facility agreements of the
                                        Company, under which the underlying
                                        authorized debt is equal to less than
                                        10% of the total assets of the Company
                                        and its subsidiaries on a consolidated
                                        basis, may not be filed as exhibits to
                                        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 1999 Form 10-K).

                              (b)       1983 Stock Option and Stock Grant Plan,
                                        as amended, of the Company (incorp. by
                                        ref. to Ex. 10(b) 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 to Form 10-Q for quarter
                                        ended June 1, 1997).**

                              (d)       1994 Non-Employee Directors' Stock
                                        Option Plan (incorp. by ref. to Ex.
                                        10(d) to fiscal 1999 Form 10-K).**

                              (e)       1997 Non-Employee Director Compensation
                                        Plan (incorp. by ref. to Ex. 10(f) to
                                        fiscal 1997 Form 10-K).**

                              (f)       (1) Form of Change in Control Agreement
                                        between the Company and various officers
                                        of the Company; and (2) list of
                                        executive officers who are parties to
                                        such Change in Control Agreements
                                        (incorp. by ref. to Ex. 10(f)(1) and
                                        10(f)(2), respectively to fiscal 1999
                                        Form 10-K).**

                              (g)       (1) Form of Supplemental Executive
                                        Benefits Plan of the Company, effective
                                        January 1, 1997 (incorporated by
                                        reference to Ex. 10(g)(1) of fiscal 1998
                                        Form 10-K); (2) Amendment No. 1 to
                                        Supplemental Executive Benefits Plan
                                        (filed herewith); and (3) form of
                                        related Amended and Restated Trust
                                        Agreement, effective January 1, 1997
                                        (incorp. by ref. to Ex. 10(g)(2) to
                                        fiscal 1998 Form 10-K).**


<PAGE>


                              (h)       (1) 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); and (2) description of
                                        amendment to Employment Agreement
                                        (incorp. by ref. to Ex. 10(h)(1) and
                                        10(h)(2), respectively to fiscal 1999
                                        Form 10-K).**

                    (21)      Subsidiaries (filed incorp. by reference to Ex. 11
                              to 1997 Form 10-K).

                    (23)      (a) Consent of PricewaterhouseCoopers LLP to
                              incorporation by reference in registration
                              statements on Forms S8 Nos. 333-73197, 33-57105,
                              33-57103, 33-70660, 33-25947, 33-6359, and
                              2-83144, of their report on the consolidated
                              financial statements and schedule included in this
                              report (incorp. by ref. to Ex. 23 to fiscal 1999
                              Form 10-K).

                              (b) Consent of PricewaterhouseCoopers LLP 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 1999 Form 10-K).

*  Reference also is made to (1) Articles 5th, 6th, 7th, and 8th of the
   Company's composite Articles of Incorporation (Ex. 3(a) to this
   report) and (2) to Sections 1, 7, and 8 of the Company's By-Laws (Ex.
   3(b) to this report).

** Indicates a management contract or compensatory plan or arrangement.

         (b)      Reports on Form 8-K

                  The Company did not file any reports on Form 8-K during the
                  last quarter of the fiscal year covered by this report.



<PAGE>




                                   SIGNATURES

                  Pursuant to the requirements of Section 13 of, and Rule 12b-15
under, 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

Dated:   June 28, 2000        By:_______________________________________________
                                 Donald L. Thompson
                                 Chairman, President and Chief Executive Officer


         June 28, 2000        By:_______________________________________________
                                 William E. Chandler
                                 Senior Vice President,
                                 Finance (Principal Financial Officer)



<PAGE>




                                HUNT CORPORATION
                                  SAVINGS PLAN

                               REPORT ON AUDITS OF
                              FINANCIAL STATEMENTS
                               for the years ended
                        December 31, 1999, 1998, and 1997
                            AND SUPPLEMENTAL SCHEDULE
                      for the year ended December 31, 1999



<PAGE>



                                HUNT CORPORATION
                                  SAVINGS PLAN

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Report of Independent Accountants                                              2


Financial Statements:
    Statements of Net Assets Available for Benefits
         as of December 31, 1999 and 1998                                      3

    Statements of Changes in Net Assets Available for Benefits,
         for the years ended December 31, 1999, 1998, and 1997                 4

    Notes to Financial Statements                                           5-11


Supplemental Schedule:
    Schedule of Assets Held for Investment Purposes as of
         December 31, 1999                         Schedule H, Part IV, Item 4i*







                  * Refers to item number in Form 5500 (Annual Return/Report
                    of Employee Benefit Plan) for the plan year ended
                    December 31, 1999






                                       1


<PAGE>





                        Report of Independent Accountants

To the Administrative Committee of
     Hunt Corporation:

In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Hunt Corporation Savings Plan (the "Plan") at December 31, 1999 and 1998,
and the changes in net assets available for benefits for each of the three years
in the period ended December 31, 1999 in conformity with accounting principles
generally accepted in the United States. These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States, which 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, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes as of December 31, 1999 is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is 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. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.




PricewaterhouseCoopers LLP
Philadelphia, PA

June 15, 2000



                                        2


<PAGE>






                                HUNT CORPORATION
                                  SAVINGS PLAN

                 Statements of Net Assets Available for Benefits
                        as of December 31, 1999 and 1998



                                    ASSETS              1999            1998
                                                        ----            ----

    Investments, at fair value                      $32,854,449      $27,133,169

    Accrued interest                                     27,060           21,698
                                                    -----------      -----------

               Total assets                          32,881,509       27,154,867
                                                    -----------      -----------


               Net assets available for benefits    $32,881,509      $27,154,867
                                                    ===========      ===========








 The accompanying notes are an integral part of the financial statements.

                                       3



<PAGE>


                                HUNT CORPORATION
                                  SAVINGS PLAN

           Statements of Changes in Net Assets Available for Benefits
              for the years ended December 31, 1999, 1998, and 1997


<TABLE>
<CAPTION>
                           ADDITIONS                                         1999              1998        1997
                                                                             ----              ----        ----
<S>                                                                      <C>             <C>            <C>
Additions to net assets attributed to:
     Investment income:
       Net appreciation (depreciation) in fair value of investments      $ 3,476,457     $   (129,971)   $1,902,654
       Dividends                                                           1,662,491        2,615,934     2,964,273
       Interest                                                              386,744          365,901       358,692
     Contributions:
        Participants                                                       1,709,051        1,875,894     2,388,168
        Employer                                                             590,724          617,769       891,032
                                                                         -----------     ------------    ----------

                    Total additions                                        7,825,467        5,345,527     8,504,819
                                                                         -----------     ------------    ----------

                           DEDUCTIONS

Deductions from net assets attributed to:
     Benefits paid to participants                                         2,090,826        7,134,695     3,786,862
     Management fees                                                           7,999            8,992        10,106
                                                                         -----------     ------------    ----------

                    Total deductions                                       2,098,825        7,143,687     3,796,968
                                                                         -----------     ------------    ----------

                    Net increase (decrease)                                5,726,642       (1,798,160)    4,707,851

Net assets available for benefits, beginning of year                      27,154,867       28,953,027    24,245,176
                                                                         -----------     ------------   -----------

Net assets available for benefits, end of year                           $32,881,509     $ 27,154,867   $28,953,027
                                                                         ===========     ============   ===========
</TABLE>



 The accompanying notes are an integral part of the financial statements.

                                       4


<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 (the "Code").

                  Eligibility and Participation:

         Generally, all active associates (i.e., employees, including officers)
         of Hunt Corporation and of any participating subsidiary company
         (collectively, the "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 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.

         Associates are eligible to participate in the Associate Pre-Tax
         Contribution portion of the Plan as of the entry date on or after the
         first day of the second month after the month in which the associate
         becomes an eligible employee. Associates are eligible to participate in
         the Matching Contribution portion of the Plan as of the entry date on
         or after the date on which they complete a year of service. (Hunt
         Graphics bargaining unit employees are eligible to participate in the
         Associate Pre-Tax Contribution and Matching Contribution portions of
         the Plan on the January 1, April 1, July 1, or October 1 nearest the
         date on which they complete a year of service.) Eligible associates
         (other than Hunt Graphics bargaining unit employees) who have completed
         at least two consecutive years of service as of any December 1 are
         eligible for



                                        5

<PAGE>


                    Notes to Financial Statements, continued

1.       Description of Plan, continued:

         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.

                  Associate Pre-Tax Contributions:

         Subject to the limitations of the Plan and the Code, participants may
         authorize the Company to withhold each year up to 15% (10% for Hunt
         Graphics bargaining unit employees) of their annual pre-tax
         compensation. Participants (other than Hunt Graphics bargaining unit
         employees) also may authorize the Company to withhold a portion of any
         retention bonus included in their annual pre-tax compensation.
         Participants may also make rollover contributions to the Plan of
         qualifying distributions from other qualified plans.

                  Matching Contributions:

         The Company will make Matching Contributions on behalf of participants
         equal to $.25 for each $1.00 of participant contributions up to 6% of
         the participant's pre-tax compensation for each year (excluding
         retention bonuses). (Matching Contributions will be made on behalf of
         Hunt Graphics bargaining unit employees equal to $.50 for each $1.00 of
         participant contributions to the extent such contributions do not
         exceed 3% of the participant's pre-tax compensation for the year.)

                  Basic Contributions:

         The Company may also make a discretionary annual Basic Contribution of
         up to 1% of the base rate of pay, as defined in the Plan (90% of the
         annual compensation of salesmen, 100% of the annual compensation for
         other associates), on behalf of eligible associates whether or not such
         associates make contributions to the Plan. (Basic Contributions are not
         available to Hunt Graphics bargaining unit employees.) Such Basic
         Contributions can only be invested in the Stock Fund and are not
         transferable to other funds.

                  Participant Accounts:

         Each participant's account is credited with the Associate Pre-Tax
         Contribution and allocations of (a) Matching Contributions, (b) Basic
         Contributions, and (c) Plan earnings, and charged with an allocation of
         administrative expenses. Allocations are based on participant earnings
         or account balances, as set forth in the Plan.

                  Vesting:

         A participant's Associate Pre-Tax Contributions (adjusted for earnings
         and losses) and Basic Contributions (adjusted for earnings and losses)
         are always 100% vested and nonforfeitable.

                                       6



<PAGE>


                    Notes to Financial Statements, continued

1.       Description of Plan, continued:

         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
         (adjusted for earnings and losses) allocated to such participant's
         accounts becomes fully vested and is nonforfeitable. Prior to the
         occurrence of such an event, the Matching Contributions (adjusted for
         earnings and losses) will vest 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 Hunt Graphics 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%

                  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 as set forth in 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. During 1999 and
         1998, there were $4,633 and $7,628, respectively, of forfeitures used
         to reduce employer contributions. There were no unallocated forfeitures
         at December 31, 1999 and 1998.

                  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.


                                       7




<PAGE>


                    Notes to Financial Statements, continued

2.       Summary of Significant Accounting Policies:

                  Basis of Accounting:

         The accompanying financial statements are prepared on the accrual
         method of accounting.

                  Investment Valuation:

         Investments are stated at fair value. Quoted market prices are used to
         value investments. Shares of mutual funds are valued at the net asset
         value of shares held by the Plan at year-end.

                  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 the Plan's
         investments.

                  Plan Expenses:

         Investment management fees and brokerage fees related to transactions
         within the Stock Fund are paid by the Plan. 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 the Administrative Committee to
         make estimates and assumptions that affect the reported amounts of
         assets, liabilities and changes therein, and disclosures of contingent
         assets and liabilities. Actual results could differ from those
         estimates.



                                       8




<PAGE>

                    Notes to Financial Statements, continued

 2.      Summary of Significant Accounting Policies, continued:

                  Risks and Uncertainties:

         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.       Participant Loans:

         Participants may borrow 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.
         The period of repayment may not exceed five years (except in the case
         of a loan to a Hunt Graphics 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. The interest rate on a loan is one percentage point above
         the prime rate as published in The Wall Street Journal on the first
         business day of the month in which the loan is made (the Plan provides
         for use of a reasonable interest rate with respect to Hunt Graphics
         bargaining unit employees). Participant loans mature from January 6,
         2000 to December 28, 2004 and bear interest at 8.75% to 9.75% at
         December 31, 1999.


4.       Investments:

         The following presents investments that represent 5 percent or more of
         the Plan's net assets:

<TABLE>
<CAPTION>
                                                                                           December 31,
                                                                                    1999                  1998
                                                                                    ----                  ----

<S>                                                                             <C>                    <C>
              Hunt Corporation Common Stock,
                   255,092 and 191,404 shares, respectively                     $ 2,428,938*           $2,033,663*

              American Century Balanced Fund,
                   164,894 and 147,431 shares, respectively                       2,839,477             2,723,049

              American Century Select Fund,
                   150,928 and 149,413 shares, respectively                       7,950,907             7,080,666

              American Century Stable Fund,
                   5,627,462 and 4,558,424 shares, respectively                   5,627,462             4,558,424

              American Century Ultra Fund,
                   263,254 and 258,012 shares, respectively                      12,051,784             8,620,167
</TABLE>


         * Includes $1,267,945 and $1,156,977 of non participant-directed


                                       9



<PAGE>

                    Notes to Financial Statements, continued



4.       Investments, continued:

         During 1999, 1998, and 1997 the Plan's investments (including gains and
         losses on investments bought and sold, as well as held during the year)
         appreciated (depreciated) in value as follows:

<TABLE>
<CAPTION>
                                                                      1999          1998         1997
                                                                      ----          ----         ----

<S>                                                               <C>          <C>            <C>
                 Mutual Funds                                     $3,711,882   $ 2,203,418    $  656,849
                 Common Stock                                       (235,425)   (2,333,389)    1,245,805
                                                                  ----------   -----------    ----------

                                                                  $3,476,457   $  (129,971)   $1,902,654
                                                                  ==========   ===========    ==========
</TABLE>



5.       Non Participant-Directed

         Information about the net assets and the significant components of the
         changes in net assets relating to the non participant-directed
         investments is as follows:

<TABLE>
<CAPTION>
                                                                    1999               1998
                                                                    ----               ----

             Net assets:
<S>                                                             <C>                 <C>
               Hunt Corporation common stock                    $1,268,325          $1,156,977


                                                             1999             1998           1997
                                                             ----             ----           ----
             Changes in net assets:
                Contributions                             $ 279,265      $    288,212      $ 473,239
                Dividends                                    52,530            50,136         52,334
                Net (depreciation) appreciation            (134,640)       (1,501,023)       783,294
                Benefits paid to participants               (85,807)         (890,649)      (407,882)
                                                          ---------      ------------      ---------

                                                          $ 111,348      $ (2,053,324)     $ 900,985
                                                          =========      ============      =========
</TABLE>



                                       10



<PAGE>

                    Notes to Financial Statements, continued


6.       Reconciliation of Financial Statements to Form 5500:

         The following is a reconciliation of benefits paid to participants per
         the financial statements to the Form 5500 for the years ended December
         31, 1999, 1998, and 1997:

<TABLE>
<CAPTION>
                                                                    1999                1998                  1997
                                                                    ----                ----                  ----

<S>                                                              <C>                <C>                     <C>
Benefits paid to participants per the
        financial statements                                     $2,090,826         $ 7,134,695            $3,786,862
Add: Amounts allocated to withdrawing
        participants at end of year                                       -                   -             3,090,034
Less: Amounts allocated to withdrawing participants
        at beginning of year                                              -          (3,090,034)             (312,164)
                                                                 ----------         -----------            ----------

Benefits paid to participants per the Form 5500                  $2,090,826         $ 4,044,661            $6,564,732
                                                                 ==========         ===========            ==========
</TABLE>



         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.


7.      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 Code. 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
         Code. Therefore, no provision for income taxes has been included in the
         Plan's financial statements.


8.       Related Party Transactions:

         American Century  Investors,  Inc. is the recordkeeper and manager of
         the Plan's investments and as such, is a party-in-interest of the Plan.

         The Plan is interpreted, administered, and operated by an
         Administrative Committee comprised entirely of executives of the
         Company.


                                       11


<PAGE>




                                                    Schedule H, Part IV, Item 4i

                                HUNT CORPORATION
                                  SAVINGS PLAN

                 Schedule of Assets Held for Investment Purposes
                             as of December 31, 1999

<TABLE>
<CAPTION>
                                                            Description of Investment
                                                  ----------------------------------------------
                                                                                                           Fair
             Identity of Issuer                      Shares                    Type                       Value
             ------------------                      ------                    ----                       -----

<S>                                                  <C>                    <C>                                    <C>
*Hunt Corporation                                    255,092                Common Stock               $ 2,428,938

*American Century Investors Funds:
     Balanced Fund                                   164,894                Mutual Fund                  2,839,477
     Select Fund                                     150,928                Mutual Fund                  7,950,907
     Stable Fund                                   5,627,462                Mutual Fund                  5,627,462
     Ultra Fund                                      263,254                Mutual Fund                 12,051,784
     Value Fund                                      171,924                Mutual Fund                    943,865

Participant Loans                                              Participant loans with interest
                                                                      rates from 8.75% to 9.75%          1,012,016
                                                                                                       -----------

                                                                             Total investments         $32,854,449
                                                                                                       ===========
</TABLE>


*Party-in-interest



<PAGE>




                       CONSENT OF INDEPENDENT ACCOUNTANTS




We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 33-6359 and 33-57103) of Hunt Corporation of our
report dated June 15, 2000 relating to the financial statements of the Hunt
Corporation Savings Plan, which appears in this Form 10K-A, which is Amendment
No. 1 to Hunt Corporation's Annual Report on Form 10-K.






PricewaterhouseCoopers LLP

Philadelphia, PA
June 26, 2000



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