-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MW4b8WTxIjk/qT7OJbKKleP74xKuqY/QUZH3Dexnxg1EqCPnsVEG02H1y86zb1KK YP2IBZvGNohadYtjjH7Jpg== 0000014995-96-000002.txt : 19960119 0000014995-96-000002.hdr.sgml : 19960119 ACCESSION NUMBER: 0000014995-96-000002 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960119 FILED AS OF DATE: 19960118 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIXON TICONDEROGA CO CENTRAL INDEX KEY: 0000014995 STANDARD INDUSTRIAL CLASSIFICATION: PENS, PENCILS & OTHER ARTISTS' MATERIALS [3950] IRS NUMBER: 230973760 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-02655 FILM NUMBER: 96505218 BUSINESS ADDRESS: STREET 1: 2600 MAITLAND CENTER PKWY STREET 2: STE 200 CITY: MAITLAND STATE: FL ZIP: 32751 BUSINESS PHONE: 4078759000 MAIL ADDRESS: STREET 1: 2600 MAITLAND CTR PARKWAY STREET 2: STE 200 CITY: MAITLAND STATE: FL ZIP: 32751 FORMER COMPANY: FORMER CONFORMED NAME: BRYN MAWR CORP/DE/ DATE OF NAME CHANGE: 19831002 FORMER COMPANY: FORMER CONFORMED NAME: BRYN MAWR GROUP INC DATE OF NAME CHANGE: 19730619 FORMER COMPANY: FORMER CONFORMED NAME: BRYN MAWR CAMP RESORTS INC DATE OF NAME CHANGE: 19700608 DEF 14A 1 1 DIXON TICONDEROGA COMPANY 195 International Parkway Heathrow, Florida 32746 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS March 1, 1996 To the Shareholders of DIXON TICONDEROGA COMPANY Notice is hereby given that the Annual Meeting of Shareholders of DIXON TICONDEROGA COMPANY (hereinafter called the "Company"), a Delaware corporation, will be held at 195 International Parkway, Heathrow, Florida, on March 1, 1996 at 11:00 a.m., for the following purposes: (1) To elect two Directors for a three-year term. (2) To transact such other business as may properly come before the meeting or any adjournment thereof. In accordance with the By-Laws of the Company, the Board of Directors has fixed the close of business on December 22, 1995 as the record date for the determination of shareholders entitled to notice of, and to vote at such meeting or any adjournment thereof. By Order of the Board of Directors, Laura Van Camp Secretary Heathrow, Florida January 19, 1996 YOUR VOTE IS IMPORTANT All shareholders are cordially invited to attend the meeting. Whether or not you plan to attend in person, you are urged to mark, date and sign the enclosed proxy and return it promptly in the envelope provided. This will assure your representation at the meeting. If you do attend the meeting in person, you may revoke your proxy by giving written notice of its revocation to the Secretary of the meeting before the proxy is voted or by casting your vote in person. 2 DIXON TICONDEROGA COMPANY 195 International Parkway, Heathrow, Florida 32746 PROXY STATEMENT The enclosed proxy statement is solicited on behalf of the Board of Directors of Dixon Ticonderoga Company (hereinafter the "Company") for use at the Annual Meeting of Shareholders to be held at the time, place and for the purposes set forth in the accompanying Notice of Annual Meeting or at any adjournment thereof. If the enclosed proxy card is executed and returned by a shareholder, it nevertheless may be revoked at any time before it has been voted. The shares represented at the meeting by the enclosed proxy will be voted as marked on all matters to be acted upon at the meeting. Only shareholders of record at the close of business on December 22, 1995 will be entitled to vote at the meeting. The outstanding voting shares of the Company at the close of business on December 22, 1995 consisted of 3,198,319 shares of the Common Stock and each such share is entitled to one vote. Shareholders do not have cumulative voting rights. On the record date there were 3,198,319 shares of the Company's Common Stock outstanding and entitled to vote and 1,599,160 shares will therefore constitute a quorum. The mailing of this Proxy Statement, together with the Company's Annual Report on Form 10-K for fiscal year ended September 30, 1995, commenced on January 19, 1996. 3 MAJOR STOCKHOLDERS The only stockholders known by the Company to own beneficially more than 5% of the shares outstanding as of November 30, 1995, are as follows: Shares of Stock Percentage Name & Address Nature of Beneficial Beneficially Outstanding Beneficial Owner Ownership Owned Shares - ------------------ -------------------- --------------- ----------- Gino N. Pala Sole Voting & 2600 Maitland Investment Power 478,620 14.7% Center Parkway Sole Voting Power & Suite 200 Shared Investment Power 245,775 7.5% Maitland, FL 32751 Option 66,700 2.0% SunTrust Banks, Inc. Sole Voting & 25 Park Place, N.E. Investment Power 160,000 5.0% Atlanta, GA 30303 4 SECURITY OWNERSHIP OF MANAGEMENT The following table sets forth, as of November 30, 1995, the number of shares of the Company's voting securities owned beneficially to the knowledge of the Company by each director and by all officers and directors of the Company as a group. All shares are subject to the person's sole voting and investment power except where otherwise indicated. Name of Amount and Nature of Percentage of Beneficial Owner Beneficial Ownership Voting Securities - ---------------- -------------------- ----------------- Gino N. Pala 791,095 24.2% Richard F. Joyce 20,710 * Richard A. Asta 21,000 * Samuel B. Casey, Jr. 1,374 * John E. Ramondo -0- * Joseph R. Sadowski 8,550 * Philip M. Shasteen 9,969 * Bobby Brantley -0- * Fred H. Hawkins 82,000 2.6% Ben Berzin, Jr. 500 * All Executive Officers and Directors as a Group (14 Persons) 967,280 29.2% - ------------------- * Indicates ownership is less than 1%. [FN] This includes 478,620 shares owned by him over which he has full voting and investment power and 245,775 shares over which he has sole voting and shared investment power only. In addition, this includes an option to purchase 66,700 shares that can be exercised within the next sixty days. This includes options to purchase 17,250 shares that can be exercised within the next sixty days. This does not include an irrevocable trust having 97,420 shares for which Deborah Joyce (daughter of Gino N. Pala and spouse of Richard F. Joyce) acts as Trustee. This includes options to purchase 13,500 shares that can be exercised within the next sixty days. This includes options to purchase 118,745 shares that can be exercised within the next sixty days. [/FN] 5 ELECTION OF DIRECTORS INFORMATION ABOUT DIRECTORS The Certificate of Incorporation of the Company provides that the members of Dixon Ticonderoga Company Board of Directors shall be divided into three classes, as nearly equal in number as possible, each of which is to serve for three years, with one class being elected each year. The terms of the Directors in Class III expire with this Annual Meeting. Currently nine members are seated on the Board of Directors. Certain seats within the three classes remain vacant. Directors are elected by a plurality of the votes cast. Unless authority with respect thereto is withheld in the proxy, it is the intention of the persons named as proxies in the enclosed proxy card to vote for the election as directors the nominees named below to serve as directors until their respective terms expire and until their successors shall have been elected and qualified. In the event that any nominee shall become unable or unwilling to serve as a director, the proxies named in the enclosed proxy card intend to vote for such other person as they deem proper. The Board of Directors knows of no reason why any nominee will be unable or unwilling to serve as a director. Shareholders may vote for, or withhold their vote from, the entire slate of nominees by marking the appropriate box on the proxy card. Shareholders may withhold their votes from any particular nominee by writing that nominee's name in the place indicated on the proxy card. At the 1995 Annual Meeting of Shareholders 88.8% of the Common Shares were present in person or by proxy and the percentage of total shares cast for and withheld from the vote for each nominee is shown in the following table: Percentage Withholding Nominee Percentage For Authority ------------------ -------------- ----------- Gino N. Pala 88.4% 0.4% Richard F. Joyce 88.4% 0.4% Bobby Brantley 85.2% 3.6% Albert J. Tigani 85.8% 3.0% [FN] Director Albert J. Tigani resigned from the Board of Directors in fiscal 1995 due to personal reasons. [/FN] 6
PRESENT DIRECTORS WHO ARE NOMINATED FOR RE-ELECTION: Year Principal Occupation or Employment First During the Past Five Years and Class & Year Became Directorships of In Which Name Age Director Other Public Companies Term Expires - --------------------------------------------------------------------------------------------------- Joseph R. Sadowski 64 1986 Co-Chairman, Atlas Energy Group, Class III Inc., Coraopolis, PA, since December 1996 1993. Founder and President, Atlas Energy Group, Inc. since 1971. Philip M. Shasteen 46 1986 Attorney/Shareholder, Johnson, Class III Blakely, Pope, Boker, Ruppel & Burns, 1996 P.A., Tampa, FL, since August, 1992; prior thereto Attorney, Philip M. Shasteen, P.A., Tampa, PA, since 1986.
7
CONTINUING DIRECTORS WHOSE TERMS ARE NOT EXPIRING: Year Principal Occupation or Employment First During the Past Five Years and Class & Year Became Directorships of In Which Name Age Director Other Public Companies Term Expires - --------------------------------------------------------------------------------------------------- Samuel B. Casey, Jr. 68 1983 Chairman of the Board of Dixon Class II Ticonderoga Company, 1985-89. 1997 Director of Dresser Industries, Inc. since 1983 and Indresco, Inc. since 1992. John E. Ramondo 67 1986 Manager of Projects, Cogeneration Class II Services, Inc. (a division of Kamine 1997 Development Corp.), Union, NJ since 1990; prior thereto Vice President, National Energy Constructors,, Irvine, CA since 1988. Fred H. Hawkins 68 1990 Chairman of the Board, Hawkins Class II Construction Co., Omaha, NE, since 1997 1985; Chairman of the Board, Hawkins Equipment Co., Omaha, NE, since 1985. Ben Berzin, Jr. 48 1994 Senior Vice President, Midlantic Bank, Class II N.A., since July 1990; prior thereto 1997 Senior Vice President, First Fidelity Bank, N.A., Newawk, NJ since 1976. Gino N. Pala 67 1978 Chairman of the Board of the Company Class I (Father-in-law of since February 1989; President and 1998 Richard F. Joyce) Chief Executive Officer since July 1985; prior thereto President and Co-Chief Executive Officer of the Company since 1978. Richard F. Joyce 40 1982 Vice Chairman of the Board since Class I (Son-in-law of January 1990; Executive Vice President 1998 Gino N. Pala) and Chief Legal Executive of the Company February 1991; prior thereto Corporate Counsel since July 1990. Bobby Brantley 46 1991 Governmental Consultant, Brantley & Class I Associates, Tallahassee, FL since 1998 September 1995; prior thereto Real estate sales, Telluride, CO, since June 1992; prior thereto Executive Director of the Florida Golf Council since January 1991; prior thereto Lieutenant Governor of the State of Florida and Secretary of Florida Department of Commerce since January 1986.
8 MEETINGS AND COMMITTEES OF THE BOARD For the fiscal year ending September 30, 1995, the Board of Directors of the Company met six times, including the annual meeting of directors following the 1995 Annual Meeting of Shareholders. No director attended less than seventy-five percent (75%) of (a) the Board meetings or (b) the meetings of all committees on which he serves held during fiscal year. The Board of Directors has an Audit Committee currently composed of the following directors: Fred H. Hawkins (Chairman), Samuel B. Casey Jr. and Ben Berzin Jr. The Audit Committee is primarily concerned with the effectiveness of the Company's accounting policies and practices, financial reporting and internal controls. Specifically, the Committee reviews and approves the scope of the annual audit of the books and records of the Company and reviews the findings and recommendations of the outside auditors on completion of the audit; considers the organization, scope and adequacy of the Company's internal controls function; monitors the extent to which the Company has implemented changes recommended by the independent auditors or the Committee; and provides oversight with respect to accounting principles employed in the Company's financial reporting. The Committee, comprised entirely of non-employee directors, met three times during the past fiscal year. The Board of Directors has a Compensation Committee currently composed of the following directors: John Ramondo (Chairman) and Joseph R. Sadowski. The Compensation Committee is primarily concerned with the Company's organization, salary and non-salary compensation and benefit programs. The Committee also recommends to the Board of Directors annual salaries, bonus programs and stock option plans covering the Chief Executive Officer. The Committee, comprised entirely of non-employee directors, met twice during the past fiscal year. Under the guidelines established by the previously adopted Management Incentive Program ("MIP"), the Committee evaluates Dixon Ticonderoga's management employee performance. Factors which are considered under the MIP guidelines include: corporate performance, business unit performance and personal performance. The corporate performance rating is largely based upon the Company's growth in earnings per share. The business unit ratings are based primarily on profit performance, return on equity and budgetary success. The personal performance can include such factors as meeting set strategic planning goals and organizational and management development. Under the MIP, incentive awards are made annually to key management employees as determined by top corporate management and approved by the Committee and include both cash and stock incentives. The objectives of the MIP are to motivate and reward the accomplishment of corporate and business unit annual objectives, reinforce a strong performance orientation and provide a fully competitive compensation package which will attract, reward and retain individuals of the highest quality. As a pay-for-performance plan, year-end cash bonus awards are paid only upon the achievement of performance objectives established for the fiscal year. Appropriate performance objectives are established for each fiscal year in support of the Company's annual strategic plan and a weighting is established for each component based on the relative importance of each to the individual. As discussed below, stock options may also be granted to key employees as part of the Company's incentive program. 9 The Committee meets annually to evaluate the Chief Executive Officer's performance and reports on that evaluation to the independent directors of the Board. In 1995, the Committee rated highly the Chief Executive Officer's role in raising corporate operating profit and his leadership in developing and further carrying out the Company's financing and other strategic objectives. However, the annual compensation level of $200,000 has not been increased in the last seven years. As discussed below, the Company entered into an employment agreement with the Chief Executive Officer and one other corporate officer in 1995. The Chief Executive Officer also received a grant of 10,000 stock options in December, 1995. Committee appointments are reviewed by the Board in March each year. The Company does not have a Nominating Committee. COMPENSATION OF DIRECTORS Each non-employee director receives a retainer of $6,000.00 a year plus $300.00 for each meeting of the Board of Directors he attends, and $350.00 for each Committee meeting he attends. Officers-directors receive $250.00 for each Board meeting attended. The Company also reimburses its directors for travel, lodging and related expenses incurred in attending Board and committee meetings and provides each director with liability insurance. 10 OFFICERS OF THE COMPANY Name Age Title - --------------------- --- ------------------------------ Gino N. Pala 67 Chairman of the Board since February 1989; President and Chief Executive Officer since July 1985; prior thereto President and Co-Chief Executive Officer since August 1978. Richard F. Joyce 40 Vice Chairman of the Board since January 1990; Executive Vice President and Chief Legal Executive since February 1991; prior thereto Corporate Counsel since July 1990. John F. Millar 59 Executive Vice President/Industrial Division since November 1985; prior thereto Treasurer since September 1983. Richard A. Asta 39 Executive Vice President of Finance and Chief Financial Officer since February 1991; prior thereto Senior Vice President-Finance and Chief Financial Officer since March 1990. In February 1995, Mr. Asta was named in an indictment stemming from his prior employment with the accounting firm of Laventhol & Horwath, which principally relates to his involvement in allegedly faulty audits of a client of that firm in 1988. Mr. Asta has cooperated fully in the Government's investigation of events occurring approximately eight years ago, and denies any wrongdoing. He intends to defend himself vigorously against any charges. Arthur Frederickson 59 Executive Vice President of Sales & Marketing/ Consumer Products Division since August 1995; prior thereto Senior Vice President of Sales & Marketing since October 1992; prior thereto Senior Vice President of Sales since May 1991; prior thereto Director of Sales/Western Region since January 1990; prior thereto Western Regional Manager since April 1989. 11 OFFICERS OF THE COMPANY Name Age Title - --------------------- --- ------------------------------ Leonard D. Dahlberg, Jr. 44 Executive Vice President of Manufacturing/ Consumer Products Division since August 1995; prior thereto Senior Vice President of Manufacturing since February 1993; prior thereto Vice President of Manufacturing since March 1990; prior thereto Vice President and Director of Corporate Purchasing since September 1985. Kenneth A. Baer 49 Treasurer since November 1985; prior thereto Assistant Secretary and Treasurer since September 1983. John Adornetto 54 Vice President and Corporate Controller since January 1991; prior thereto Corporate Controller since 1978. Richard H. D'Antonio 47 Vice President of Information Services since October 1993; prior thereto Principal of RHD Consulting since May 1990. Laura Van Camp 44 Secretary since January 1986; prior thereto Secretary to President and Chief Executive Officer since February, 1982. 12 To meet the goal of providing the shareholders a concise, comprehensive overview of compensation awarded, earned or paid in the reporting period, the Summary Compensation Table is presented below. The Summary Compensation Table includes individual compensation information on the Chief Executive Officer and four other most highly paid officers, for services rendered in all capacities during the fiscal years ended September 30, 1995, 1994 and 1993.
SUMMARY COMPENSATION TABLE Number of Options Year Name/Title Salary Bonus Other Granted ---- ---------- ------ ----- -------- --------- 1995 Gino N. Pala $200,000 $ -0- $53,581 10,000 1994 President and $200,000 $79,000 $20,963 20,000 1993 Chief Executive Officer $200,000 $ -0- $23,234 -0- 1995 Richard F. Joyce $128,460 $ -0- $48,420 10,000 1994 Executive Vice President $120,050 $37,440 $19,276 10,000 1993 and Chief Legal Executive $112,555 $ -0- $17,872 -0- 1995 Richard A. Asta $134,706 $ -0- $20,359 10,000 1994 Executive Vice President $127,000 $39,624 $55,300 10,000 1993 of Finance and Chief $127,000 $ -0- $14,707 -0- Financial Officer 1995 Thomas Maskell $ 93,206 $46,710 $13,617 -0- 1994 General Manager/ $ 86,346 $10,189 $ 6,742 2,000 1993 New Castle Refractories $ 84,529 $ 2,000 $ 3,178 -0- 1995 John F. Millar $132,742 $ -0- $10,578 -0- 1994 Executive Vice President/ $126,876 $26,331 $86,597 2,000 1993 Industrial Division $120,079 $10,137 $10,048 -0- The totals in this column reflect the aggregate value of the Company contributions under a modified 401(k) Thrift Plan, gain from the exercise of stock options and perquisites, including personal, non-plan benefits.
13 EMPLOYMENT AGREEMENTS In March, 1995, the Company entered into employment agreements with the Chief Executive Officer and the Executive Vice President and Chief Legal Executive. The agreements provide for the continuation of salary and related employee benefits for a period of 24 months following their termination of employment under certain changes in control of the Company. In addition, all options held by these officers would become immediately exercisable upon the date of termination and remain exercisable for 90 days thereafter. STOCK OPTIONS The following table sets forth cumulative information concerning outstanding options to purchase shares of the Company's Common Stock granted, exercised or expired as of December 15, 1995. The options were granted pursuant to the 1979 and 1988 Dixon Ticonderoga Company Executive Stock Plans, as amended, (the "Plans"). Options under the 1979 Plan become exercisable one year after date of grant and are exercisable during a period not to exceed ten years from date of grant. Under the 1988 Plan, options vest 25% after one year; 25% after two years; and 50% after three years, and remain exercisable for a period of three years from the date of vesting. All options expire three months after termination of employment. At December 15, 1995, there were 153,348 shares available for future grants under the Plans. The Plans provide for participation by officers or key management employees of the Company or its subsidiaries, except that members of the Compensation Committee, which administer the Plans and determines to whom options may be granted and the number of shares to be subject to options, may not participate. The following table discloses (for the Chief Executive Officer and other named officers) the gain or "spread" that would be realized if the options granted were exercised on the expiration date when the Company's stock price had appreciated by the percentage levels indicated annually from the market price on the date of the grant. 14
OPTION GRANTS % of Total Exercise Options Options or Base Final Assumed Stock Assumed Stock Granted Granted in Price Expiration Appreciation Appreciation Name and Title (#) Year of Grant ($/Sh) Date 5% ($) 10% ($) - -------------- ---------- ------------- ------- ---------- ------------- ------------- Gino N. Pala 39,300 30.0% $4.62 7/96 $114,387 $288,690 President and Chief 21,400 17.4% $5.22 2/97 $ 32,395 $ 72,610 Executive Officer 7,000 15.2% $8.52 12/98 $ 17,296 $ 38,766 20,000 20.0% $9.49 10/00 $ 55,042 $123,370 10,000 10.6% $7.42 12/01 $ 21,518 $ 48,230 Richard F. Joyce 15,000 12.2% $4.75 2/97 $ 20,663 $ 46,313 Executive Vice 3,500 7.6% $7.75 12/98 $ 7,866 $ 17,631 President and Chief 10,000 10.0% $8.62 10/00 $ 24,998 $ 56,030 Legal Executive 10,000 10.6% $6.75 12/01 $ 19,575 $ 43,875 Richard A. Asta 15,000 12.2% $4.75 2/97 $ 20,663 $ 46,313 Executive Vice President 3,500 7.6% $7.75 12/98 $ 7,866 $ 17,631 of Finance and Chief 10,000 10.0% $8.62 10/00 $ 24,998 $ 56,030 Financial Officer 10,000 10.6% $6.75 12/01 $ 19,575 $ 43,875 Thomas Maskell 1,000 0.8% $4.75 2/97 $ 1,378 $ 3,088 General Manager/ 1,000 2.2% $7.75 12/98 $ 2,248 $ 5,038 New Castle Refractories 2,000 2.0% $8.62 10/00 $ 5,000 $ 11,206 John F. Millar 26,200 20.0% $4.20 7/96 $ 69,325 $174,964 Executive Vice 14,600 11.9% $4.75 2/97 $ 20,112 $ 45,078 President/Industrial 2,500 5.4% $7.75 12/98 $ 5,619 $ 12,594 Division 2,000 2.0% $8.62 10/00 $ 5,000 $ 11,206 Granted July 28, 1986 under the 1979 Dixon Ticonderoga Company Executive Stock Option Plan to expire on July 27, 1996. Adjusted for stock split on July 22, 1988. Granted February 22, 1991 under the 1988 Dixon Ticonderoga Company Executive Stock Option Plan to vest 25% after one year, 25% after two years, and 50% after three years, to expire three years from the date of vesting. Granted December 18, 1992 under the 1988 Dixon Ticonderoga Company Executive Stock Option Plan to vest 25% after one year; 25% after two years; and 50% after three years, to expire three years from the date of vesting. Granted October 21, 1994 under the 1988 Dixon Ticonderoga Company Executive Stock Option Plan to vest 25% after one year; 25% after two years; and 50% after three years, to expire three years from the date of vesting. Granted December 15, 1995 under the 1988 Dixon Ticonderoga Company Executive Stock Option Plan to vest 25% after one year; 25% after two years; and 50% after three years, to expire three years from the date of vesting.
15 The following table presents individual grants of options that were made and/or exercised during the last three fiscal years to each of the named executives. This table also is intended to allow shareholders to ascertain the number and size of option grants made during the last three years, as well as options exercisable, and their value as of fiscal year ended September 30, 1995.
AGGREGATED OPTION EXERCISES IN LAST THREE FISCAL YEARS AND FISCAL YEAR-END OPTION VALUES Number of Options at Value of Options at Fiscal Year-End (#) Fiscal Year-End ($) Shares Acquired Value -------------------- ------------------- Name and Title on Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable - -------------- --------------- ------------ ----------- ------------- ----------- ------------- Gino N. Pala 6,000 $24,930 39,300 -0- $123,009 $ -0- President and Chief 15,400 -0- $ 38,962 $ -0- Executive Officer 7,000 -0- $ -0- $ -0- 5,000 15,000 $ -0- $ -0- -0- 10,000 $ -0- $ 3,300 Richard F. Joyce 3,750 $22,500 11,250 -0- $ 33,750 $ -0- Executive Vice 3,500 -0- $ -0- $ -0- President and Chief 2,500 7,500 $ -0- $ -0- Legal Executive -0- 10,000 $ -0- $ 10,000 Richard A. Asta 7,500 $39,375 7,500 -0- $ 22,500 $ -0- Executive Vice 3,500 -0- $ -0- $ -0- President of Finance 2,500 7,500 $ -0- $ -0- and Chief Financial -0- 10,000 $ -0- $ 10,000 Officer Thomas Maskell 1,000 $ 6,125 -0- -0- $ -0- $ -0- General Manager/ 1,000 -0- $ -0- $ -0- New Castle 500 1,500 $ -0- $ -0- Refractories John F. Millar 14,600 $76,650 26,200 -0- $ 93,010 $ -0- Executive Vice -0- -0- $ -0- $ -0- President/ 2,500 -0- $ -0- $ -0- Industrial Division 500 1,500 $ -0- $ -0- 16 Closing price at fiscal year end was $7.75 per share. Granted July 28, 1986 under the 1979 Dixon Ticonderoga Company Executive Stock Option Plan to expire on July 27, 1996. Adjusted for stock split on July 22, 1988. Granted February 22, 1991 under the 1988 Dixon Ticonderoga Company Executive Stock Option Plan to vest 25% after one year, 25% after two years, and 50% after three years, to expire three years from the date of vesting. Granted December 18, 1992 under the 1988 Dixon Ticonderoga Company Executive Stock Option Plan to vest 25% after one year; 25% after two years; and 50% after three years, to expire three years from the date of vesting. Granted October 21, 1994 under the 1988 Dixon Ticonderoga Company Executive Stock Option Plan to vest 25% after one year; 25% after two years; and 50% after three years, to expire three years from the date of vesting. Granted December 15, 1995 under the 1988 Dixon Ticonderoga Company Executive Stock Option Plan to vest 25% after one year; 25% after two years; and 50% after three years, to expire three years from the date of vesting.
17 The following table demonstrates a five-year comparison of cumulative total returns based upon (1) the Company's fiscal year end and (2) an initial investment of $100.00 in Company stock, as compared with the Russell 2000 Broad Market Index and the Standard Industry Group of Listed Securities for Office Equipment and Supplies. Five-year comparisons in prior years were based on a calendar year end.
COMPARISON OF CUMULATIVE TOTAL RETURN OF COMPANY, INDUSTRY INDEX AND BROAD MARKET Dixon Measurement Period Ticonderoga Industry Broad (Fiscal Year Covered) Co. Index Market --------------------- ----------- -------- ------ 1990 100 100 100 1991 103.23 132.95 145.08 1992 129.03 139.75 158.05 1993 158.06 155.89 210.46 1994 251.61 169.31 216.08 1995 200.00 217.08 266.59
18 EMPLOYEE 401(K) THRIFT PLAN The Company adopted a 401(k) Thrift Plan effective January 1, 1985. The plan permits domestic non-union employee contributions of up to 26% of salary; 16% of which is tax deferred. The Company matches up to 50% of the first 8% providing such match will be contributed from pre-federal income tax profit or accumulated profits and the Company will contribute 3% of gross wages of all domestic non-union employees regardless of profits or employee contributions. The Tax Reform Act of 1986 has put further limitation on the tax deferral of matching and employee contributions. EMPLOYEE STOCK PURCHASE PLAN All employees of the Company or any of its subsidiaries who have been employed by the Company for at least six months as of May 1 of any year are eligible to receive options to purchase the Company's common stock pursuant to the Dixon Ticonderoga Company 1988 Employee Qualified Stock Purchase Plan (the "Plan"). Originally, the waiting period for eligibility under the Plan was 12 months. The Company has reserved 100,000 shares of common stock for issuance upon exercise of rights approved under the Plan. Once each year, on the last business day of the payment period (May 1), the Company will be deemed to have granted to each participant an option to purchase on the last day of the payment period (April 30) the number of full shares of common stock of the Company which his accumulated payroll deductions will purchase at the option price. Payroll deductions may range from $30 per month up to 10% of base pay. The option price is the lesser of (i) 85% of the fair market value of the Company's common stock on the first business day of the payment period or (ii) 85% of the fair market value of the Company's common stock on the last business day of the payment period. To date, 68,597 shares have been purchased under the Plan through payroll deductions commenced in May, 1989. One Executive Officer participates in the Plan and is expected to contribute approximately $1,440.00 in the next fiscal year toward the purchase of shares of common stock in the Company. COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Section 16(a) of the Securities Exchange Act of 1934 requires executive officers and directors, and persons who beneficially own more than ten percent (10%) of the Company's stock, to file initial reports of ownership and reports of changes in ownership with the Securities & Exchange Commission (SEC) and the American Stock Exchange. Executive officers, directors and greater than ten percent (10%) beneficial owners are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on a review of the copies of such forms furnished to the Company and written representations from the Executive Officers and Directors, the Company believes that all Section 16(a) filing requirements applicable to its Executive Officers, Directors and greater than ten percent (10%) beneficial owners were complied with. 19 SHAREHOLDERS' RIGHTS PLAN In March, 1995, the Company declared a dividend distribution of one Preferred Stock Purchase Right on each share of Company common stock. Each Right will entitle the holder to buy one-thousandth of a share of a new series of preferred stock at a price of $30.00 per share. The Rights will be exercisable only if a person or group (other than the Company's chairman, Gino N. Pala, and his family members) acquires 20% or more of the outstanding shares of common stock of the Company or announces a tender offer following which it would hold 30% or more of such outstanding common stock. The Rights entitle the holders other than the acquiring person to purchase Company common stock having a market value of two times the exercise prices of the Right. If, following the acquisition by a person or group of 20% or more of the Company's outstanding shares of common stock, the Company were acquired in a merger or other business combination, each Right would be exercisable for that number of the acquiring company's shares of common stock having a market value of two times of exercise prices of the Right. The Company may redeem the Rights at one cent per Right at any time until ten days following the occurrence of an event that causes the Rights to become exercisable for common stock. The Rights expire in ten years. RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS Based on a recommendation from the Audit Committee, the Board of Directors of the Company has selected Coopers & Lybrand L.L.P. to serve as the Company's auditor for the next fiscal year. Representatives of Coopers & Lybrand L.L.P. will be in attendance at the Annual Meeting of Shareholders and will have an opportunity to make a statement if they so desire. Such representatives are expected to be available to respond to appropriate questions from the shareholders. OTHER MATTERS WHICH MAY COME BEFORE THE MEETING The Board of Directors is not at present aware of any other matters to be brought before the meeting, except those incidental to the conduct of the meeting. However, if any such matters should come before the meeting, the persons appointed in the accompanying proxy intend to vote the shares represented thereby in their discretion. SHAREHOLDERS PROPOSALS Any proposal that a shareholder may desire to have included in the Company's proxy material for presentation at the next Annual Meeting must be received at the Company's principal office on or prior to October 30, 1996. 20 SOLICITATION OF PROXIES AND EXPENSES THEREOF It is presently contemplated that proxies will be solicited only by mail and, possibly, by telephone, telegraph or personal calls by officers, directors or regular employees of the Company. However, if the circumstances warrant, the Company may retain the services of a proxy soliciting firm. Any expense incurred in the solicitation of proxies, including the expenses of brokers and other nominees in soliciting non- record owners and of any proxy soliciting firm retained, will be borne by the Company. By Order of the Board of Directors, Laura Van Camp Secretary Heathrow, Florida January 19, 1996 -----END PRIVACY-ENHANCED MESSAGE-----