-----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, Q30fI22r+Ez5I0QpyEn0o9z6n5orQ9W4lk8EYEwz3+IUdoJphx7l5APFMnjrpOD4 HWx2IE5csiz1ZlWx4PVQyg== 0000950136-04-000608.txt : 20040301 0000950136-04-000608.hdr.sgml : 20040301 20040227184648 ACCESSION NUMBER: 0000950136-04-000608 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040301 SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-08942 FILM NUMBER: 04637081 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JARDEN CORP CENTRAL INDEX KEY: 0000895655 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190] IRS NUMBER: 351828377 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 555 THEODORE FREMD AVE CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 914 967 9400 MAIL ADDRESS: STREET 1: 555 THEODORE FREMD STREET 2: AVE CITY: RYE STATE: NY ZIP: 10580 SC 13D/A 1 file001.txt AMENDMENT TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 2) Under the Securities Exchange Act of 1934 DIXON TICONDEROGA COMPANY - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $1.00 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 255860108 - -------------------------------------------------------------------------------- (CUSIP Number) Jarden Corporation 555 Theodore Fremd Avenue Rye, New York 10580 Attention: Martin E. Franklin (914) 967-9400 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Robert L. Lawrence, Esq. Kane Kessler PC 1350 Avenue of the Americas New York, New York 10019 (212) 541-6222 February 27, 2004 - -------------------------------------------------------------------------------- (Date of Event which requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /. SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP No. 255860108 Page 2 of 4 Pages - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jarden Corporation 35-1828377 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ----------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 440,000 EACH ----------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 440,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.74% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 2 to Schedule 13D ("Amendment No. 2") relates to shares of the Common Stock, $1.00 par value per share (the "Shares"), of Dixon Ticonderoga Company, a Delaware corporation (the "Issuer"). This Amendment No. 2 amends the initial statement (the "Schedule 13D") on Schedule 13D, dated January 9, 2004, of Jarden Corporation, a Delaware corporation, as amended by Amendment No. 1 to Schedule 13D, dated February 11, 2004. Capitalized terms used in this Amendment No. 2 not otherwise defined have the meanings ascribed to them in the Schedule 13D. Information contained in this statement is as of the date hereof, unless otherwise expressly provided herein. Item 4. Purpose of the Transaction Item 4 of the Schedule 13D is amended by adding the following paragraph to the end of such item: On February 27, 2004, the Reporting Person and the Issuer entered into a Second Amendment to Exclusivity Agreement (the "Second Amendment to Exclusivity Agreement") pursuant to which, among other things, the Reporting Person's exclusive right to negotiate with the Issuer regarding a strategic transaction was extended until March 12, 2004 (subject to earlier termination under certain circumstances). A copy of the Second Amendment to Exclusivity Agreement is annexed hereto as Exhibit 4, and the foregoing description of the Exclusivity Agreement is qualified by the full text of the Exclusivity Agreement as amended by the Amendment to Exclusivity Agreement and the Second Amendment to Exclusivity Agreement. Item 7. Material to be Filed as Exhibits Item 7 of the Schedule 13D is amended by adding the following Exhibit No. 4 to the end of such item: 4. Second Amendment to Exclusivity Agreement, dated February 27, 2004, between Jarden Corporation and Dixon Ticonderoga Company. 3 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 27, 2004. JARDEN CORPORATION By: /s/ Desiree DeStefano ---------------------------- Name: Desiree DeStefano Title: Senior Vice President EX-4 3 file002.txt SECOND AMENDMENT TO EXCLUSIVITY AGREEMENT 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 The Board of Directors Dixon Ticonderoga Company Page 2 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) 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: Senior Vice President AGREED TO AND ACCEPTED ON FEBRUARY 27, 2004 DIXON TICONDEROGA COMPANY By: /s/ Richard A. Asta ----------------------------------- Name: Richard A. Asta Title: Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----