-----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, F/+cOnj9ZLjxGHeQ1ye3YB1YMMsNyZohyPugjPKMXrHh6SZyQSqHNU5IjwrjAfDv YgrenQj0Ctag+U5dux9lYg== 0000014995-04-000020.txt : 20040211 0000014995-04-000020.hdr.sgml : 20040211 20040211100848 ACCESSION NUMBER: 0000014995-04-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031231 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040211 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: 04584116 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 PRESS RELEASE DATED FEBRUARY 14, 2004 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 February 11, 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 February 11, 2004, the Company issued the press release, attached hereto as Exhibit 99-1, announcing its first quarter results, and an extension of the exclusivity agreement, attached hereto as Exhibit 99-2, between Jarden Corporation and the Company. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. - ------- ---------------------------------- (a) Not Applicable. (b) Not Applicable. (c) Exhibits 99-1 Press Release dated February 11, 2004 99-2 Amendment to Exclusivity Agreement dated February 10, 2004 ITEM 9. REGULATION FD DISCLOSURE (Information Being Provided Under Item 12). - ------- -------------------------------------------------------------------- In accordance with SEC Release No. 33-8216, the following information, intended to be furnished under "Item 12 -- Results of Operations and Financial Condition," is instead furnished under "Item 9 -- Regulation FD Disclosure." This information shall not be deemed "filed" for purposed of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On February 11, 2004, Dixon Ticonderoga Company (the "Company") issued a press release announcing its results of operations for the three months ended December 31, 2003. A copy of the press release is attached hereto as Exhibit 99-1 and is incorporated herein by reference. The Company urges investors to carefully review all financial information included as part of the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, as well as quarterly earnings releases. 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: February 11, 2004 ------------------------------- By: /s/ Gino N. Pala ------------------------------- Gino N. Pala Chairman of Board, Co-Chief Executive Officer and Director EX-99 3 exhibit99-1.txt PRESS RELEASE DATED FEBRUARY 14, 2004 N E W S R E L E A S E ----------------------- Dixon Ticonderoga Company 195 International Parkway Heathrow, Florida 32746 (407) 829-9000 February 11, 2004 Contact: Gino N. Pala (407) 829-9000 FOR IMMEDIATE RELEASE DIXON TICONDEROGA ANNOUNCES FIRST QUARTER RESULTS; -------------------------------------------------- EXTENDS EXCLUSIVITY AGREEMENT WITH JARDEN CORPORATION ----------------------------------------------------- HEATHROW, Fla. ---- Dixon Ticonderoga Company (AMEX:DXT) today announced a net loss of ($879,621) or (.27) per basic and diluted share for the fiscal quarter ended December 31, 2003, compared with a net loss of ($932,530) or ($0.29) per basic and diluted share in the prior year quarter. The prior year quarter includes the effects of debt refinancing and restructuring costs totaling $699,212 and other income of $440,820. First quarter revenue was $15,478,620 compared with $15,869,790 in the prior year. Weighted average shares outstanding during the quarter were 3,202,142 compared with 3,192,832 a year ago. Commenting on the first quarter results, Chairman and Co-Chief Executive Officer Gino N. Pala said, "We are pleased to report that our U.S. Consumer Group's performance again showed strong improvement as its operating income increased in excess of $600,000 in the first quarter of fiscal 2004, reflecting the benefits of our recent plant consolidation and cost reduction initiatives. Unfortunately, this improvement was offset by lower foreign operating results, where economic and currency effects were unfavorable during the period. Despite the slow start, we expect the foreign operations to improve over the remainder of the fiscal year. Historically, we incur losses in the first half of our fiscal year due to the seasonal nature of our consumer business. However, we are encouraged by this trend of significant improvement in the U.S. and are hopeful this will continue during the balance of our fiscal year as we continue to realize enhanced profitability from our efforts over the past several years." The Company also announced today that it and Jarden Corporation (NYSE:JAH) have signed an extension to the exclusivity agreement they signed on January 9, 2004. The extension will allow Jarden until 5:00 p.m. on February 29, 2004, subject to earlier termination under certain circumstances, to complete its due diligence evaluation of 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 or assets of the Company, and to continue to negotiate the terms of related definitive documentation. Dixon Ticonderoga Company, 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 supplies, including the Ticonderoga(R), Prang(R) and Dixon(R) brands. Headquartered in Heathrow, Florida, Dixon Ticonderoga employs approximately 1,600 people at 8 facilities in the U.S., Canada, Mexico, the U.K. and China. The company has been listed on the American Stock Exchange since 1988 under the symbol DXT. Forward-Looking Statements -------------------------- Any "forward-looking" statements in this press release (including, among others, management's belief that its operating performance will improve during the remainder of the fiscal year and whether or not a transaction with Jarden Corporation will be consummated) involve known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from those expressed or implied by such forward-looking statements. Such risks include (but are not limited to) difficulties encountered with the Company's plant consolidation and cost reduction programs; manufacturing inefficiencies; increased competition; reduced revenues; U.S. and foreign economic factors; interest rate fluctuation risk; foreign currency exchange risk; and the risk that negotiations with Jarden Corporation will be terminated before the execution of definitive agreements, among others. # # # # DIXON TICONDEROGA COMPANY ------------------------- - - - EARNINGS HIGHLIGHTS - - - -------------------------------- Three Months Ended December 31, 2003 2002 ---- ---- Revenues $15,478,620 $15,869,790 ============ ============ Operating Loss $ (295,432) $(1,014,914) Other Income -- 440,820 Interest Expense (774,088) (804,227) Income Tax Benefit 180,739 436,553 Minority Interest 9,160 9,238 ------------ ------------ Loss From Continuing Operations $ (879,621) $ (932,530) ============ ============ Net Loss $ (0.27) $ (0.29) ============ ============ Weighted Average Shares (Basic and Diluted) 3,202,149 3,192,832 ============ ============ EX-99 4 exhibit99-2.txt LETTER EXTENDING EXCLUSIVITY AGREEMENT JARDEN CORPORATION 555 Theodore Fremd Avenue Rye, New York 10580 February 10, 2004 The Board of Directors Dixon Ticonderoga Company 195 International Parkway Heathrow FL 32746 Attention: Gino N. Pala Re: Amendment to Exclusivity Agreement Dear Sirs: Reference is made to the Exclusivity Agreement, dated January 9, 2004, by and between Jarden Corporation, a Delaware corporation ("Buyer") and Dixon Ticonderoga Company, a Delaware corporation (the "Company"). In view of discussions between Buyer and the Company of potential alternative acquisition structures and Buyer's ongoing due diligence review, Buyer and the Company hereby agree to amend the Exclusivity Agreement as follows: 1. The first paragraph of the Exclusivity Agreement is amended to read in its entirety as follows: 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 197451.1 The Board of Directors Dixon Ticonderoga Company Page 2 common stock of the Company by merger or otherwise or acquire assets of the Company, and to negotiate the terms of definitive documentation with respect thereto, the Company and the Buyer agree that: 2. Paragraph 2 of the Exclusivity Agreement is amended to read in its entirety as follows: 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 29, 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 acquisition agreement, and (iii) the time at which the discussions and negotiations with respect to the Transaction have been finally terminated by the Buyer (the "Termination Date"). 3. The date referenced in clause (ii) of Paragraph 6 of the Exclusivity Agreement is changed from "February 10, 2004" to "February 29, 2004". In all other respects, the terms of the Exclusivity Agreement shall remain the same. This amendment 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 amendment correctly expresses our mutual intentions, please execute and return the enclosed copy of this letter to the undersigned. JARDEN CORPORATION By: /s/ Desiree DeStefano ------------------------------------ Name: Desiree DeStefano Title: SVP AGREED TO AND ACCEPTED ON FEBRUARY 10, 2004 DIXON TICONDEROGA COMPANY By: /s/ Richard A. Asta ------------------------------------ Name: Richard A. Asta Title: CFO 620854v6 197451.1 -----END PRIVACY-ENHANCED MESSAGE-----