-----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, Wobe97ioBRQC0ldHZpgMX+Si+y7pQQ3xorGoSVLfKdTFFOsfFxO6KwzaFFppA7vX ACYUGQ6A9VW2yo6t2Vkdnw== 0000014995-04-000027.txt : 20040227 0000014995-04-000027.hdr.sgml : 20040227 20040227162815 ACCESSION NUMBER: 0000014995-04-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040227 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040227 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: 04635669 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 FROM 8-K 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 27, 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 27, 2004, the Company issued a press release, attached hereto as Exhibit 99-1, addressing the Company's execution of the Second Amendment to the Exclusivity Agreement with Jarden Croporation, which is attached hereto as Exhibit 99-2. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. - ------- ---------------------------------- (a) Not Applicable. (b) Not Applicable. (c) Exhibits 99-1 Press Release dated February 27, 2004 99-2 Second Amendment to Exclusivity Agreement dated February 27, 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: February 27, 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 2/27/04 Exhibit 99-1 ------------ N E W S R E L E A S E ----------------------------------- Dixon Ticonderoga Company 195 International Parkway, Heathrow, Florida 32746 (407) 829-9000 February 27, 2004 Contact: Richard Asta (407) 829-9000 FOR IMMEDIATE RELEASE ----------------------------------------------------------- DIXON EXTENDS EXCLUSIVITY AGREEMENT WITH JARDEN CORPORATION ----------------------------------------------------------- HEATHROW, Fl. ---- Dixon Ticonderoga Company (AMEX:DXT) announced today that it and Jarden Corporation (NYSE:JAH) have signed a second extension to the exclusivity agreement signed on January 9, 2004. The most recent extension will allow Jarden until 5:00 p.m. on March 12, 2004, subject to earlier termination under certain circumstances, to complete its remaining due diligence evaluation of a potential transaction among Jarden and Dixon in which Jarden or its affiliate may acquire specified assets of the Company, and to continue to negotiate the terms of related definitive documentation. Forward-Looking Statements -------------------------- Any "forward-looking" statements in this press release 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) the risk that negotiations with Jarden Corporation will be terminated before the execution of definitive agreements, among others. # # # # EX-99 4 secondamend.txt SECOND AMENDMENT TO EXCLUSIVITY AGREEMENT Exhibit 99-2 ------------ JARDEN CORPORATION 555 Theodore Fremd Avenue Rye, New York 10580 February 27, 2004 The Board of Directors Dixon Ticonderoga Company 195 International Parkway Heathrow FL 32746 Attention: Gino N. Pala Re: Second Amendment to Exclusivity Agreement Dear Sirs: Reference is made to the Exclusivity Agreement, dated January 9, 2004, as amended on February 10, 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") between or among Dixon Ticonderoga Company, a Delaware corporation (the "Company"), Buyer and/or a wholly owned subsidiary of Buyer to be formed ("Newco"), in which Buyer and/or Newco would acquire specified assets of the Company, and to The Board of Directors Dixon Ticonderoga Company Page 2 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) March 12, 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 29, 2004" to "March 12, 2004". In all other respects, the terms of the Exclusivity Agreement shall remain the same. The Board of Directors Dixon Ticonderoga Company Page 3 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 27, 2004 DIXON TICONDEROGA COMPANY By: /s/ Richard A. Asta -------------------- Name: Richard A. Asta Title: CFO -----END PRIVACY-ENHANCED MESSAGE-----