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 27, 1994 No. 1-8044
HUNT MANUFACTURING CO.
(Registrant)
Pennsylvania 21-0481254
- ---------------------------------- ---------------------------------
(State of incorporation) (IRS Employer Identification No.)
One Commerce Square
2005 Market Street
Philadelphia, PA 19103-7085
- -------------------------------- --------------------------------
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (215)656-0300
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class: on which registered:
-------------------- ------------------------
Common Shares, par value $.10 per share New York Stock Exchange
Rights to Purchase Series A Junior New York Stock Exchange
Participating Preferred Stock
Securities registered pursuant to Section 12(g) of the Act: None
The registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes X No
----- -----
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,
1995 was approximately $177,000,000. (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, 1995 was 16,146,553.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the registrant's 1995 definitive proxy
statement relating to its April 1995 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 1994 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 27, 1994 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,
1994. 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
1994, 1993 and 1992 F-2
Consolidated Balance Sheets,
November 27, 1994 and
November 28, 1993 F-3
Consolidated Statements of
Stockholders' Equity
for the fiscal years 1994, 1993
and 1992 F-4
Consolidated Statements of
Cash Flows for the fiscal years
1994, 1993 and 1992 F-5
Notes to Consolidated Financial F-6-27
Statements
B. The Savings Plan:
Report of Independent Accountants PF-1
3
Pages
-----
Statements of Financial Condition
as of December 31, 1994 and 1993 PF-2-3
Statements of Income and Changes in
Plan Equity for the years ended
December 31, 1994, 1993 and 1992 PF-4-6
Notes to Financial Statements PF-7-15
2. Financial Statement Schedules:
II. Valuation and Qualifying
Accounts for the fiscal years
1994, 1993 and 1992 F-28
All other schedules not listed above have been omitted,
since they are not applicable or are not required, or
because the required information is included in the
consolidated financial statements or notes thereto.
Individual financial statements of the Company have been
omitted, since the Company is primarily an operating
company and any subsidiary companies included in the
consolidated financial statements are directly or
indirectly wholly-owned and are not indebted to any
person, other than the parent or the consolidated
subsidiaries, in an amount which is material in relation
to total consolidated assets at the date of the latest
balance sheet filed, except indebtedness incurred in the
ordinary course of business which is not overdue and
which matures in one year.
3. Exhibits:
(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. 33-57105 on
Form S-8) (reference also is made to
Exhibit 4(d) below for the Designation of
Powers, Preferences, Rights and
Qualifications of Preferred Stock).
4
(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 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.
5
(10) Material contracts:
(a) Lease Agreement dated June 1, 1979 and
First Supplemental Lease Agreement dated
as of July 31, 1994 between the Iredell
County Industrial Facilities and Pollution
Control Financing Authority and the
Company (incorp. by ref. to Ex. 10(a) to
fiscal 1994 Form 10-K).
(b) 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).**
(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 Ex.
10(e) to fiscal 1994 Form 10-K).**
(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(g) to fiscal 1994 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(h) to
fiscal 1994 Form 10-K).**
6
(i) (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 (incorp. by ref.
to Ex. 10(i) to fiscal 1994 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).**
(l) Master Agreement dated May 3, 1990 between
the Company and Bunzl plc (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 1994 Form 10-K).
(21) Subsidiaries (incorp. by ref. to Ex. 21 to
fiscal 1993 Form 10-K).
(23) (a) Consent of Coopers & Lybrand L.L.P. to
incorporation by reference, in Registration
Statement No.s 33-70660, 33-25947, 33-6359,
2-83144, 33-57105 and 33-57103 on Form S-8, of their
report on the consolidated financial statements and
schedules included in this report (incorp. by ref.
to Ex. 23 to fiscal 1994 Form 10-K).
(b) Consent of Coopers & Lybrand, L.L.P. to
incorporation by reference, in Registration
Statement Nos. 33-6359 and 33-57103 on Form
S-8, of their report on the financial statements
related to the Savings Plan included with this
report as amended (filed herewith).
7
(27) Financial Data Schedule (incorp. by ref. to Ex. 27
to Fiscal 1994 Form 10-K).
- -----------------
* Reference also is made to (i) Articles 5th, 6th, 7th and 8th of the
Company's composite Articles of Incorporation (Ex. 3(a) to this report),
and (ii) to Sections 1, 7 and 8 of the Company's By-laws (Ex. 3 (b) to
this report).
** Indicates a management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K
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 29, 1995 By:
--------------------------------------
Robert B. Fritsch
President and Chief Executive Officer
By:
--------------------------------------
William E. Chandler
Senior Vice President, Finance
(Principal Financial and
Accounting Officer)
8
REPORT OF INDEPENDANT 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 Adminis-
trative Committee. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the 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, 1994 and 1993, and the combined results of
their operations for the years ended December 31, 1994, 1993 and 1992 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 in
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 statements and, in our opinion,
is fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
COOPERS & LYBRAND, LLP
2400 Eleven Penn Center
Philadelphia, Pennsylvania
June 14, 1995
PF-1
9
HUNT MANUFACTURING CO.
SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
December 31, 1994
Non-
Participant
Participant Directed Directed
---------------------------------------------------------------------- ------------
Balanced Blended Select Ultra Stock Participant Stock
ASSETS Fund GIC Trust Fund Fund Fund Loans Fund Total
--------- --------- ------ ----- ----- ----------- ----- -----
Investments at fair value (Note 2):
Balanced Fund, 119,852 units at
$15.27/unit (cost $1,857,046) $1,830,133 $ 1,830,133
Bankers Trust Pyramid GIC Fund
3,873,304 units at $1.00/
unit (cost $3,873,304) $3,873,304 3,873,304
Guaranteed Investment Contracts 101,022 101,022
Select Fund, 75,607 units at
$33.10/unit (cost $3,007,613) $2,502,585 2,502,585
Hunt Manufacturing Co., 199,123
shares at $13.50/share
(cost $3,097,122) $1,308,067 $1,380,098 2,688,165
Ultra Fund, 165,147 units at
$19.95/unit (cost $3,109,808) $3,294,681 3,294,681
Participant loans (cost $0) $13,057 13,057
Cash 29,936 -- 29,936
Receivables:
Employer's contribution 4,363 6,662 6,790 8,594 2,978 -- 29,387
Participants' contribution 21,498 31,651 32,304 41,060 17,582 -- 144,095
Interest -- 15,039 -- -- -- -- 15,039
---------- ---------- ---------- --------- ---------- ------- ---------- -----------
Total assets $1,855,994 $4,027,678 $2,541,679 $3,344,335 $1,358,563 $13,057 $1,380,098 $14,521,404
========== ========== ========== ========== ========== ======= ========== ===========
LIABILITIES -- -- -- -- -- -- --
EQUITY
Plan equity $1,855,994 4,027,678 2,541,679 $3,344,335 1,358,563 13,057 1,380,098 14,521,404
---------- ---------- ---------- --------- ---------- ------- ---------- -----------
Total liabilities & plan equity $1,855,994 $4,027,678 $2,541,679 $3,344,335 $1,358,563 $13,057 $1,380,098 $14,521,404
========== ========== ========== ========= ========== ======= ========== ===========
The accompanying notes are an integral part of the financial statements.
PF-2
10
HUNT MANUFACTURING CO.
SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
December 31, 1993
Non-
Participant
Participant Directed Directed
---------------------------------------------------------------------- ------------
Balanced Blended Select Stock Ultra Participant Stock
ASSETS Fund GIC Trust Fund Fund Fund Loans Fund Total
--------- --------- ------ ----- ----- ----------- ----- -----
Investments at fair value (Note 2):
Balanced 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) $1,137,359 $1,327,916 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 $0) $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
Participants' contribution 12,779 22,577 21,576 7,920 25,414 -- -- 90,266
---------- ---------- ---------- ---------- ---------- ------ ---------- -----------
Total assets $1,835,944 $3,217,470 $2,413,384 $1,154,683 $2,870,960 $5,519 $1,327,916 $12,825,876
========== ========== ========== ========== ========== ====== ========== ===========
LIABILITIES
Payable for employee withdrawals -- 3,154 -- -- -- -- $ 3,154
EQUITY
Plan equity 1,835,944 3,214,316 2,413,384 1,154,683 2,870,960 5,519 1,327,916 12,822,722
---------- ---------- ---------- ---------- ---------- ------ ---------- -----------
Total liabilities and plan
equity $1,835,944 $3,217,470 $2,413,384 $1,154,683 $2,870,960 $5,519 $1,327,916 $12,825,876
========== ========== ========== ========== ========== ====== ========== ===========
The accompanying notes are an integral part of the financial statements.
PF-3
11
HUNT MANUFACTURING CO.
SAVINGS PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
for the year ended December 31, 1994
Non-
Participant
Participant Directed Directed
---------------------------------------------------------------------- ------------
Balanced Blended Select Ultra Stock Participant Stock
ADDITIONS Fund GIC Trust Fund Fund Fund Loans Fund Combined
--------- --------- ------ ----- ----- ----------- ----- --------
Additions:
Investment income:
Dividends $ 81,007 -- $ 217,365 $ 102,719 $ 29,828 -- $ 35,079 $ 465,998
Interest - $ 298,043 -- -- -- $ 748 -- 298,791
Contributions:
Participants' 309,396 519,093 492,066 619,828 213,602 -- 2,153,985
Employer's 59,081 103,808 97,485 115,132 37,003 -- 309,064 721,573
---------- ---------- --------- ---------- ---------- ------ --------- ----------
Total additions 449,484 920,944 806,916 837,679 280,433 748 344,143 3,640,347
---------- ---------- --------- ---------- ---------- ------ --------- ----------
DEDUCTIONS
Deductions:
Benefits paid to participants (84,315) (286,395) (149,565) (152,833) (73,642) -- (51,751) (798,501)
Net depreciation in fair value
of investments (79,401) -- (427,401) (210,578) (181,118) -- (240,210) (1,138,708)
Forfeitures -- (4,456) -- -- -- -- -- (4,456)
---------- ---------- --------- ---------- ---------- ------ --------- ----------
Total deductions (163,716) (290,851) (576,966) (363,411) (254,760) -- (291,961) (1,941,665)
---------- ---------- --------- ---------- ---------- ------ --------- ----------
Interfund transfers (265,718) 183,269 (101,655) (893) 178,207 6,790 -- --
---------- ---------- --------- ---------- ---------- ------ --------- ----------
Net increase 20,050 813,362 128,295 473,375 203,880 7,538 52,182 1,698,682
Plan equity January 1, 1994 1,835,944 3,214,316 2,413,384 2,870,960 1,154,683 5,519 1,327,916 12,822,722
---------- ---------- --------- ---------- ---------- ------ --------- ----------
Plan equity December 31, 1994 $1,855,994 $4,027,678 $2,541,679 $3,344,335 $1,358,563 $13,057 $1,380,098 $14,521,404
========== ========== ========== ========== ========== ======= ========== ===========
The accompanying notes are an integral part of the financial statements.
PF-4
12
HUNT MANUFACTURING CO.
SAVINGS PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
for the year ended December 31, 1993
Participant Directed
------------------------------------------------------------------------------------------------
Balanced Blended Select Ultra Stock Equity Income Participant
Fund GIC Trust Fund Fund Fund Fund Fund Loans
--------- --------- ------ ----- ------ ------ ----- -----------
ADDITIONS
Additions:
Investment income:
Net appreciation in fair
value of investments $ 58,304 -- $ 4,345 $ 412,252 $ 142,225 -- -- --
Dividends 48,307 -- 363,702 -- 28,395 -- -- --
Interest -- $ 193,226 -- -- -- -- -- $ 525
Contributions:
Participants' 316,174 530,729 426,693 505,300 206,041 -- -- --
Employer's 63,110 104,855 88,112 95,340 35,938 -- -- --
---------- ---------- ---------- ---------- ----------- --------- --------- ------
Total additions 485,895 828,810 882,852 1,012,892 412,599 -- -- 525
---------- ---------- ---------- ---------- ----------- --------- --------- ------
DEDUCTIONS
Deductions:
Benefits paid to participants (72,387) (428,671) (153,685) (96,262) (9,656) -- -- --
Forfeitures -- (3,174) -- -- -- -- -- --
---------- ---------- ---------- ---------- ----------- --------- --------- ------
Total deductions (72,387) (431,845) (153,685) (96,262) (9,656) -- -- --
---------- ---------- ---------- ---------- ----------- --------- --------- ------
Interfund transfers 1,411,784 2,739,656 1,672,939 1,929,267 (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 1,825,292 3,136,621 2,402,106 2,845,897 (14,679) (5,405,275) (1,935,743) 5,519
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 25,063 626 -- -- --
---------- ---------- ---------- ---------- ----------- --------- --------- ------
Net increase (decrease) 1,835,944 3,214,316 2,413,384 2,870,960 (14,053) (5,405,275) (1,935,743) 5,519
Plan equity, January 1, 1993 -- -- -- -- 1,168,736 5,405,275 1,935,743 --
---------- ---------- ---------- ---------- ----------- --------- --------- ------
Plan equity, December 31, 1993 $1,835,944 $3,214,316 $2,413,384 $2,870,960 $1,154,683 -- -- $5,519
========== ========== ========== ========== ========== ========= ========= ======
(continued)
13
Non-
Participant
Directed
------------
Stock
Fund Combined
----- --------
ADDITIONS
Additions:
Investment income:
Net appreciation in fair
value of investments $ 176,171 $ 793,297
Dividends 28,805 469,209
Interest -- 193,751
Contributions:
Participants' -- 1,984,937
Employer's 300,603 687,958
---------- -----------
Total additions 505,579 4,129,152
---------- -----------
DEDUCTIONS
Deductions:
Benefits paid to participants (63,825) (824,486)
Forfeitures -- (3,174)
---------- -----------
Total deductions (63,825) (827,660)
---------- -----------
Interfund transfers -- --
---------- -----------
Net increase before asset
transfer from the
Seal Products, Inc.
Savings Plan for the
Naugatuck, Connecticut
Bargaining Unit 441,754 3,301,492
Transfer of net assets from Seal
Products, Inc. Savings Plan
for the Naugatuck, Connecticut
Bargaining Unit (see Note 7) -- 125,314
---------- -----------
Net increase (decrease) $ 441,754 3,426,806
Plan equity, January 1, 1993 886,162 9,395,916
---------- -----------
Plan equity, December 31, 1993 $1,327,916 $12,822,722
========== ===========
The accompanying notes are an integral part of the financial statements.
PF-5
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-6
15
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
are eligible to participate in the Plan upon meeting the applicable
service requirements. Leased employees, non-resident aliens, and
associates who are covered by a collective bargaining agreement to which
the Company or any participating company is a part (unless the collective
bargaining agreement specifically or otherwise provides) are not eligible
to participate in the Plan. Associates who work in full-time, temporary
positions as part of an undergraduate or graduate degree program, college
students enrolled in a degree program or high school graduates
matriculating in a degree program who assume temporary employment with a
participating company during the summer months, and associates who are
hired for a specific length of time of no more than 18 consecutive months
are eligible to participate in the Plan, but only if such associates
complete a minimum of 1,000 hours of service during the plan year.
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
any January 1, April 1, July 1, or October 1 are eligible to participate
in the Associate Pre-Tax Contribution and Matching Contribution portions
of the Plan; and eligible associates other than certain officers and
directors who have completed at least two consecutive years of service,
as of any December 1, are eligible for participation in the Basic
Contribution portion of the Plan provided such eligible associate is
employed by a participating company on December 1 of the plan year for
which the Basic Contribution is being made.
Continued
PF-7
16
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 a Code limit adjusted
annually for inflation ($8,994 for 1993, $9,240 for 1994). The Company,
and other participating companies, in turn, will make Matching Contribu-
tions 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 a Code limit adjusted annually for
inflation ($235,840 for 1993, $150,000 for 1994). Such Basic Contributions
can only be invested in the Stock Fund and are not transferable to other
funds. In order to receive a Basic Contribution for a given plan year, a
participant must be employed by a participating company on December 1 of
such plan year.
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
17
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 forfeits the nonvested balance upon his or her incurring five
consecutive one-year breaks in service.
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
18
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, 1994 and 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, 1994,
1993 and 1992, the Company believes that the fair value of the Guaranteed
Investment Contracts is 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.
Payment of Benefits:
Benefits are recorded when paid.
Continued
PF-10
19
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. Effective
January 1, 1995, brokerage fees relating to purchases within the Stock
Fund will be paid from the account of the participant to which such
purchase relates.
3. Investment Program:
Contributions to the Plan are invested, as directed by the participants
(except for Basic Contributions which are invested in the Stock Fund), in
the following funds as described below:
(1) Balanced Fund - a fund that uses common stocks and fixed income
securities to provide growth opportunities as well as income. The
Fund has approximately 60% of its assets in growth stocks and the
remainder in fixed income securities. The fixed income portion of
the fund is invested in a diversified portfolio of investment-grade
bonds with an average weighted portfolio maturity of three to ten
years.
(2) 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
20
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 volatility. By retaining the
individual GIC's and investing 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 1994 Principally,
7.31% to 9.10%
through 1995
Funds deposited during 1993 Principally, 7.42%
to 9.1% 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 investment income may not be
significant.
(4) Ultra Fund - a fund that seeks capital growth over time by
investing in companies with accelerating growth trends.
(5) Stock Fund - a fund consisting of common stock of Hunt Manu-
facturing 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 and the New England Mutual
Life Insurance Company 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
Continued
PF-12
21
NOTES TO FINANCIAL STATEMENTS, Continued
3. Investment Program, continued:
(7) Equity Fund - a fund consisting primarily of investments in common
and preferred stocks.
There were 1,371 and 1,354 Plan participants at December 31, 1994 and
1993, respectively, who participated in one or more of the investment
funds. At December 31, 1994 and 1993, the number of participants
selecting each of the investment funds for their contributions was as
follows:
1994 1993
---- ----
Stock Fund 1,232 1,233
Capital Preservation Fund 603 626
Balanced Fund 374 382
Select Fund 594 602
Ultra Fund 549 559
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. Effecitve
March 1, 1995, all participants may borrow from their fund accounts in
accordance with the above terms. 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 thereof. Loans are required to
be collateralized by an assignment of a portion of the participant's
interest in his or her accrued benefit attributable to employer
contributions equal to the principal amount of the loan, and supported by
the participant's collateralized promissory note. The Plan Administrator
determines the interest rate on the basis of prevailing interest rates.
Participant loans mature April 4, 1995 to June 14, 1999 and bear interest
at 8% to 12% at December 31, 1994.
Continued
PF-13
22
NOTES TO FINANCIAL STATEMENTS, Continued
5. Reconciliation of Financial Statements to Form 5500:
The following is a reconciliation of plan equity available for benefits
per the financial statements to the Form 5500 for the year ended
December 31, 1994:
Plan equity available for benefits per the financial
statements $14,521,404
Amounts allocated to withdrawing participants (20,035)
-----------
Plan equity available for benefits per the Form 5500 $14,501,369
===========
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500 for the year ended December 31, 1994:
Benefits paid to participants per the financial statements $ 798,501
Add: Amounts allocated to withdrawing participants at
December 31, 1994 20,035
-----------
Benefits paid to participants per the Form 5500 $ 818,536
===========
Amounts allocated to withdrawing participants are recorded on the Form
5500 for benefit claims that have been processed and approved for payment
prior to December 31 but not yet paid as of that date.
6. Tax Status:
The 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.
7. Guaranteed Investment Contracts:
The cost and fair value of Guaranteed Investment Contracts held by the
Plan at December 31, 1994 and 1993 are as follows:
Continued
PF-14
23
NOTES TO FINANCIAL STATEMENTS, Continued
1994 1993
----------------- ------------------
Fair Fair
Cost Value Cost Value
---- ----- ---- -----
Metropolitan Life
Insurance Co. Guaranteed
Investment Contract* - - $2,070,573 $2,070,573
New England Mutual
Life Insurance Co.
Guaranteed Investment
Contracts $101,022 $101,022 94,745 94,745
-------- -------- ---------- ----------
$101,022 $101,022 $2,165,318 $2,165,318
======== ======== ========== ==========
*This investment represented 5% or more of the Plan's net assets
available for benefits.
8. 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.
9. 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