1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended Commission File
November 28, 1993 No. 1-8044
HUNT MANUFACTURING CO.
(Registrant)
Pennsylvania 21-0481254
- - --------------------------------- --------------------------------
(State of incorporation) (IRS Employer Identification No.)
230 South Broad Street
Philadelphia, PA 19102-4167
- - --------------------------------- --------------------------------
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (215)732-7700
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class: on which registered:
-------------------- ---------------------
Common Shares, par value $.10 per share New York Stock Exchange
Rights to Purchase Series A Junior New York Stock Exchange
Participating Preferred Stock
Securities registered pursuant to Section 12(g) of the Act: None
The registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
------ ------
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. X
-------
The aggregate market value of the registrant's Common
Shares (its only voting stock) held by non-affiliates of the
registrant as of February 1, 1994 was approximately $226,000,000.
(Reference is made to p.13 herein for a statement of the
assumptions upon which this calculation is based.)
The number of shares of the registrant's Common Shares
outstanding as of February 1, 1994 was 16,121,738.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the registrant's 1994 definitive
proxy statement relating to its April 1994 Annual Meeting of
Shareholders (which proxy statement was filed with the Commission
within 120 days after the end of the registrant's last fiscal
year) are incorporated by reference into Part III of this report.
2
AMENDMENT TO 1993 FORM 10-K
Pursuant to General Instruction F to Form 10-K and Rule
15d-21 under the Securities Exchange Act of 1934, Hunt
Manufacturing Co.'s Annual Report on Form 10-K for the fiscal
year ended November 28, 1993 is hereby amended to include the
attached financial statements described in amended Item
14(a)(1)(B) below required by Form 11-K with respect to the Hunt
Manufacturing Co. Savings Plan for the Plan's fiscal year ended
December 31, 1993. The Savings Plan is subject to the Employee
Retirement Income Security Act of 1974. Item 14 as amended
provides in its entirety as follows:
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K
(a) Documents Filed as a part of the Report
1. Financial Statements:
A. The Company and subsidiaries: Pages
-----
Report of Independent Accountants F-1
Consolidated Statements of
Income for the fiscal years
1993, 1992 and 1991 F-2
Consolidated Balance Sheets,
November 28, 1993 and
November 29, 1992 F-3
Consolidated Statements of
Stockholders' Equity
for the fiscal years 1993, 1992
and 1991 F-4
Consolidated Statements of
Cash Flows for the fiscal years
1993, 1992 and 1991 F-5
Notes to Consolidated Financial F-6-22
Statements
B. The Savings Plan:
Report of Independent Accountants PF-1
Statements of Financial Condition
as of December 31, 1993 and 1992 PF-2-3
3
Pages
-----
Statements of Income and Changes in PF-4-6
Plan Equity for the years ended
December 31, 1993, 1992 and 1991.
Notes to Financial Statements PF-7-15
2. Financial Statement Schedules:
II. Amounts Receivable from Re-
lated Parties and Underwrit-
ers, Promoters, and Employees
Other Than Related Parties for
the fiscal years 1993, 1992,
and 1991 F-23
V. Property, Plant and Equip-
ment for the fiscal years 1993,
1992 and 1991 F-24
VI. Accumulated Depreciation and
Amortization of Property,
Plant and Equipment for the
fiscal years 1993, 1992 and
1991 F-25
VIII. Valuation and Qualifying
Accounts for the fiscal years
1993, 1992 and 1991 F-26
X. Supplementary Income State-
ment Information for the fiscal
years 1993, 1992 and 1991 F-27
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
4
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. 4(a) to Reg. Stmt. No.
33-6359 on Form S-8).
(b) By-laws, as amended (incorp.
by ref. to Ex. 4(b) to fiscal
1990 Form 10-K).
(4) Instruments, defining rights
of security holders, including
indentures:
(a) Credit Agreement dated as of
October 2, 1990, between the
Company and The Chase
Manhattan Bank, N.A.
(incorporated by reference to
Ex. 4.1 to third quarter
fiscal 1990 Form 10-Q).
(b) Credit Agreement dated as of
October 2, 1990, between the
Company and Mellon Bank (East)
PSFS, N.A. (incorp. by ref. to
Ex. 4.2 to third quarter
fiscal 1990 Form 10-Q).
(c) Credit Agreement dated as of
October 2, 1990, between the
Company and Philadelphia
National Bank, incorporated as
CoreStates Bank, N.A. (incorp.
by ref. to Ex. 4.3 to third
quarter fiscal 1990 Form 10-
Q).
(d) Rights Agreement dated as of
August 8, 1990 (including as
Exhibit A thereto the
Designation of Powers,
Preferences, Rights and
5
Qualifications of Preferred
Stock), between the Company
and Mellon Bank (East), N.A.,
as original Rights Agent
(incorp. by ref. to Ex. 4.1 to
August, 1990 Form 8-K) and
Assignment and Assumption
Agreement dated December 2,
1991, with American Stock
Transfer and Trust Company, as
successor Rights Agent
(incorp. by ref. to Ex. 4(d)
to fiscal 1991 Form 10-K).
Miscellaneous long-term debt
instruments and credit
facility agreements of the
Company, under which the
underlying authorized debt is
equal to less than 10% of the
total assets of the Company
and its subsidiaries on a
consolidated basis, may not be
filed as exhibits to 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 between the Iredell
County Industrial Facilities
and Pollution Control
Financing Authority and the
Company (incorp. by ref. to
Ex. 10(d) to fiscal 1988 Form
10-K).
(b) 1978 Stock Option Plan, as
amended, of the Company
(incorp. by ref. to Ex. 28(a)
to Reg. Stat. No. 33-25947 on
Form S-8).**
(c) 1983 Stock Option and Stock
Grant Plan, as amended, of the
Company (incorp. by. ref. to
Ex. 10(c) to fiscal 1992 Form
10-K).**
6
(d) 1993 Stock Option and Stock Grant
Plan of the Company (incorp. by
ref. to Ex. 10(d) to fiscal 1992
Form 10-K).**
(e) 1988 Long-Term Incentive
Compensation Plan of the
Company (incorp. by ref. to
Appendix to 1988 Proxy
Statement).**
(f) 1994 Non-Employee Directors' Stock
Option Plan (incorp. by ref. to Ex.
10(f) to fiscal 1993 Form 10-K).**
(g) Loan and Security Agreement
dated January 31, 1984, as
amended, between the Company
and Ronald J. Naples (incorp.
by ref. to Ex. 10(h) to fiscal
1988 Form 10-K).**
(h) Loan and Security Agreement
dated April 20, 1988 between
the Company and Robert B.
Fritsch (incorp. by ref. to
Ex. 10(i) to fiscal 1988 Form
10-K).**
(i) (1) Form of Change in Control
Agreement between the Company
and various officers of the
Company (incorp. by ref. to
Ex. 10(h) to fiscal 1992 Form
10-K) and (2) list of
executive officers who are
parties (incorp. by ref. to
Ex. 10(i) to fiscal 1993 Form
10-K)**
(j) Employment-Severance Agreement
between the Company and William E.
Chandler (incorp. by ref. to Ex.
10(j) to fiscal 1993 Form 10-K).**
(k) (1) Supplemental Executive Benefits
Plan of the Company, effective
April 16, 1992, and (2) related
Amended and Restated Trust
Agreement, effective February 17,
1993 (incorp. by ref. to Ex. 10(j)
to fiscal 1992 Form 10-K).**
7
(l) Master Agreement dated May 3,
1990 between the Company and
Bunzl Public Limited Company
(incorp. by ref. to Ex. 2(a)
to May 1990 Form 8-K).
(m) Stock Acquisition Agreement
dated May 3, 1990 between Seal
Purchase Corp. and Bunzl
Graphic Arts, Inc. relating to
Seal (incorp. by ref. to Ex
2(b) to May 1990 Form 8-K).
(11) Statement re: computation of
per share earnings (incorp. by
ref. to Ex. 11 to fiscal 1993
Form 10-K).
(21) Subsidiaries (incorp. by ref.
to Ex. 21 to fiscal 1993 Form
10-K).
(23) (a) Consent of Coopers &
Lybrand to incorporation by
reference, in Registration
Statement No.s 33-70660, 33-
25947, 33-6359 and 2-83144 on
Form S-8, of their report on
the consolidated financial
statements and schedules
included in this report
(incorp. by ref. to Ex. 23 to
fiscal 1993 Form 10-K).
(b) Consent of Coopers & Lybrand to
incorporation by reference, in
Registration Statement No. 33-6359 on
Form S-8, of their report on the
financial statements related to the
Savings Plan included with this report
as amended (filed herewith).
* Reference also is made to (i) Articles 5th, 6th, 7th and 8th
of the Company's composite Articles of Incorporation (Ex.
3(a) to this report), and (ii) to Sections 1, 7 and 8 of the
Company's By-laws (Ex. 3 (b) to this report).
** Indicates a management contract or compensatory plan or arrangement.
8
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during
the last quarter of the fiscal year covered by this report.
________________________
SIGNATURES
Pursuant to the requirements of Section 13 of the
Securities Exchange Act of 1934, the registrant has duly caused
this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized.
HUNT MANUFACTURING CO.
Dated: June 28, 1994 By: ______________________________
Robert B. Fritsch
President and
Chief Operating Officer
By: ______________________________
William E. Chandler
Senior Vice President, Finance
(Principal Financial and
Accounting Officer)
9
REPORT OF INDEPENDENT ACCOUNTANTS
To the Savings Plan Administrative Committee of
Hunt Manufacturing Co.:
We have audited the combined financial statements of
the Hunt Manufacturing Co. Savings Plan as listed in Item 14 on
pages 2 and 3. These financial statements are the responsibility
of the Savings Plan Administrative Committee. Our responsibility
is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that we
plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstate-
ment. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial state-
ments. An audit also includes assessing the accounting princi-
ples used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the Hunt Manufacturing Co. Savings Plan
financial statements listed in Item 14 on pages 2 and 3 present
fairly, in all material respects, the combined financial position
of the Hunt Manufacturing Co. Savings Plan as of December 31,
1993 and 1992, and the combined results of their operations for
the years ended December 31, 1993, 1992 and 1991 in conformity
with generally accepted accounting principles.
Our audits were performed for the purpose of forming an
opinion on the basic financial statements taken as a whole. The
Fund Information in the statement of financial condition and the
statement of income and changes plan equity is presented for
purposes of additional analysis rather than to present the
financial condition and income and changes in plan equity of each
fund. The Fund Information has been subjected to the auditing
procedures applied in the audits of the basic financial state-
ments and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
COOPERS & LYBRAND
2400 Eleven Penn Center
Philadelphia, Pennsylvania
June 15, 1994
PF-1
10
HUNT MANUFACTURING CO.
SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
December 31, 1993
Balanced Blended Select Stock Ultra Participant
ASSETS Fund GIC Trust Fund Fund Fund Loans Total
-------- --------- ------ ------ ------ ----------- -----
Investments at fair value (Note 2):
Balance Fund, 113,766 units at
$16.00/unit (cost $1,753,971) $1,820,253 $ 1,820,253
Bankers Trust Pyramid GIC Fund,
1,024,870 units at $1.00/unit
(cost $1,024,870) $1,024,870 1,024,870
Guaranteed Investment Contracts 2,165,318 2,165,318
Select Fund, 60,496 units at
$39.46/unit (cost $2,497,285) $2,387,161 2,387,161
Hunt Manufacturing Co., 159,050
shares at $15.50/share
(cost $2,523,597) $2,465,275 2,465,275
Ultra Fund, 132,795 units at
$21.39/unit (cost $2,410,214) $2,840,474 2,840,474
Participant loans (cost $5,519) $5,519 5,519
Cash - - - 7,890 - - 7,890
Receivables:
Employer's contribution 2,912 4,705 4,647 1,514 5,072 - 18,850
Participant's contribution 12,779 22,577 21,576 7,920 25,414 - 90,266
---------- ---------- --------- ---------- ---------- --------- -----------
Total assets $1,835,944 $3,217,470 $2,413,384 $2,482,599 $2,870,960 $5,519 $12,825,876
========== ========== ========== ========== ========== ========= ===========
LIABILITIES
Payable for employee withdrawals - $ 3,154 - - - - $ 3,154
Plan equity $1,835,944 3,214,316 $2,413,384 $2,482,599 $2,870,960 5,519 12,822,722
---------- ---------- ---------- ---------- ---------- --------- -----------
Total liabilities and
plan equity $1,835,944 $3,217,470 $2,413,384 $2,482,599 $2,870,960 $5,519 $12,825,876
========== ========== ========== ========== ========== ========= ===========
The accompanying notes are an integral part of the financial statements.
PF-2
11
HUNT MANUFACTURING CO.
SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
December 31, 1992
_______
Fixed
Stock Income Equity
ASSETS Fund Fund Fund Total
----- ------ ------ -----
Investments at fair value (Note 2):
Hunt Manufacturing Co., 156,782
shares of common stock
(cost $2,421,734) $2,057,801 - - $2,057,801
Guaranteed Investment Contracts - $4,490,298 - 4,490,298
Cash (702) 888,901 $1,935,405 2,823,604
Receivables:
Employer's contribution 1,957 8,489 1,789 12,235
Participant's contribution 9,286 44,054 10,550 63,890
---------- ---------- ---------- ----------
Total assets $2,068,342 $5,431,742 $1,947,744 $9,447,828
========== ========== ========== ==========
LIABILITIES
Payable for employee withdrawals $ 13,444 $ 26,467$ 12,001$ 51,912
Plan equity 2,054,898 5,405,275 1,935,743 9,395,916
---------- ---------- ---------- ----------
Total liabilities and
plan equity $2,068,342 $5,431,742 $1,947,744 $9,447,828
========== ========== ========== ==========
The accompanying notes are an integral part of the financial statements.
PF-3
12
HUNT MANUFACTURING CO.
SAVINGS PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
for the year ended December 31, 1993
Balanced Blended Select Ultra
ADDITIONS Fund GIC Trust Fund Fund
-------- --------- ------ -----
Additions:
Investment income:
Net appreciation in fair
value of investments $ 58,304 - $ 4,345 $ 412,252
Dividends 48,307 - 363,702 -
Interest - $ 193,226 - -
Contributions:
Participants' 316,174 530,729 426,693 505,300
Employer's 63,110 104,855 88,112 95,340
---------- ---------- ---------- -----------
Total additions 485,895 828,810 882,852 1,012,892
---------- ---------- ---------- -----------
DEDUCTIONS
Deductions:
Benefits paid to participants (72,387) (428,671) (153,685) (96,262)
Forfeitures - (3,174) - -
---------- ---------- ---------- -----------
Total deductions (72,387) (431,845) (153,685) (96,262)
---------- ---------- ---------- -----------
Interfund transfers 1,411,784 2,739,656 1,672,939 1,929,267
---------- ---------- ---------- -----------
Net increase before asset
transfer from the
Seal Products, Inc.
Savings Plan for the
Naugatuck, Connecticut
Bargaining Unit 1,825,292 3,136,621 2,402,106 2,845,897
Transfer of net assets from Seal
Products, Inc. Savings Plan
for the Naugatuck, Connecticut
Bargaining Unit (see Note 7) 10,652 77,695 11,278 25,063
---------- ---------- ---------- -----------
Net increase (decrease) 1,835,944 3,214,316 2,413,384 2,870,960
Plan equity, January 1, 1993 - - - -
---------- ---------- ---------- -----------
Plan equity, December 31, 1993 $1,835,944 $3,214,316 $2,413,384 $2,870,960
========== ========== ========== ==========
Continued
13
HUNT MANUFACTURING CO.
SAVINGS PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
for the year ended December 31, 1993
Continued
Stock Income Equity Participant
ADDITIONS Fund Fund Fund Loans Combined
----- ------ ------- ------------ --------
Additions:
Investment income:
Net appreciation in fair
value of investment $ 318,396 - - - $ 793,297
Dividends 57,200 - - - 469,209
Interest - - - $525 193,751
Contributions:
Participants' 206,041 - - - 1,984,937
Employer's 336,541 - - - 687,958
---------- ---------- ---------- ------ -----------
Total additions 918,178 - - 525 4,129,152
---------- ---------- ---------- ------ -----------
DEDUCTIONS
Deductions:
Benefits paid to participants (73,481) - - - (824,486)
Forfeitures - - - - (3,174)
---------- ---------- ---------- ------ -----------
Total deductions (73,481) - - - (827,660)
---------- ---------- ---------- ------ -----------
Interfund transfers (417,622) (5,405,275) (1,935,743) 4,994 -
---------- ---------- ---------- ------ -----------
Net increase before asset
transfer from the
Seal Products, Inc.
Savings Plan for the
Naugatuck, Connecticut
Bargaining Unit 427,075 (5,405,275) (1,935,743) 5,519 3,301,492
Transfer of net assets from Seal
Products, Inc. Savings Plan
for the Naugatuck, Connecticut
Bargaining Unit (see Note 7) 626 - - - 125,314
---------- ---------- ---------- ------ -----------
Net increase (decrease) 427,701 (5,405,275) (1,935,743) 5,519 3,426,806
Plan equity, January 1, 1993 2,054,898 5,405,275 1,935,743 - 9,395,916
---------- ---------- ---------- ------ -----------
Plan equity, December 31, 1993 $2,482,599 - - $5,519 $12,822,722
========== ========== ========== ====== ===========
The accompanying notes are an integral part of the financial statements.
PF-4
14
HUNT MANUFACTURING CO.
SAVINGS PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
for the year ended December 31, 1992
_______
Fixed
Stock Income Equity
Fund Fund Fund Total
------ ------ ------ -----
ADDITIONS
Additions:
Investment income:
Dividends $ 38,215 - $ 29,124 $ 67,339
Interest 2,772 $ 346,914 388 350,074
Net appreciation in market
value of investments - - 72,217 72,217
Contributions:
Participants' 225,275 824,889 292,301 1,342,465
Employer's 336,894 186,235 71,418 594,547
---------- ---------- ---------- ----------
Total additions 603,156 1,358,038 465,448 2,426,642
---------- ---------- ---------- ----------
DEDUCTIONS
Deductions:
Benefits paid to participants (118,573) (372,434) (79,241) (570,248)
Forfeitures (228) (3,303) (1,516) (5,047)
Net depreciation in market
value of investments (279,259) - - (279,259)
---------- ---------- ---------- ----------
Total deductions (398,060) (375,737) (80,757) (854,554)
---------- ---------- ---------- ----------
Interfund transfers 18,956 (199,498) 180,542 -
---------- ---------- ---------- ----------
Net increase 224,052 782,803 565,233 1,572,088
Plan equity, January 1, 1992 1,830,846 4,622,472 1,370,510 7,823,828
---------- ---------- ---------- ----------
Plan equity, December 31, 1992 $2,054,898 $5,405,275 $1,935,743 $9,395,916
========== ========== ========== ==========
The accompanying notes are an integral part of the financial statements.
PF-5
15
HUNT MANUFACTURING CO.
SAVINGS PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
for the year ended December 31, 1991
_______
Fixed
Stock Income Equity
Fund Fund Fund Total
------ ------ ------ -----
ADDITIONS
Additions:
Investment income:
Dividends $ 38,556 - $ 28,082 $ 66,638
Interest 1,369 $ 19,002 16,999 337,370
Net appreciation in market
value of investments 239,412 - 300,425 539,837
Contributions:
Participants 194,141 850,370 192,252 1,236,763
Employer's 309,709 218,308 37,631 565,648
---------- ---------- ---------- ----------
Total additions 783,187 1,387,680 575,389 2,746,256
---------- ---------- ---------- ----------
DEDUCTIONS
Deductions:
Benefits paid to participants (94,213) (260,601) (25,561) (380,375)
Forfeitures (1,594) (3,602) (781) (5,977)
---------- ---------- ---------- ----------
Total deductions (95,807) (264,203) (26,342) (386,352)
---------- ---------- ---------- ----------
Interfund transfers 55,474 144,758 (200,232) -
---------- ---------- ---------- ----------
Net increase before asset
transfer from the Seal
Products, Inc. Retirement
Savings Plan 742,854 1,268,235 348,815 2,359,904
Transfer of net assets from Seal
Products, Inc. Retirement
Savings Plan (see Note 6) - 190,673 81,732 272,405
---------- ---------- ---------- ----------
Net increase 742,854 1,458,908 430,547 2,632,309
Plan equity, January 1, 1991 1,087,992 3,163,564 939,963 5,191,519
---------- ---------- ---------- ----------
Plan equity, December 31, 1991 $1,830,846 $4,622,472 $1,370,510 $7,823,828
========== ========== ========== ==========
The accompanying notes are an integral part of the financial statements.
PF-6
16
HUNT MANUFACTURING CO.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
_______
1. Description of Plan:
The following description of the Hunt Manufacturing Co. Savings
Plan (Plan) provides only general information. Participants
should refer to the Plan agreement and the summary plan
description for a more complete description of the Plan's
provisions.
General:
The Plan is a defined contribution plan which provides individual
accounts for each participant. The Plan is designed to comply
with the requirements of the Employee Retirement Income Security
Act of 1974, as amended (ERISA) and with the requirements of
Sections 401(a) and 401(k) of the Internal Revenue Code of 1986,
as amended (Code).
Eligibility and Participation:
Generally, all active associates (i. e., employees including
officers) of Hunt Manufacturing Co. (Company) and of any other
participating company, other than leased employees, non-resident
aliens, 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 programs who assume temporary employment
with a participating company during the summer months, associates
who are hired for a specific length of time of no more than 18
consecutive months, 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 eligible to participate in
the Plan upon meeting the applicable service requirements. Non-
bargaining unit associates of Seal Products Incorporated became
eligible to participate in the Plan effective January 1, 1991.
Bargaining unit employees of Seal Products Incorporated became
eligible to participate in the Plan effective January 1, 1993 as a
result of the merger into the Plan of the Seal Products
Incorporated Savings Plan for the Naugatuck, Connecticut
Bargaining Unit effective January 1, 1993.
Eligible associates who have completed at least one year of
service as of January 1, April 1, July 1, or October 1 (before
January 1, 1993) are eligible to participate in the Associate Pre-
Tax Contribution and Matching Contribution portions of the Plan
and eligible associates other than certain officers and directors
who have completed at least two consecutive years of service, as
of December 1, are eligible for participation in the Basic
Contribution portion of the Plan provided such eligible associate
is employed by a participating company on December 1 of the plan
year for which the Basic Contribution is being made.
Continued
PF-7
17
NOTES TO FINANCIAL STATEMENTS, Continued
_______
1. Description of Plan, continued:
Contributions:
Contributions to the Plan are made by the Company and other
participating companies on their own behalf, and in the case of
Associate Pre-Tax Contributions, on behalf of the participants whose
salaries have been reduced. Subject to the limitations of the Plan and
the Code, participants may authorize the Company and other
participating companies to withhold each year up to 15% (prior to
January 1, 1993 the limit was 10%) of their annual pre-tax compensation
(i. e., compensation excluding taxable employee benefits of any kind
but including Associate Pre-Tax Contributions and participant salary
reduction contributions to a cafeteria plan under Section 125 of the
Code) for Associate Pre-Tax Contributions to the Plan but not to exceed
$8,994, as adjusted ($9,240 for 1994). The Company, and other
participating companies, in turn, will make Matching Contributions on
behalf of participants equal to $.25 for each $1.00 of Associate Pre-
Tax Contributions up to 6% of the participant's pre-tax compensation
for each year subject to the limitations of the Plan and the Code.
The Company also may make an annual Basic Contribution of up to 1% of
the base rate of pay (90% of the base rate of pay of salesmen, 100% of
the base rate of pay for other associates) on behalf of eligible
associates, except for certain officers and directors, whether or not
such associates make contributions to the Plan. The associate's base
rate of pay is the associate's annual compensation determined as of
June 1 of any plan year, excluding overtime, bonuses, cash awards and
stock awards under the Company's Long-Term Incentive Plan, and taxable
employee benefits of any kind but including Associate Pre-Tax
Contributions and participant salary reduction contributions to a
cafeteria plan under Section 125 of the Code. In no event may the
annual compensation of any participant taken into account under the
Plan exceed $235,840 ($150,000 effective January 1, 1994) as adjusted.
Such Basic Contributions can only be invested in the Stock Fund and are
nontransferable to other funds. In order to receive a Basic
Contribution for a given plan year, a participant must be employed by a
participating company on December 1 of such plan year.
Associate Pre-Tax Contributions are contributed to the Plan within 30
days following the pay period or 30 days following the end of the plan
year for which such contributions are being made, whichever is earlier,
and Matching Contributions and Basic Contributions are contributed to
the Plan no later than the due date, including any extensions, for the
filing of the Company's federal tax return for the taxable year which
includes the last day of the plan year for which such contributions are
being made. Participants may also make rollover contributions to the
Plan of qualifying distributions from other qualified plans.
Vesting:
A participant's Associate Pre-Tax Contributions (and the earnings
thereon) and Basic Contributions (and the earnings thereon) are always
100% vested and nonforfeitable.
Continued
PF-8
18
NOTES TO FINANCIAL STATEMENTS, Continued
_______
1. Description of Plan, continued:
Vesting, 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 (and the earnings less any losses thereon) allocated
to such participant's accounts becomes vested in the participant
(or in such participant's successor in the event of death) and is
nonforfeitable. Prior to the occurrence of such an event, the
value of the Matching Contributions (and the earnings less any
losses thereon) will vest in a participant, based on such
participant's years of service for vesting (years in which a
participant completes 1,000 or more hours of service commencing
with the date of hire), as indicated in the following table:
Less than 1 year 0%
1 year 20%
2 years 40%
3 years 60%
4 years 80%
5 years or more 100%
If a participant terminates employment for reasons other than
death, total disability or retirement, the person is not fully
vested and the present value of his or her vested account balance
does not exceed $3,500, or if it does exceed $3,500, his or her
vested account balance is distributed to such separated
participant, the participant forfeits the nonvested balance in his
or her account upon distribution of his or her entire vested
account balance. In such case, if the participant is re-employed,
he or she may repay the amount distributed to him or her before he
or she incurs five consecutive one-year breaks in service, and his
or her account will be restored. If the terminated participant's
vested account balance exceeds $3,500 and such participant does
not consent to the immediate distribution of his or her vested
account balance, the participant tentatively forfeits the
nonvested balance upon his or her separation from service. If the
participant is re-employed before incurring five consecutive one-
year breaks in service, his or her account will be restored.
Withdrawals and Distributions:
Distributions are made according to the vested interest to which
participants are entitled upon retirement, termination, death or
disability. Upon retirement, 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. Otherwise, withdrawals before termination of employment
are allowed only in cases of hardship as determined in accordance
with the terms of the Plan.
Continued
PF-9
19
NOTES TO FINANCIAL STATEMENTS, Continued
_______
1. Description of Plan, continued:
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 restore forfeitures
and then to reduce Matching Contributions to the Plan.
Plan Amendment and Termination:
Although it has not expressed any intent to do so, the
Company has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan. In the
event of Plan termination, the net assets of the Plan will be
distributed to Plan participants and beneficiaries in
proportion to their respective account balances, which will
be fully vested as a result of such termination. The Company
may also amend the Plan at any time, subject to certain
restrictions.
2. Summary of Significant Accounting Policies:
Investment Valuation:
The common stock of Hunt Manufacturing Co. is stated at fair
value, which represents the closing price of the stock as
listed on the New York Stock Exchange on the last trading day
of the plan year. Investments in the Twentieth Century
Investors, Inc., Balanced, Bankers Trust Pyramid GIC, Select,
and Ultra Funds are stated at the unit value published as of
the end of the plan year. The Blended GIC Trust at
December 31, 1993 and Fixed Income Fund at December 31, 1992
includes Guaranteed Investment Contracts which are stated at
cost plus accrued interest. Based on available information
at December 31, 1993 and 1992, the Company believes that the
fair value of the Guaranteed Investment Contracts are not
significantly different from cost plus accrued interest.
Investments in the Equity Fund are stated at the unit value
published by the fund as of the end of the plan year.
Continued
PF-10
20
NOTES TO FINANCIAL STATEMENTS, Continued
_______
2. Summary of Significant Accounting Policies, continued:
Investment Income:
Dividend income is recorded on the ex dividend date. Income
from other investments is recorded as earned on the accrual
basis.
Purchases and sales of securities are reflected on a trade-
date basis. Gain or loss on sales of securities is based on
average cost.
The Plan presents in the statements of income and changes in equity
the net appreciation (depreciation) in the fair market value
of its investments which consists of the realized gains or
losses and the unrealized appreciation (depreciation) on
those investments.
Plan Expenses:
Administrative expenses of the Plan and brokerage fees
relating to purchases within the Stock Fund are paid by the
Company.
3. Investment Program:
Contributions to the Plan are invested, as directed by the
participants, in the following funds as described below:
(1) Balanced Fund - a fund that uses common stocks and
fixed income securities to provide growth opportunities
as well as income. The Fund has approximately 60% of
its assets in growth stocks and the remainder in fixed
income securities. The fixed income portion of the
fund is invested in a diversified portfolio of
investment-grade bonds with an average weighted
portfolio maturity of three to ten years.
(2) Blended GIC Trust - is a fixed income fund made up of
two different parts. The first part consists of
individual Guaranteed Investment Contracts (GIC's)
previously purchased by the plan. The second part
consists of all new investments which are made in the
Bankers Trust Pyramid GIC Fund. The Bankers Trust
Pyramid GIC Fund invests primarily in guaranteed
investment contracts issued by major financial
institutions,including banks and life insurance
companies.
Continued
PF-11
21
NOTES TO FINANCIAL STATEMENTS, Continued
_______
3. Investment Program, continued:
The Blended GIC Trust is a conservative fixed income
fund in which principal is protected from market vola-
tility. By retaining the individual GIC's and invest-
ing in the Bankers Trust Pyramid GIC Fund, the Blended
GIC Trust attempts to provide yields that are higher
than money market funds and certificates of deposit, as
well as to provide a relatively predictable annual
return. The annual interest rates are as follows:
Net Effective
Time of Deposit Annual Interest Rate
--------------- --------------------
Funds deposited during 1993 Principally,
7.42% to 9.10%
through 1994
(3) Select Fund - a fund that invests only in stocks that
pay dividends. Securities are chosen primarily for
their growth potential, however, and return from in-
vestment income may not be significant.
(4) Ultra Fund - a fund that seeks capital growth over
time by investing in companies with accelerating
growth trends.
(5) Stock Fund - a fund consisting of common stock of
Hunt Manufacturing Co. purchased in the open market,
or directly from the Company.
(6) Fixed Income Fund - a fund consisting of Guaranteed
Investment Contracts with the John Hancock Mutual
Life Insurance Company, the Metropolitan Life
Insurance Company, the New England Mutual Life
Insurance Company and the Sun Life Insurance Company
of America (1991) under which an annual fixed rate of
interest is paid, net of administrative expenses, for
a specified period of time in accordance with the
terms of the agreement. The fixed annual interest
rates are as follows:
Net Effective
Time of Deposit Annual Interest Rate
--------------- --------------------
Funds deposited during 1992 5.81% through 1992
Funds deposited during 1991 8.74% through 1992
Funds deposited during 1990 8.35% through 1992
Funds deposited during 1989 8.96% through 1991
Continued
PF-12
22
NOTES TO FINANCIAL STATEMENTS, Continued
_______
3. Investment Program, continued:
(7) Equity Fund - a fund consisting primarily of invest-
ments in common and preferred stocks.
There were 1,354 and 1,348 Plan participants at December 31,
1993 and 1992, respectively, who participated in one or more
of the investment funds. At December 31, 1993 and 1992, the
number of participants selecting each of the investment funds
for their contributions was as follows:
1993 1992
---- ----
Stock Fund 1,233 1,255
Capital Preservation Fund 626 -
Balanced Fund 382 -
Select Fund 602 -
Ultra Fund 559 -
Fixed Income Fund - 953
Equity Fund - 349
4. Participant Loans:
Participants who are members of the Seal Bargaining unit may
borrow from their fund accounts a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50 percent of their
account balance. Loan transactions are treated as a transfer
to (from) the investment fund from (to) the Participant Loans
fund.
The period of repayment usually does not exceed five years.
However, a loan used for the purpose of acquiring the
principal residence of the Participant may exceed five years.
Loans are required to be repaid in equal periodic
installments of principal and interest, payable no less
frequently than quarterly during each twelve-month period
beginning with the date of the loan and each anniversary.
Loans are required to be collateralized by an assignment of a
portion of the participant's interest in his accrued benefit
attributable to employer contributions equal to the principal
amount of the loan, and supported by the participant's
secured promissory note. The Plan Administrator determines
the interest rate on the basis of prevailing interest rates.
Participant loans mature June 4, 1994 to July 15, 1996 and
bear interest at 7% to 11% at December 31, 1993.
Continued
PF-13
23
NOTES TO FINANCIAL STATEMENTS, Continued
_______
5. Tax Status:
The Plan obtained its latest determination from the Internal
Revenue Service by letter dated September 15, 1988, in which
the Internal Revenue Service stated that the Plan, in form,
was in compliance with the applicable requirements of the
Internal Revenue Code. The plan has been amended since
receiving the determination letter. However, the Plan's tax
counsel believes that the Plan, in form, complies with the
requirements of the Internal Revenue Code, as currently in
effect, and the Plan administrator believes that the Plan,
both in form and operation, is in compliance with the
applicable requirements of the Internal Revenue Code.
Therefore, no provision for income taxes has been included in
the Plan's financial statements.
6. Guaranteed Investment Contracts:
The cost and fair value of Guaranteed Investment Contracts
held by the Plan at December 31, 1993 and 1992 are as
follows:
1993 1992
---------------------- ----------------------
Fair Fair
Cost Value Cost Value
---- ----- ---- -----
John Hancock Mutual Life
Insurance Co. Guaranteed
Investment Contract* - - $2,445,236 $2,445,236
Metropolitan Life
Insurance Co. Guaranteed
Investment Contract* $2,070,573 $2,070,573 1,906,384 1,906,384
New England Mutual
Life Insurance Co.
Guaranteed Investment
Contracts 94,745 94,745 138,678 138,678
---------- ---------- ---------- ----------
$2,165,318 $2,165,318 $4,490,298 $4,490,298
========== ========== ========== ==========
*These individual investments represent 5% or more of the Plan's
net assets available for benefits.
Continued
PF-14
24
NOTES TO FINANCIAL STATEMENTS, Continued
_______
7. Transfers of Net Assets to Plan:
Effective January 1, 1993, certain employees of the Seal
Products Incorporated Savings Plan for the Naugatuck,
Connecticut Bargaining Unit became eligible to join the Plan.
Accordingly, net assets attributable to the account balances
of the eligible employees who participated in the Seal
Products Incorporated Savings Plan for the Naugatuck,
Connecticut Bargaining Unit prior to January 1, 1993 were
transferred to the Plan. The net amount transferred,
$125,314, represented the account balances of eligible
employees as of December 31, 1992.
On January 1, 1991, certain employees of the Seal Products,
Incorporated Retirement Savings Plan became eligible to join
the Plan. Accordingly, net assets attributable to the
account balances of the eligible employees who participated
in the Seal Products, Incorporated Retirement Savings Plan
prior to January 1, 1991 were transferred to the Plan during
1991. The net amount transferred, $279,730, represented the
account balances of eligible employees as of December 31,
1990 plus interest of $7,325 earned through the date of
transfer.
8. Change of Investment Manager, Recordkeeper, and Trustee:
Effective January 1, 1993, the Company engaged Twentieth
Century Services, Inc. as investment manager and recordkeeper
of the Plan. Accordingly, net assets attributable to the
account balances of eligible employees who participated in
the Hunt Savings Plan as of December 31, 1992 were
transferred to account balances held in trust by Twentieth
Century Services, Inc. For a description of the funds
offered by Twentieth Century Services, Inc. see Note 3. In
connection with the change to Twentieth Century Services,
Inc., United States Trust Company of New York became
successor Trustee to the Plan.
PF-15