-----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, RoD86Yb3uk+xfgcpUf5ryd5cv8ImjGxqCPys7tcZWzV9TjQKTvvKS8yPgUl1K/7V ojQfXIlsnl/aeZYNn16Q3g== 0000014995-04-000037.txt : 20040329 0000014995-04-000037.hdr.sgml : 20040329 20040329091806 ACCESSION NUMBER: 0000014995-04-000037 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040329 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040329 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: 04694633 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 FORM 8-K DATED MARCH 26, 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 March 29, 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 March 29, 2004, the Company issued a press release, attached hereto as Exhibit 99-1, addressing the termination of discussions between it and Jarden Corporation with respect to a possible transaction between the companies. Also attached as Exhibits 99-2 through 99-4 are documents terminating related agreements. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. - ------- ---------------------------------- (a) Not Applicable. (b) Not Applicable. (c) Exhibits 99-1 Press Release dated March 26, 2004 99-2 Termination of Exclusivity Agreement 99-3 Termination of Option Agreement 99-4 Termination of Support Agreements 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: March 29, 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 DATED MARCH 29, 2004 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 March 29, 2004 Contact: Richard A. Asta (407) 829-9000 FOR IMMEDIATE RELEASE ---------------------------------------------------------------- DIXON TICONDEROGA AND JARDEN CORPORATION TERMINATE NEGOTIATIONS ---------------------------------------------------------------- HEATHROW, Fl. ---- Dixon Ticonderoga Company (AMEX:DXT) announced today that it and Jarden Corporation (NYSE:JAH) have terminated negotiations with respect to a possible transaction between the companies. 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 products, including the well-known 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. # # # # EX-99 4 exclusivitytermination.txt TERMINATION OF EXCLUSIVITY AGREEMENT Exhibit 99-2 ------------ JARDEN CORPORATION 555 Theodore Fremd Avenue Rye, New York 10580 March 26, 2004 The Board of Directors Dixon Ticonderoga Company 195 International Parkway Heathrow FL 32746 Attention: Gino N. Pala Re: Termination of Exclusivity Agreement ------------------------------------ Dear Sirs: Reference is made to the Exclusivity Agreement, dated January 9, 2004, as amended on February 10, 2004, as further amended on February 27, 2004, and as further amended on March 12, 2004, by and between Jarden Corporation, a Delaware corporation ("Buyer") and Dixon Ticonderoga Company, a Delaware corporation (the "Company"). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Exclusivity Agreement. In view of the fact that the discussions and negotiations with respect to the Transaction have been finally terminated by Buyer and the Company as of the date hereof, Buyer and the Company hereby agree that the Exclusivity Agreement shall terminate as of the date hereof. PeterThe Board of Directors Dixon Ticonderoga Company Page 2 This letter 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 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 MARCH 26, 2004 DIXON TICONDEROGA COMPANY By: /s/ Richard A. Asta -------------------- Name: Richard A. Asta Title: CFO EX-99 5 terminationoption.txt TERMINATION OF OPTION AGREEMENT Exhibit 99-3 ------------ JARDEN CORPORATION 555 Theodore Fremd Avenue Rye, New York 10580 March 26, 2004 The Board of Directors Dixon Ticonderoga Company 195 International Parkway Heathrow FL 32746 Attention: Gino N. Pala Re: Termination of Option to Purchase 440,000 Shares of Common Stock ---------------------------------------------------------------- Dear Gino: Reference is made to the Option Agreement, dated January 9, 2004 (the "Option Agreement"), between Jarden Corporation ( "Buyer") and you, pursuant to which you granted to Buyer and/or its affiliates or designees the irrevocable right and option to purchase from you 440,000 shares of common stock, $1 par value per share, of Dixon Ticonderoga Company (the "Company") at a price per share equal to $5.00, subject to the terms and conditions set forth therein. You entered into the Option Agreement as a condition to Buyer entering into a letter agreement with the Company, dated as of January 9, 2004 (as amended, the "Exclusivity Agreement"), pursuant to which the Company granted to Buyer the exclusive right to negotiate with the Company regarding a potential transaction involving the Company. As you are aware, pursuant to a letter dated as of the date hereof, Buyer and the Company have finally terminated discussions and negotiations with respect to a potential transaction and have terminated the Exclusivity Agreement. In view of the termination of discussions and negotiations between Buyer and the Company and the corresponding termination of the Exclusivity Agreement, you and Buyer hereby agree to terminate the Option Agreement. This letter 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, JARDEN CORPORATION By: /s/ Desiree DeStefano --------------------- Name: Desiree DeStefano Title: SVP Accepted and agreed: Gino N. Pala /s/ Gino N. Pala - --------------------------- Date: March 26, 2004 EX-99 6 terminationsupport.txt TERMINATION OF SUPPORT AGREEMENTS Exhibit 99-4 ------------ JARDEN CORPORATION 555 Theodore Fremd Avenue Rye, New York 10580 March 26, 2004 Mr. Gino N. Pala Mr. Leonard D. Dahlberg, Jr. Mr. Richard F. Joyce Mr. Richard A. Asta c/o Dixon Ticonderoga Company 195 International Parkway Heathrow, FL 32746 Re: Termination of Support Agreements --------------------------------- Dear Sirs: Reference is made to the Support Agreements, each dated January 9, 2004 (each, a "Support Agreement"), between each of you and Jarden Corporation. Each of you entered into a Support Agreement in connection with Buyer entering into a letter agreement with the Company, dated as of January 9, 2004 (as amended, the "Exclusivity Agreement"), pursuant to which the Company granted to Buyer the exclusive right to negotiate with the Company regarding a potential transaction involving the Company. As you are aware, pursuant to a letter dated as of the date hereof, Buyer and the Company have finally terminated discussions and negotiations with respect to a potential transaction and have terminated the Exclusivity Agreement. In view of the termination of discussions and negotiations between Buyer and the Company and the corresponding termination of the Exclusivity Agreement, each of you and Buyer hereby agree to terminate the respective Support Agreements. This letter 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, JARDEN CORPORATION By: /s/ Desiree DeStefano --------------------- Name: Desiree DeStefano Title: SVP Accepted and agreed: Gino N. Pala /s/ Gino N. Pala - ---------------------------- Leonard D. Dahlberg, Jr. /s/ Leonard D. Dahlberg, Jr. - ---------------------------- Richard F. Joyce /s/ Richard F. Joyce - ---------------------------- Richard A. Asta /s/ Richard A. Asta - ---------------------------- Dated as of March 29, 2004 -----END PRIVACY-ENHANCED MESSAGE-----