-----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, DmVJhP5HYPGzLkaoTdCxF2dfJL7VW0osuN7+doT7h/4SYMwvhumQGsN3ZQhnb3t1 sTg98uhMNhQ5tdlFL8TQkQ== 0000950136-04-000890.txt : 20040329 0000950136-04-000890.hdr.sgml : 20040329 20040326184219 ACCESSION NUMBER: 0000950136-04-000890 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040329 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: 04694289 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 NO. 4 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 4) 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 March 26, 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 - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 0 WITH ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) N/A - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 4 to Schedule 13D ("Amendment No. 4") 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. 4 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, as further amended by Amendment No. 2 to Schedule 13D, dated February 27, 2004, and as further amended by Amendment No. 3 to Schedule 13D, dated March 12, 2004. Capitalized terms used in this Amendment No. 4 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 paragraphs to the end of such item: Pursuant to a letter agreement, dated March 26, 2004 (the "Exclusivity Agreement Termination Letter"), between the Reporting Person and the Issuer, discussions and negotiations with respect to a strategic transaction between the Reporting Person and the Issuer were finally terminated and the Exclusivity Agreement was terminated. A copy of the Exclusivity Agreement Termination Letter is annexed hereto as Exhibit No. 6, and the foregoing description of the Exclusivity Agreement Termination Letter is qualified by the full text of the Exclusivity Agreement Termination Letter. Also, pursuant to a letter agreement, dated March 26, 2004 (the "Option Agreement Termination Letter"), between the Reporting Person and Gino N. Pala, the Issuer's Chairman and Co-CEO, the Option Agreement between the Reporting Person and Mr. Pala was terminated. A copy of the Option Agreement Termination Letter is annexed hereto as Exhibit No. 7, and the foregoing description of the Option Agreement Termination Letter is qualified by the full text of the Option Agreement Termination Letter. Item 5. Interest in Securities of the Issuer Item 5 of the Schedule 13D is amended by adding the following paragraph to the end of such item: As a result of the termination of the Option Agreement pursuant to the Option Agreement Termination Letter, the Reporting Person shall no longer be deemed to beneficially own any Shares. Item 7. Material to be Filed as Exhibits Item 7 of the Schedule 13D is amended by adding the following Exhibits 6 and 7 to the end of such item: 6. Exclusivity Agreement Termination Letter, dated March 26, 2004, between Jarden Corporation and Dixon Ticonderoga Company. 3 7. Option Agreement Termination Letter, dated March 26, 2004, between Jarden Corporation and Gino N. Pala. 4 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: March 26, 2004. JARDEN CORPORATION By: /s/ Desiree Destefano -------------------------------- Name: Desiree Destefano Title: Senior Vice President EX-99.6 3 file002.txt EXCLUSIVITY AGREEMENT 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. The 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: Senior Vice President AGREED TO AND ACCEPTED ON March 26, 2004 DIXON TICONDEROGA COMPANY By: /s/ Richard A. Asta ----------------------------------- Name: Richard A. Asta Title: Chief Financial Officer EX-99.7 4 file003.txt OPTION AGREEMENT TERMINATION LETTER JARDEN CORPORATION 555 Theodore Fremd Avenue Rye, New York 10580 March 26, 2004 Mr. Gino N. Pala c/o Dixon Ticonderoga Company 195 International Parkway Heathrow, FL 32746 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: Senior Vice President Accepted and agreed: Gino N. Pala /s/ Gino N. Pala - --------------------------- Date: March 26, 2004 -----END PRIVACY-ENHANCED MESSAGE-----