SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event) October 9, 2001
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HUNT CORPORATION
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(Exact name of registrant as specified in its charter)
Pennsylvania 1-8044 21-0481254
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) 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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Page 2
ITEM 2. Acquisition or Disposition of Assets
Reference is made to Note 2 of Notes to Condensed Consolidated Financial
Statements, and to Management's Discussion and Analysis of Financial Condition
and Results of Operations, in Part I, Items 1 and 2, respectively, of Hunt
Corporation's (the "Company") Form 10-Q for the quarterly period ended September
2, 2001 for information concerning the Company's disposition of its commercial
Graphics Products business and related matters.
Page 3
ITEM 7. Financial Statements and Exhibits
(b) Pro Forma Financial Information (Unaudited).
1. Condensed Consolidated Statements of Operations for the Nine Months
Ended September 2, 2001.
2. Condensed Consolidated Statements of Operations for the Year Ended
December 3, 2000.
3. Notes to Pro Forma Financial Statements.
The unaudited pro forma Statements of Operations for the nine months ended
September 2, 2001 and for the year ended December 3, 2000 give effect to:
1. The reclassification of results of operations from the disposed of
business and the related provision for income taxes to discontinued
operations.
2. The related pro forma adjustments described in the accompanying notes.
The unaudited pro forma statements of operations are presented as though the
disposition occurred on November 29, 1999. The unaudited pro forma financial
statements should be read in conjunction with the historical financial
statements and accompanying notes of the Company.
(c) Exhibits.
2. List of schedules omitted from agreements filed as Exhibits 2(a), (b),
and (c) to the Company's Form 10-Q for the quarter ended September 2,
2001.
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Hunt Corporation
Pro Forma Condensed Consolidated Statements of Operations
For the Nine Months Ended September 2, 2001
(In thousands except per share amounts)
(Unaudited)
Less: Commercial Pro Forma Without
Graphics Products Pro Forma Commercial Graphics
As Reported (a) Business (a) Adjustments Products Business
--------------- ------------------ ----------- --------------------
Net sales $124,041 $124,041
Cost of sales 75,288 75,288
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Gross profit 48,753 48,753
Selling, administrative and general expenses 38,915 38,915
Restructuring and other (115) (115)
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Income from operations 9,953 9,953
Interest expense 3,107 ($1,474)(b) 1,633
Interest and other income, net (389) (389)
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Income from continuing operations
before income taxes 7,235 1,474 8,709
Provision for income taxes 2,405 489 (c) 2,894
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Income from continuing operations 4,830 $985 $5,815
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Basic earnings per common share
from continuing operations $0.54 $0.11 $0.65
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Diluted earnings per common share
from continuing operations $0.54 $0.11 $0.65
=========== ============ ========= ==========
Average common shares outstanding - basic 8,949 8,949 8,949
=========== ============ ========= ==========
Average common shares and dilutive
securities outstanding 8,949 8,949 8,949
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See accompanying notes to unaudited pro forma condensed
consolidated financial statements.
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Hunt Corporation
Pro Forma Condensed Consolidated Statements of Operations
For the Year Ended December 3, 2000
(In thousands except per share amounts)
(Unaudited)
Less: Commercial Pro Forma Without
Graphics Products Pro Forma Commercial Graphics
As Reported (a) Business Adjustments Products Business
--------------- ------------------ ----------- --------------------
Net sales $248,637 $73,008 $175,629
Cost of sales 160,959 53,732 107,227
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Gross profit 87,678 19,276 68,402
Selling, administrative and general expenses 78,309 23,399 54,910
Restructuring and other 3,370 (364) 3,734
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Income (loss) from operations 5,999 (3,759) 9,758
Interest expense 4,396 234 ($1,965)(b) 2,197
Interest and other income, net (1,385) (376) (1,009)
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Income (loss) from continuing operations
before income taxes 2,988 (3,617) 1,965 8,570
Provision (benefit) for income taxes 1,019 (1,233) 670 (c) 2,922
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Income (loss) from continuing operations $1,969 ($2,384) $1,295 $5,648
Basic earnings per common share
from continuing operations $0.20 ($0.24) $0.13 $0.57
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Diluted earnings per common share
from continuing operations $0.20 ($0.24) $0.13 $0.57
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Average common shares outstanding - basic 9,905 9,905 9,905 9,905
========== ======== ======== =========
Average common shares and dilutive
securities outstanding 9,908 9,908 9,908 9,908
========== ======== ======== =========
See accompanying notes to unaudited pro forma condensed
consolidated financial statements.
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Notes to Pro Forma Financial Statements (Unaudited)
A. Condensed Consolidated Statement of Operations for the Nine Months Ended
September 2, 2001.
(a) As reported in the Company's Form 10-Q for the quarterly period
ended September 2, 2001 (the "Third Quarter Form 10-Q"). The
Condensed Consolidated Statements of Operations reflect the
Company's sale of its commercial Graphics Products business as a
discontinued operation, and as such, the reported information is
on a continuing operations basis.
(b) Adjustment to interest expense to reflect the use of $25 million
of the proceeds from the sale to reduce the $50 million of senior
debt notes currently outstanding. See Notes 2 and 3 of Part I,
Item 1 of the Third Quarter Form 10-Q.
(c) Adjustment to reflect the estimated income tax effect of the
reduction in interest expense.
B. Condensed Consolidated Statements of Operations for the Year Ended December
3, 2000.
(a) As reported in the Company's Form 10-K for the year ended
December 3, 2000.
(b) Adjustment to interest expense to reflect the use of $25 million
of the proceeds from the sale to reduce the $50 million of senior
debt notes currently outstanding. See Notes 2 and 3 of Part I,
Item 1 of the Third Quarter Form 10-Q.
(c) Adjustment to reflect the estimated income tax effect of the
reduction in interest expense.
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SIGNATURES
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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 October 24, 2001 By /s/ William E. Chandler
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William E. Chandler
Senior Vice President, Finance
(Principal Financial Officer)
Date October 24, 2001 By /s/ Donald L. Thompson
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Donald L. Thompson
Chairman of the Board
and Chief Executive Officer
Date October 24, 2001 By /s/ John Fanelli III
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John Fanelli III
Vice President, Corporate Controller
(Principal Accounting Officer)