-----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, OSJHEtJioO5kUKCor0oYapUSY/e7AlC78IMqWRft8Q66MAtTouSUrvVgCxR0Ol14 L4uOakwnUfbPpCfmgbPVng== 0000014995-04-000003.txt : 20040112 0000014995-04-000003.hdr.sgml : 20040112 20040112091823 ACCESSION NUMBER: 0000014995-04-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040109 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040112 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08689 FILM NUMBER: 04519588 BUSINESS ADDRESS: STREET 1: 195 INTERNATIONAL PKWY STREET 2: STE 200 CITY: HEATHROW STATE: FL ZIP: 32746-5036 BUSINESS PHONE: 4078759000 MAIL ADDRESS: STREET 1: PO BOX 958413 STREET 2: STE 200 CITY: HEATHROW STATE: FL ZIP: 32795-8413 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 8-K 1 form8k.txt OTHER EVENTS AND EXHIBITS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM 8-K ------------------ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 January 9, 2004 ------------------------------------------------ Date of Report (Date of earliest event reported) DIXON TICONDEROGA COMPANY ----------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 1-8689 23-0973760 - ------------- --------------- ----------------- (State of (Commission File (IRS Employer I.D. Incorporation) Number) Number) 195 INTERNATIONAL PARKWAY HEATHROW, FLORIDA 32746 --------------------------- (Address of Principal Executive Offices) (Zip Code) (407) 829-9000 -------------- (Registrant's telephone number, including area code) Item 5. Other Events. - ------ ------------- On January 12, 2004, the Company issued the press release attached hereto as Exhibit 99-1. The Company's press release addressed, among other items, the Company's entering into an exclusivity agreement, attached hereto as Exhibit 99-2, and the Company's chairman of the board entering into an option agreement and a support agreement, copies of which are attached hereto as Exhibits 99-3 and 99-4, respectively. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. - ------- ---------------------------------- (a) Not Applicable. (b) Not Applicable. (c) Exhibits 99-1 Press Release dated January 12, 2004 99-2 Exclusivity Agreement dated January 9, 2004 99-3 Option Agreement dated January 9, 2004 99-4 Support Agreement dated January 9, 2004 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. DIXON TICONDEROGA COMPANY Dated: January 12, 2004 ------------------------------- By: /s/ Richard A. Asta ------------------------------- Richard A. Asta Executive Vice President of Finance and Chief Financial Officer EX-99 3 pressrelease.txt PRESS RELEASE DTD 1/12/2004 Exhibit 99-1 ------------ For Release: Immediately Company Contact: Richard Asta, Executive Vice President of Finance and Chief Financial Officer (407) 829-9000, ext. 133 Dixon Ticonderoga and Jarden Corporation Sign Exclusivity Agreement. -------------------------------------------------------------------- HEATHROW, Fl., January 12, 2004 ---- Dixon Ticonderoga Company (AMEX:DXT) announced today that it and Jarden Corporation (NYSE:JAH) have signed an exclusivity agreement that will allow Jarden until 5:00 p.m. on February 10, 2004, subject to earlier termination under certain circumstances (the "termination date") to evaluate a potential transaction among Jarden and Dixon in which Jarden or its affiliate may acquire all of the outstanding shares of Dixon's common stock, and to negotiate the terms of related definitive documentation. After discussions and negotiations held by representatives of both Jarden and Dixon, Jarden expressed an interest in acquiring all outstanding Dixon shares of common stock at a price of $5 per share, subject to, among other things, due diligence and entering into definitive acquisition agreements. Jarden has begun a due diligence review of Dixon that may continue until the termination date of the exclusivity agreement. The exclusivity agreement provides that neither Dixon nor Jarden is obligated to enter into a definitive agreement with respect to a transaction or any tender offer, merger, asset sale or any other form of business combination. Because any potential transaction contemplated by the exclusivity agreement is subject to several conditions, including the negotiation of definitive documents, Jarden's due diligence review, and the approval of the terms of any transaction by Dixon's board of directors, it is not possible to determine whether a transaction with Jarden can or will be consummated. Dixon also announced that on January 9, 2004, Gino N. Pala, Dixon's Chairman of the Board and Co-CEO entered into an option agreement which grants Jarden, under certain conditions, an option exercisable until six months after the termination date to buy 440,000 shares of his Dixon common stock at a purchase price of $5 per share, and a support agreement which provides him with certain severance benefits if a transaction with Jarden is consummated. In order to accommodate Jarden's desire to retain certain executives of Dixon for periods ranging from 12 to 36 months if a transaction with Jarden is consummated, other executives of Dixon also entered into support agreements with Jarden which provide them with certain severance benefits if a transaction with Jarden is consummated and they remain in the employ of Dixon upon the terms and conditions provided in their support agreements. The option agreement obligates Mr. Pala to vote the optioned shares in favor of the approval of any transaction contemplated by any definitive agreement that may be entered into with Jarden and against any takeover proposal or other corporate action that would frustrate the purposes, or prevent or delay the consummation of any transactions contemplated by any definitive agreement with Jarden. The optioned shares represent approximately 13.74% of the currently issued and outstanding shares of Dixon common stock. The option agreement was a condition to Jarden's entering into the exclusivity agreement and committing the resources and incurring the costs attendant to its evaluation of a potential transaction with Dixon. The board reviewed and considered the material terms of the option agreement in connection with its approval of the exclusivity agreement. Both the exclusivity agreement and the option and support agreements are exhibits to a Current Report on Form 8-K concurrently filed by Dixon with the Securities and Exchange Commission. The statements in this press release relating to the terms of both agreements are qualified in their entirety by the terms of the agreements. Dixon, with operations dating back to 1795, is one of the oldest publicly held companies in the U.S. Its consumer group manufactures and markets a wide range of writing instruments, art materials and office products, including the well-known Ticonderoga(R), Prang(R) and Dixon(R) brands. Headquartered in Heathrow, Florida, Dixon employs approximately 1,600 people at 8 facilities in the U.S., Canada, Mexico, the U.K. and China. Jarden Corporation is a provider of niche consumer products used in and around the home, under brand names including Ball(R), Bernardin(R), Crawford(R), Diamond(R), FoodSaver(R), Forster(R), Kerr(R), Lehigh(R) and Leslie-Locke(R). In North America, Jarden markets products in several consumer categories, including home canning, home vacuum packaging, kitchen matches, branded retail plastic cutlery, toothpicks and rope, cord and twine. Jarden also manufactures zinc strip and a wide array of plastic products for third party consumer product and medical companies, as well as its own businesses. Forward Looking Statements: Certain matters discussed in this press release are "forward-looking statements" intended to qualify for the safe harbors from liability established by the Private Securities Litigation Act of 1995. Such forward-looking statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those currently anticipated. Stockholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements. In particular, because there is no agreement between Dixon and Jarden to consummate a transaction, and since any such agreement is expected to include conditions to its consummation, there is not and can be no assurance that a transaction with Jarden can or will occur. The forward-looking statements made herein are only made as of the date of this press release and Dixon undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. EX-99 4 exclusivity.txt EXCLUSIVITY AGREEMENT DTD 1/9/2004 Exhibit 99-2 ------------ JARDEN CORPORATION 555 Theodore Fremd Avenue Rye, New York 10580 January 9, 2004 The Board of Directors Dixon Ticonderoga Company 195 International Parkway Heathrow FL 32746 Attention: Gino N. Pala Dear Sirs: In order to induce Jarden Corporation, a Delaware corporation ("Buyer"), to commit the resources, forego other potential opportunities, and incur the legal, accounting and other incidental expenses necessary to properly evaluate a potential transaction (the "Transaction") among the Buyer, a wholly owned subsidiary of Buyer to be formed ("Newco"), and Dixon Ticonderoga Company, a Delaware corporation (the "Company") in which Buyer and/or Newco would acquire all of the issued and outstanding shares of common stock (the "Shares") of the Company, and to negotiate the terms of definitive documentation with respect thereto, the Company and the Buyer agree that: 1. Public Disclosure. Notwithstanding anything to the contrary herein (other than as provided in the last sentence of this Section 1) or in the Confidentiality Agreement (defined below), promptly after the execution of this letter agreement, the Company will make public disclosure of this letter agreement in a form and manner mutually agreed upon by the parties. Except as otherwise provided herein, neither the Company nor Buyer (subject to requirements of law) shall make any disclosure to any other person or make any public announcement regarding the Transaction or the matters disclosed by any party to the other in connection with the Transaction without the prior written approval of both the Company and Buyer. Nothing in this letter agreement or the The Board of Directors Dixon Ticonderoga Company Page 2 Confidentiality Agreement shall preclude the Buyer or the Company from making any public announcement required, in the reasonable opinion of their respective counsel, in connection with any federal or state securities laws, rules or regulations, including the rules of a national securities exchange. 2. Exclusivity. Pursuant to this letter agreement and subject to Section 3 hereof, the Buyer shall have the exclusive right to negotiate with the Company on the terms and conditions of, and definitive documentation for, the Transaction, which right shall expire on the earlier of (i) February 10, 2004, at 5:00 p.m. or, in the event such date is extended by the mutual written agreement of the Buyer and the Company, such later date, (ii) the execution by Buyer, Newco and the Company of a definitive merger agreement providing for the merger of the Company with and into Newco, or (iii) the time at which the discussions and negotiations with respect to the possible acquisition of the Shares have been finally terminated by the Buyer (the "Termination Date"). 3. Nonsolicitation. Prior to any Termination Date, the Company will not, nor will the Company permit any of its subsidiaries to, nor will the Company authorize or permit any of its directors, officers, employees, representatives, agents, or affiliates, including any investment banker, advisor, attorney or accountant retained or formerly retained by it or any of its subsidiaries ("Representatives") to directly or indirectly through another person, (i) solicit, initiate, resume, or encourage (including by way of furnishing or disclosing non-public information), or take any other action to facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal (as defined below), (ii) participate in any discussions or negotiations regarding any Takeover Proposal, or (iii) enter into any Acquisition Agreement (as defined below); provided, that if the Company's board of directors determines in its good faith business judgment, after consultation with outside legal counsel, that the failure to furnish such information or to participate in such discussions or such negotiations is reasonably likely to result in a breach of the directors' fiduciary duties to the Company's stockholders under applicable law, then the Company and its Representatives may, in response to a Takeover Proposal that was not solicited by the Company after the date of this letter agreement and that did not otherwise arise out of a breach of this letter agreement, and subject to the Company's compliance with the terms of this letter agreement and providing Buyer with at least two days' prior written notice of its decision to take such action (including, subject to consent of the person making such Takeover Proposal, specifying the material terms of such Takeover Proposal and the identity of the person making such Takeover Proposal), (x) furnish information with respect to the Company and its subsidiaries to any person making a Takeover Proposal pursuant to a customary confidentiality agreement that permits the disclosures to Buyer required by this letter agreement and (y) participate in discussions or negotiations regarding such Takeover Proposal. Notwithstanding anything herein to the contrary, if the Company seeks to exercise its right to provide nonpublic information or participate in discussions or negotiations with a third party in accordance with the proviso to the first sentence of this Section 3, then the Company may seek such third party's consent to disclose to Buyer the material terms of such third party's Takeover Proposal and the identity of such third party, it being understood and agreed that the Company shall not be entitled to exercise its right to provide nonpublic information or enter into discussions or negotiations with such third party in accordance with the proviso to the first The Board of Directors Dixon Ticonderoga Company Page 3 sentence of this Section 3 unless the Company first notifies Buyer of the material terms of such Takeover Proposal and the identity of such third party. For purposes of this letter agreement, "Takeover Proposal" means any inquiry, proposal or offer from any person or "group" (as such term is defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), relating to any direct or indirect acquisition or purchase of 10% or more of the assets of the Company or its subsidiaries, taken as a whole, or 20% or more of any class or series of equity securities of the Company or any of its subsidiaries, any tender offer or exchange offer that if consummated would result in any person or "group" (as such term is defined in Section 13(d) of the Exchange Act) beneficially owning 20% or more of any class or series of equity securities of the Company or its subsidiaries, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction or the sale or other transfer of all or substantially all of the assets of the Company or any of its subsidiaries, other than transactions or potential transactions with the Buyer or its affiliates. Neither the Company's board of directors nor any committee thereof will (i) approve or recommend, or propose publicly to approve or recommend, any Takeover Proposal, or (ii) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing (each, an "Acquisition Agreement") related to any Takeover Proposal. Notwithstanding anything in this letter agreement to the contrary, prior to the Termination Date, in response to a Takeover Proposal that was not solicited by the Company after the date of this letter agreement and that did not otherwise arise out of a breach of this letter agreement, the Company's board of directors may cause the Company to enter into any Acquisition Agreement with respect to any Takeover Proposal if the Company's board of directors determines in its good faith business judgment, after consultation with outside legal counsel, that such Takeover Proposal is superior to the Transaction and that failure to take such action is reasonably likely to result in a breach of the directors' fiduciary duties to the Company's stockholders under applicable law; provided that the Company first provides at least two days' prior written notice advising Buyer that the Company's board of directors is prepared to accept such Takeover Proposal, specifying the material terms and conditions of such Takeover Proposal and identifying the person making such Takeover Proposal. In the event that the Company furnishes any nonpublic information to any party other than the Buyer, it shall simultaneously provide the Buyer with copies of or access to all such information. For the avoidance of doubt, the fact that the Company or any of its Representatives has had discussions or negotiations with any person prior to the date of this letter agreement regarding a possible Takeover Proposal shall not prevent the Company from taking any of the actions specified in the proviso to the first sentence of the first paragraph of this Section 3 or specified in the second sentence of the second paragraph of this Section 3 with respect to any new Takeover Proposal submitted by such person after the date of this letter agreement that was not solicited in violation of this letter agreement. The Board of Directors Dixon Ticonderoga Company Page 4 4. Disclosure. Nothing contained in this letter agreement shall prohibit the Company or its board of directors from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company's stockholders if, in the good faith judgment of the Company's board of directors (after consultation with outside legal counsel), failure so to disclose would constitute a breach of the Company's obligations under applicable law. 5. Due Diligence. Immediately following the execution of this letter agreement until the Termination Date (the "Due Diligence Period"), the Company agrees to permit Buyer, Newco and their representatives, including accountants, attorneys and consultants, reasonable access to undertake a complete investigation of the business and assets of the Company, including, but not limited to, a complete examination of all books and records, contractual commitments, obligations and assets. The terms and conditions of the Confidentiality Agreement signed by Buyer (the "Confidentiality Agreement"), are hereby incorporated in this agreement as if fully set forth at length. To the extent of any conflict between any term or condition of this agreement and the Confidentiality Agreement, the terms and conditions of the Confidentiality Agreement shall control. 6. Expenses. The Company, Buyer and Newco shall each pay their respective expenses incident to the negotiations, due diligence, and the preparation of any definitive documentation. Notwithstanding anything contained herein to the contrary, in the event that the parties hereto fail to enter into a definitive Acquisition Agreement in connection with the Transaction and (i) the Company violates Section 2 or Section 3 hereof or (ii) on or prior to February 10, 2004 at 5:00 p.m., the Company provides nonpublic information to or participates in discussions or negotiations with a third party in accordance with the proviso to the first sentence of the first paragraph of Section 3 hereof, then the Company shall promptly pay to the Buyer all reasonable out of pocket expenses incurred by the Buyer and Newco in connection with the Buyer's due diligence examination of the Company and the negotiation and preparation of this letter agreement and any definitive documentation, including, but not limited to, the reasonable fees and expenses of Buyer's accountants, financial advisors, attorneys and other advisors; provided, however, that such out of pocket expenses shall not exceed $300,000 in the aggregate. 7. Governing Law. This letter agreement shall be governed by and shall be construed under the laws of the State of Delaware without giving effect to any conflict of law rule that would cause the application of the laws of any other jurisdiction. This letter agreement sets forth the entire understanding of the parties with respect to the subject matter hereof. No person other than the parties hereto and Newco shall have any rights hereunder. The Board of Directors Dixon Ticonderoga Company Page 5 8. Non-Binding Commitment. The parties expressly agree that nothing in this letter agreement shall be construed to impose any obligation on any of the parties to enter into a definitive agreement with respect to a Transaction or any tender offer, merger, asset sale, or other form of business combination. The parties also agree that the rights and remedies herein expressly provided in regard to a breach of any provision hereof are cumulative and not exclusive of any rights or remedies which any party hereto would otherwise have at law or otherwise. In addition, if any party brings an action to enforce this letter agreement or to obtain damages for a breach thereof, the prevailing party in such action shall be entitled to recover from the non-prevailing party all reasonable attorney's fees and expenses incurred by the prevailing party in such action. 9. Miscellaneous. This letter agreement may be signed in counterparts, each of which shall be deemed to be an original and all of which shall constitute one agreement. If this letter agreement correctly expresses our mutual intentions, please execute and return the enclosed copy of this letter to the undersigned. JARDEN CORPORATION By: /s/ Jim Lillie ------------------ Name: Jim Lillie Title: President AGREED TO AND ACCEPTED ON JANUARY 9, 2004 DIXON TICONDEROGA COMPANY By: /s/ Richard A. Asta ----------------------- Name: Richard A. Asta Title: Chief Financial Officer EX-99 5 option.txt OPTION AGREEMENT DTD 1/9/2004 Exhibit 99-3 ------------ JARDEN CORPORATION 555 Theodore Fremd Avenue Rye, New York 10580 January 9, 2004 Mr. Gino N. Pala c/o Dixon Ticonderoga Company 195 International Parkway Heathrow, FL 32746 Re: Option to Purchase 440,000 Shares of Common Stock ------------------------------------------------- Dear Gino: As you are aware, Jarden Corporation (the "Buyer") has entered into a letter agreement (the "Exclusivity Agreement") with Dixon Ticonderoga Company (the "Company") dated as of even date herewith, pursuant to which, among other things, the Company granted to the Buyer the exclusive right to negotiate with the Company regarding a potential transaction involving the Company. It is a condition to the Buyer entering into the Exclusivity Agreement and committing the resources and incurring the expenses contemplated thereby that you agree to enter into this agreement. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Exclusivity Agreement. Option - ------ By signing below, you hereby grant to Buyer and/or its affiliates or designees the irrevocable right and option (the "Option") to purchase from you 440,000 shares of common stock, $1 par value per share, of the Company (the "Option Shares") at a price per share equal to $5.00 (the "Share Price"), payable in immediately available funds, subject to the terms and conditions set forth herein. The Option may be exercised by Buyer at any time during the period commencing on the date hereof and expiring at 6:00 p.m., New York City time, six months after the Termination Date (the "Expiration Date"), so long as the Company has during that period entered into a Acquisition Agreement for the consummation of a Transaction or a Takeover Proposal (a "Vesting Event"). To exercise the Option, Buyer must deliver to you a written notice (the "Exercise Notice") of its intention to effect that exercise specifying the total number of Option Shares it wishes to purchase. Notwithstanding delivery of an Exercise Notice on or prior to the Expiration Date in accordance with the terms of this Agreement, the transfer and sale of the Option Shares to Buyer (or its designee) and the payment of the Share Price for each such share shall be subject to and conditioned upon the consummation of a Transaction or Takeover Proposal pursuant to such Acquisition Agreement (whether such consummation occurs prior to, on, or after the Expiration Date), and if such Acquisition Agreement shall be terminated without consummation of a Transaction or Takeover Proposal pursuant thereto, such Exercise Notice shall be void and of no further force and effect. The closing of the purchase of the Option Shares (the "Closing") will take place immediately prior to or simultaneously with the consummation of such Transaction or such other Takeover Proposal at the offices of Kane Kessler, PC, 1350 Avenue of the Americas, New York, NY, or at such other time and place as the parties may mutually agree. Notwithstanding the foregoing, if at any time following the Vesting Event you shall provide the Buyer with a written demand (the "Demand") that Buyer immediately exercise the Option, any portion of the Option not exercised at 6:00 p.m. on the fifteenth (15th) business day following Buyer's receipt of the Demand shall expire at such time. Voting of Option Shares - ----------------------- At any meeting of stockholder of the Company or in connection with any written consent of stockholders of the Company held pursuant to a definitive merger agreement (or other definitive documentation) (the "Definitive Agreement") for a Transaction entered into prior to the Termination Date, however called, and at every adjournment thereof you agree to vote the Option Shares (i) in favor of the approval of the merger and/or any other transactions contemplated by the Definitive Agreement, and (ii) against any Takeover Proposal or other corporate action or resolution the consummation of which would frustrate the purposes, or prevent or delay the consummation, of any transactions contemplated by the Definitive Agreement. Representations, Warranties and Covenants - ----------------------------------------- In order to induce the Buyer to enter into this agreement, by signing below you represent and warrant to Buyer as follows, which representations shall be accurate as of the Closing and shall survive the Closing: 1. You have the power and authority to execute, deliver and perform this agreement, which has been duly executed and delivered and constitutes your legal, valid and binding obligation, enforceable in accordance with its terms. 2. Your execution and performance of this agreement does not violate any law or regulation, or any agreement to which you are a party or to which the Option Shares are subject. 3. You are the sole legal and beneficial owner and have good title to the Option Shares. There exists no liens, claims, pledges, options, proxies, voting agreements, charges, restrictions or encumbrances of any kind (collectively, a "Lien") affecting the Options Shares. At the Closing you will transfer and sell the Option Shares to Buyer, which will acquire, good and marketable title to the Option Shares free of any Liens. 4. The Option Shares are, and when acquired by Buyer or its designee will be, fully paid and non-assessable. 5. There are no actions, suits, proceedings or claims pending or, to your knowledge, threatened with respect to or in any manner affect your ownership of the Option Shares. In order to induce you to enter into this agreement, the Buyer represents and warrants to you as follows, which representations shall be accurate as of the Closing and shall survive the Closing: 1. Buyer has the power and authority to execute, deliver and perform this agreement, which has been duly executed and delivered and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms. 2. Buyer's execution and performance of this agreement does not violate any law or regulation, or any agreement to which its a party. 3. Neither the Buyer nor any of its affiliates beneficially owns, directly or indirectly (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, as in effect on the date hereof) any shares of capital stock of the Company (other than the Option Shares). Miscellaneous - ------------- This agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, among the parties hereto with respect to the subject matter hereof. This agreement may only be amended in a writing signed by each of the parties hereto. The parties shall agree to execute such additional documents and take such further steps following the Closing as either party may reasonably request to effectuate the transaction contemplated by this agreement. All notices and other communications under this agreement shall be made to the party entitled to receive the same at such party's address noted above. Notice and communications to the Buyer shall be addressed to the attention of its Chairman and CEO. Nothing expressed or implied in this agreement is intended, or shall be construed, to confer upon or give any party other than the Buyer and you any rights or remedies under or by reason of this agreement. Each party hereto (in such capacity an "Indemnifying Party") shall indemnify, defend and hold harmless the other party hereto (in such capacity an "Indemnified Party") from and against any and all damages, claims, losses, expenses, costs, obligations and liabilities (including, without limitation, reasonable attorneys' fees and expenses) suffered by the Indemnified Party and resulting from or arising in connection with any false or incorrect representation or warranty made by the Indemnifying Party herein, or the breach by the Indemnifying Party of its covenants and agreements hereunder. The parties' obligations pursuant to his paragraph shall survive the termination of this agreement. Each party shall bear its own expenses. This agreement shall be governed by, construed and enforced under the laws of the State of Delaware. This agreement may be executed in any number of counterparts and via facsimile, each of which shall be deemed to be an original and all of which shall be deemed to be one and the same agreement. If this letter accurately reflects your understanding, kindly confirm your acceptance by signing this letter in the space provided. Very truly yours, By: /s/ Jim Lillie -------------------- Name: Jim Lillie Title: President Accepted and agreed: Gino N. Pala /s/ Gino N. Pala - --------------------------- Date: January 9, 2004 EX-99 6 support.txt SUPPORT AGREEMENT DTD 1/9/2004 Exhibit 99-4 ------------ JARDEN CORPORATION 555 Theodore Fremd Avenue Rye, New York 10580 January 9, 2004 Mr. Gino N. Pala c/o Dixon Ticonderoga Company 195 International Parkway Heathrow, FL 32746 Re: Support Agreement ----------------- Dear Gino: As you are aware, Jarden Corporation (the "Buyer") has entered into a letter agreement (the "Exclusivity Agreement") with Dixon Ticonderoga Company (the "Company") dated as of even date herewith, pursuant to which, among other things, the Company granted to the Buyer the exclusive right to negotiate with the Company regarding a potential transaction involving the Company. In order to provide you with enhanced financial security and sufficient encouragement to maximize the value of the Company through a Vesting Event (as hereinafter defined), the Buyer believes that it is imperative upon the occurrence of a Vesting Event (as hereinafter defined) to provide you with the financial benefits set forth in this Support Agreement and its Exhibit "A" attached hereto (the "Support Agreement"). In the event that the Buyer or an affiliate of the Buyer consummates a Transaction (as such term is defined in the Exclusivity Agreement) or the Buyer or an affiliate consummates any tender offer, merger, purchase of substantially all of the assets of the Company, or other form of business combination with the Company (a "Vesting Event"), the Buyer (i) shall cause the Company's or its successors performance and payment of all of the Buyer's and the Company's obligations under and pursuant to the terms and conditions of this Support Agreement and the Employment Agreement executed by you and the Company dated January 1, 1995 (the "Employment Agreement"), including, without limitation, the payment of all compensation and benefits as set forth in Exhibit "A" hereto, (ii) shall promptly take all actions necessary to enable the Company or its successor to pay and perform all of its obligations under and pursuant to the terms and conditions of this Support Agreement and the Employment Agreement, including, without limitation, contributing sufficient capital to the Company or its successor to enable such payment and performance, and (iii) agrees that neither the Buyer nor any affiliate of the Buyer will take any action that would render the Company or its successor unable to pay and perform its obligations under and pursuant to the terms and conditions of this Support Agreement and the Employment Agreement. The Buyer consents and agrees that it may be sued by you with or without joining the Company and without first or contemporaneously suing the Company. This Support Agreement shall be binding upon the Buyer's and the Company's successors and assigns. Promptly after the Vesting Event, the Buyer will cause the Company to acknowledge the Company's obligations to provide you with the benefits set forth in this Support Agreement and its Exhibit "A" attached hereto. The parties acknowledge and agree that nothing contained herein shall constitute an agreement, or otherwise create any obligation for the Buyer, to acquire control of the Company. Whenever used in this Support Agreement, the term "affiliate" shall mean, in respect to any person or entity, any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the first person or entity. You shall not be required to mitigate the amount of any payment contemplated by this Support Agreement or the Employment Agreement, nor shall any such payment be reduced by any earnings that you may receive from any other source. This Support Agreement and the Employment Agreement constitute the entire agreement, and supersede all prior agreements and understandings, among the parties hereto with respect to the subject matter hereof. This Support Agreement may only be amended in a writing signed by each of the parties hereto. The parties shall agree to execute such additional documents and take such further steps as either party may reasonably request to effectuate the transaction contemplated by this Support Agreement. The validity, interpretation, construction and performance of this Support Agreement shall be governed by the laws of the State of Florida. If any party brings an action to enforce a party's rights under this Support Agreement or the Employment Agreement, the prevailing party in such action shall be entitled to recover from the non-prevailing party payment of all expenses (including reasonable attorneys' fees and costs) incurred by the prevailing party in such action. This Support Agreement may be executed in any number of counterparts and via facsimile, each of which shall be deemed to be an original and all of which shall be deemed to be one and the same agreement. This Support Agreement shall be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In the event that the Vesting Event does not occur on or before December 31, 2004, all terms and provisions of this Support Agreement shall become null, void and without any force or effect. [Remainder of this Page Intentionally Left Blank] If this letter accurately reflects our agreement, kindly confirm your acceptance by signing this letter in the space provided. Very truly yours, JARDEN CORPORATION By: /s/ Jim Lillie -------------------- Name: Jim Lillie Title: President Accepted and agreed: /s/ Gino N. Pala - --------------------------- Date: January 9, 2004 Exhibit "A" to Pala Support Agreement ------------------------------------- 1. Notwithstanding any terms of the Employment Agreement to the contrary, the parties agree that upon the occurrence of a Vesting Event you will immediately resign from employment with the Company. Immediately upon your resignation, you shall be entitled to the following pay, benefits and entitlements: (a) Severance pay in the amount of two years of your annual base salary in effect as of the Vesting Event, to be paid in a lump sum on or before the fifteenth day following the date of your resignation (the "Termination Date"), or in equal semimonthly installments on the fifteenth and last days of each month commencing with the month in which the Termination Date occurs and continuing for six months, at your option. In the event of your death, severance payments shall be tendered by the Company or its successor to Executive's estate as directed by its administrator or executor. (b) For three years following the Termination Date, continued enrollment for you and your family in all employee benefit plans and programs in which you and your family were entitled to participate as of the Vesting Event or immediately prior to the Termination Date, whichever is more favorable to you, upon the same terms and conditions as you participated on such date, provided your continued participation is possible under the general terms and provisions of such plans and programs. The continued benefits to which you and your family shall be entitled include but are not limited to health insurance (including matching benefits and coverage for preexisting conditions); 401K matching contributions; country club membership fees, dues and assessments; health club memberships; executive physical examinations (e.g., Mayo Clinic); professional association dues; continuing education fees; and any other benefits you and your family were entitled to receive as of the Vesting Event or immediately prior to the Termination Date, whichever is more favorable to you. In the event of your death, your surviving family members shall continue to receive the foregoing benefits to the maximum extent allowable by law. The Company and the Buyer retain the right to terminate, alter, replace or modify benefits under any plans or policies including those governed by ERISA rules and regulations (as opposed to executive perquisites such as club memberships) on a non-discriminatory basis from time to time, provided that such actions do not materially reduce the value of the aggregate benefits provided to you under such plans or policies (in light of any additional benefits provided to you in connection with such termination, alteration, replacement or modification). -----END PRIVACY-ENHANCED MESSAGE-----