<PAGE> 1
DIXON TICONDEROGA COMPANY
195 International Parkway
Heathrow, Florida 32746
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
March 1, 1996
To the Shareholders of
DIXON TICONDEROGA COMPANY
Notice is hereby given that the Annual Meeting of Shareholders of
DIXON TICONDEROGA COMPANY (hereinafter called the "Company"), a Delaware
corporation, will be held at 195 International Parkway, Heathrow, Florida,
on March 1, 1996 at 11:00 a.m., for the following purposes:
(1) To elect two Directors for a three-year term.
(2) To transact such other business as may properly come before the
meeting or any adjournment thereof.
In accordance with the By-Laws of the Company, the Board of Directors
has fixed the close of business on December 22, 1995 as the record date for
the determination of shareholders entitled to notice of, and to vote at
such meeting or any adjournment thereof.
By Order of the Board of Directors,
Laura Van Camp
Secretary
Heathrow, Florida
January 19, 1996
YOUR VOTE IS IMPORTANT
All shareholders are cordially invited to attend the meeting. Whether or
not you plan to attend in person, you are urged to mark, date and sign the
enclosed proxy and return it promptly in the envelope provided. This will
assure your representation at the meeting. If you do attend the meeting in
person, you may revoke your proxy by giving written notice of its
revocation to the Secretary of the meeting before the proxy is voted or by
casting your vote in person.
<PAGE> 2
DIXON TICONDEROGA COMPANY
195 International Parkway, Heathrow, Florida 32746
PROXY STATEMENT
The enclosed proxy statement is solicited on behalf of the Board of
Directors of Dixon Ticonderoga Company (hereinafter the "Company") for use
at the Annual Meeting of Shareholders to be held at the time, place and for
the purposes set forth in the accompanying Notice of Annual Meeting or at
any adjournment thereof. If the enclosed proxy card is executed and
returned by a shareholder, it nevertheless may be revoked at any time
before it has been voted.
The shares represented at the meeting by the enclosed proxy will be
voted as marked on all matters to be acted upon at the meeting. Only
shareholders of record at the close of business on December 22, 1995 will
be entitled to vote at the meeting. The outstanding voting shares of the
Company at the close of business on December 22, 1995 consisted of
3,198,319 shares of the Common Stock and each such share is entitled to one
vote. Shareholders do not have cumulative voting rights. On the record
date there were 3,198,319 shares of the Company's Common Stock outstanding
and entitled to vote and 1,599,160 shares will therefore constitute a
quorum.
The mailing of this Proxy Statement, together with the Company's
Annual Report on Form 10-K for fiscal year ended September 30, 1995,
commenced on January 19, 1996.
<PAGE> 3
MAJOR STOCKHOLDERS
The only stockholders known by the Company to own beneficially more
than 5% of the shares outstanding as of November 30, 1995, are as follows:
Shares of Stock Percentage
Name & Address Nature of Beneficial Beneficially Outstanding
Beneficial Owner Ownership Owned Shares
- ------------------ -------------------- --------------- -----------
Gino N. Pala Sole Voting &
2600 Maitland Investment Power 478,620 14.7%
Center Parkway Sole Voting Power &
Suite 200 Shared Investment Power 245,775 7.5%
Maitland, FL 32751 Option 66,700 2.0%
SunTrust Banks, Inc. Sole Voting &
25 Park Place, N.E. Investment Power 160,000 5.0%
Atlanta, GA 30303
<PAGE>
<PAGE> 4
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of November 30, 1995, the number of
shares of the Company's voting securities owned beneficially to the
knowledge of the Company by each director and by all officers and directors
of the Company as a group. All shares are subject to the person's sole
voting and investment power except where otherwise indicated.
Name of Amount and Nature of Percentage of
Beneficial Owner Beneficial Ownership Voting Securities
- ---------------- -------------------- -----------------
Gino N. Pala 791,095<F1> 24.2%
Richard F. Joyce 20,710<F2> *
Richard A. Asta 21,000<F3> *
Samuel B. Casey, Jr. 1,374 *
John E. Ramondo -0- *
Joseph R. Sadowski 8,550 *
Philip M. Shasteen 9,969 *
Bobby Brantley -0- *
Fred H. Hawkins 82,000 2.6%
Ben Berzin, Jr. 500 *
All Executive Officers and
Directors as a Group
(14 Persons) 967,280<F4> 29.2%
- -------------------
* Indicates ownership is less than 1%.
[FN]
<F1> This includes 478,620 shares owned by him over which he has full
voting and investment power and 245,775 shares over which he has sole
voting and shared investment power only. In addition, this includes
an option to purchase 66,700 shares that can be exercised within the
next sixty days.
<F2> This includes options to purchase 17,250 shares that can be exercised
within the next sixty days. This does not include an irrevocable
trust having 97,420 shares for which Deborah Joyce (daughter of Gino
N. Pala and spouse of Richard F. Joyce) acts as Trustee.
<F3> This includes options to purchase 13,500 shares that can be exercised
within the next sixty days.
<F4> This includes options to purchase 118,745 shares that can be exercised
within the next sixty days.
[/FN]
<PAGE> 5
ELECTION OF DIRECTORS
INFORMATION ABOUT DIRECTORS
The Certificate of Incorporation of the Company provides that the
members of Dixon Ticonderoga Company Board of Directors shall be divided
into three classes, as nearly equal in number as possible, each of which is
to serve for three years, with one class being elected each year. The
terms of the Directors in Class III expire with this Annual Meeting.
Currently nine members are seated on the Board of Directors. Certain seats
within the three classes remain vacant. Directors are elected by a
plurality of the votes cast.
Unless authority with respect thereto is withheld in the proxy, it is
the intention of the persons named as proxies in the enclosed proxy card to
vote for the election as directors the nominees named below to serve as
directors until their respective terms expire and until their successors
shall have been elected and qualified. In the event that any nominee shall
become unable or unwilling to serve as a director, the proxies named in the
enclosed proxy card intend to vote for such other person as they deem
proper. The Board of Directors knows of no reason why any nominee will be
unable or unwilling to serve as a director.
Shareholders may vote for, or withhold their vote from, the entire
slate of nominees by marking the appropriate box on the proxy card.
Shareholders may withhold their votes from any particular nominee by
writing that nominee's name in the place indicated on the proxy card.
At the 1995 Annual Meeting of Shareholders 88.8% of the Common Shares
were present in person or by proxy and the percentage of total shares cast
for and withheld from the vote for each nominee is shown in the following
table:
Percentage
Withholding
Nominee Percentage For Authority
------------------ -------------- -----------
Gino N. Pala 88.4% 0.4%
Richard F. Joyce 88.4% 0.4%
Bobby Brantley 85.2% 3.6%
Albert J. Tigani<F1> 85.8% 3.0%
[FN]
<F1> Director Albert J. Tigani resigned from the Board of Directors in
fiscal 1995 due to personal reasons.
[/FN]
<PAGE> 6
<TABLE>
<CAPTION>
PRESENT DIRECTORS WHO ARE NOMINATED FOR RE-ELECTION:
Year Principal Occupation or Employment
First During the Past Five Years and Class & Year
Became Directorships of In Which
Name Age Director Other Public Companies Term Expires
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Joseph R. Sadowski 64 1986 Co-Chairman, Atlas Energy Group, Class III
Inc., Coraopolis, PA, since December 1996
1993. Founder and President, Atlas
Energy Group, Inc. since 1971.
Philip M. Shasteen 46 1986 Attorney/Shareholder, Johnson, Class III
Blakely, Pope, Boker, Ruppel & Burns, 1996
P.A., Tampa, FL, since August, 1992;
prior thereto Attorney, Philip M.
Shasteen, P.A., Tampa, PA, since 1986.
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
CONTINUING DIRECTORS WHOSE TERMS ARE NOT EXPIRING:
Year Principal Occupation or Employment
First During the Past Five Years and Class & Year
Became Directorships of In Which
Name Age Director Other Public Companies Term Expires
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Samuel B. Casey, Jr. 68 1983 Chairman of the Board of Dixon Class II
Ticonderoga Company, 1985-89. 1997
Director of Dresser Industries, Inc.
since 1983 and Indresco, Inc. since
1992.
John E. Ramondo 67 1986 Manager of Projects, Cogeneration Class II
Services, Inc. (a division of Kamine 1997
Development Corp.), Union, NJ
since 1990; prior thereto Vice
President, National Energy
Constructors,, Irvine, CA since 1988.
Fred H. Hawkins 68 1990 Chairman of the Board, Hawkins Class II
Construction Co., Omaha, NE, since 1997
1985; Chairman of the Board, Hawkins
Equipment Co., Omaha, NE, since 1985.
Ben Berzin, Jr. 48 1994 Senior Vice President, Midlantic Bank, Class II
N.A., since July 1990; prior thereto 1997
Senior Vice President, First Fidelity
Bank, N.A., Newawk, NJ since 1976.
Gino N. Pala 67 1978 Chairman of the Board of the Company Class I
(Father-in-law of since February 1989; President and 1998
Richard F. Joyce) Chief Executive Officer since July
1985; prior thereto President and
Co-Chief Executive Officer of the
Company since 1978.
Richard F. Joyce 40 1982 Vice Chairman of the Board since Class I
(Son-in-law of January 1990; Executive Vice President 1998
Gino N. Pala) and Chief Legal Executive of the
Company February 1991; prior thereto
Corporate Counsel since July 1990.
Bobby Brantley 46 1991 Governmental Consultant, Brantley & Class I
Associates, Tallahassee, FL since 1998
September 1995; prior thereto Real
estate sales, Telluride, CO, since
June 1992; prior thereto Executive
Director of the Florida Golf Council
since January 1991; prior thereto
Lieutenant Governor of the State of
Florida and Secretary of Florida
Department of Commerce since January 1986.
</TABLE>
<PAGE> 8
MEETINGS AND COMMITTEES OF THE BOARD
For the fiscal year ending September 30, 1995, the Board of Directors
of the Company met six times, including the annual meeting of directors
following the 1995 Annual Meeting of Shareholders. No director attended
less than seventy-five percent (75%) of (a) the Board meetings or (b) the
meetings of all committees on which he serves held during fiscal year.
The Board of Directors has an Audit Committee currently composed of
the following directors: Fred H. Hawkins (Chairman), Samuel B. Casey Jr.
and Ben Berzin Jr. The Audit Committee is primarily concerned with the
effectiveness of the Company's accounting policies and practices, financial
reporting and internal controls. Specifically, the Committee reviews and
approves the scope of the annual audit of the books and records of the
Company and reviews the findings and recommendations of the outside
auditors on completion of the audit; considers the organization, scope and
adequacy of the Company's internal controls function; monitors the extent
to which the Company has implemented changes recommended by the independent
auditors or the Committee; and provides oversight with respect to
accounting principles employed in the Company's financial reporting. The
Committee, comprised entirely of non-employee directors, met three times
during the past fiscal year.
The Board of Directors has a Compensation Committee currently composed
of the following directors: John Ramondo (Chairman) and Joseph R. Sadowski.
The Compensation Committee is primarily concerned with the Company's
organization, salary and non-salary compensation and benefit programs. The
Committee also recommends to the Board of Directors annual salaries, bonus
programs and stock option plans covering the Chief Executive Officer. The
Committee, comprised entirely of non-employee directors, met twice during
the past fiscal year.
Under the guidelines established by the previously adopted Management
Incentive Program ("MIP"), the Committee evaluates Dixon Ticonderoga's
management employee performance. Factors which are considered under the
MIP guidelines include: corporate performance, business unit performance
and personal performance. The corporate performance rating is largely based
upon the Company's growth in earnings per share. The business unit ratings
are based primarily on profit performance, return on equity and budgetary
success. The personal performance can include such factors as meeting set
strategic planning goals and organizational and management development.
Under the MIP, incentive awards are made annually to key management
employees as determined by top corporate management and approved by the
Committee and include both cash and stock incentives. The objectives of the
MIP are to motivate and reward the accomplishment of corporate and business
unit annual objectives, reinforce a strong performance orientation and
provide a fully competitive compensation package which will attract, reward
and retain individuals of the highest quality. As a pay-for-performance
plan, year-end cash bonus awards are paid only upon the achievement of
performance objectives established for the fiscal year. Appropriate
performance objectives are established for each fiscal year in support of
the Company's annual strategic plan and a weighting is established for each
component based on the relative importance of each to the individual. As
discussed below, stock options may also be granted to key employees as part
of the Company's incentive program.
<PAGE> 9
The Committee meets annually to evaluate the Chief Executive Officer's
performance and reports on that evaluation to the independent directors of
the Board. In 1995, the Committee rated highly the Chief Executive
Officer's role in raising corporate operating profit and his leadership in
developing and further carrying out the Company's financing and other
strategic objectives. However, the annual compensation level of $200,000
has not been increased in the last seven years. As discussed below, the
Company entered into an employment agreement with the Chief Executive
Officer and one other corporate officer in 1995. The Chief Executive
Officer also received a grant of 10,000 stock options in December, 1995.
Committee appointments are reviewed by the Board in March each year.
The Company does not have a Nominating Committee.
COMPENSATION OF DIRECTORS
Each non-employee director receives a retainer of $6,000.00 a year
plus $300.00 for each meeting of the Board of Directors he attends, and
$350.00 for each Committee meeting he attends. Officers-directors receive
$250.00 for each Board meeting attended. The Company also reimburses its
directors for travel, lodging and related expenses incurred in attending
Board and committee meetings and provides each director with liability
insurance.
<PAGE> 10
OFFICERS OF THE COMPANY
Name Age Title
- --------------------- --- ------------------------------
Gino N. Pala 67 Chairman of the Board since February
1989; President and Chief Executive
Officer since July 1985; prior thereto
President and Co-Chief Executive
Officer since August 1978.
Richard F. Joyce 40 Vice Chairman of the Board since
January 1990; Executive Vice President
and Chief Legal Executive since
February 1991; prior thereto Corporate
Counsel since July 1990.
John F. Millar 59 Executive Vice President/Industrial
Division since November 1985; prior
thereto Treasurer since September 1983.
Richard A. Asta 39 Executive Vice President of Finance and
Chief Financial Officer since February
1991; prior thereto Senior Vice
President-Finance and Chief Financial
Officer since March 1990. In February
1995, Mr. Asta was named in an
indictment stemming from his prior
employment with the accounting firm of
Laventhol & Horwath, which principally
relates to his involvement in allegedly
faulty audits of a client of that firm
in 1988. Mr. Asta has cooperated fully
in the Government's investigation of
events occurring approximately eight
years ago, and denies any wrongdoing.
He intends to defend himself vigorously
against any charges.
Arthur Frederickson 59 Executive Vice President of Sales &
Marketing/ Consumer Products Division
since August 1995; prior thereto Senior
Vice President of Sales & Marketing
since October 1992; prior thereto
Senior Vice President of Sales since
May 1991; prior thereto Director of
Sales/Western Region since January
1990; prior thereto Western Regional
Manager since April 1989.
<PAGE> 11
OFFICERS OF THE COMPANY
Name Age Title
- --------------------- --- ------------------------------
Leonard D. Dahlberg, Jr. 44 Executive Vice President of
Manufacturing/ Consumer Products
Division since August 1995; prior
thereto Senior Vice President of
Manufacturing since February 1993;
prior thereto Vice President of
Manufacturing since March 1990; prior
thereto Vice President and Director of
Corporate Purchasing since September
1985.
Kenneth A. Baer 49 Treasurer since November 1985; prior
thereto Assistant Secretary and
Treasurer since September 1983.
John Adornetto 54 Vice President and Corporate Controller
since January 1991; prior thereto
Corporate Controller since 1978.
Richard H. D'Antonio 47 Vice President of Information Services
since October 1993; prior thereto
Principal of RHD Consulting since May
1990.
Laura Van Camp 44 Secretary since January 1986; prior
thereto Secretary to President and
Chief Executive Officer since February,
1982.
<PAGE> 12
<TABLE>
To meet the goal of providing the shareholders a concise, comprehensive overview of
compensation awarded, earned or paid in the reporting period, the Summary Compensation Table is
presented below. The Summary Compensation Table includes individual compensation information on the
Chief Executive Officer and four other most highly paid officers, for services rendered in all
capacities during the fiscal years ended September 30, 1995, 1994 and 1993.
<CAPTION>
SUMMARY COMPENSATION TABLE
Number of
Options
Year Name/Title Salary Bonus Other<F1> Granted
---- ---------- ------ ----- -------- ---------
<S> <C> <C> <C> <C> <C>
1995 Gino N. Pala $200,000 $ -0- $53,581 10,000
1994 President and $200,000 $79,000 $20,963 20,000
1993 Chief Executive Officer $200,000 $ -0- $23,234 -0-
1995 Richard F. Joyce $128,460 $ -0- $48,420 10,000
1994 Executive Vice President $120,050 $37,440 $19,276 10,000
1993 and Chief Legal Executive $112,555 $ -0- $17,872 -0-
1995 Richard A. Asta $134,706 $ -0- $20,359 10,000
1994 Executive Vice President $127,000 $39,624 $55,300 10,000
1993 of Finance and Chief $127,000 $ -0- $14,707 -0-
Financial Officer
1995 Thomas Maskell $ 93,206 $46,710 $13,617 -0-
1994 General Manager/ $ 86,346 $10,189 $ 6,742 2,000
1993 New Castle Refractories $ 84,529 $ 2,000 $ 3,178 -0-
1995 John F. Millar $132,742 $ -0- $10,578 -0-
1994 Executive Vice President/ $126,876 $26,331 $86,597 2,000
1993 Industrial Division $120,079 $10,137 $10,048 -0-
<FN>
<F1> The totals in this column reflect the aggregate value of the Company contributions under
a modified 401(k) Thrift Plan, gain from the exercise of stock options and perquisites,
including personal, non-plan benefits.
</FN>
</TABLE>
<PAGE> 13
EMPLOYMENT AGREEMENTS
In March, 1995, the Company entered into employment agreements with
the Chief Executive Officer and the Executive Vice President and Chief
Legal Executive. The agreements provide for the continuation of salary and
related employee benefits for a period of 24 months following their
termination of employment under certain changes in control of the Company.
In addition, all options held by these officers would become immediately
exercisable upon the date of termination and remain exercisable for 90 days
thereafter.
STOCK OPTIONS
The following table sets forth cumulative information concerning
outstanding options to purchase shares of the Company's Common Stock
granted, exercised or expired as of December 15, 1995. The options were
granted pursuant to the 1979 and 1988 Dixon Ticonderoga Company Executive
Stock Plans, as amended, (the "Plans"). Options under the 1979 Plan become
exercisable one year after date of grant and are exercisable during a
period not to exceed ten years from date of grant. Under the 1988 Plan,
options vest 25% after one year; 25% after two years; and 50% after three
years, and remain exercisable for a period of three years from the date of
vesting. All options expire three months after termination of employment.
At December 15, 1995, there were 153,348 shares available for future grants
under the Plans. The Plans provide for participation by officers or key
management employees of the Company or its subsidiaries, except that
members of the Compensation Committee, which administer the Plans and
determines to whom options may be granted and the number of shares to be
subject to options, may not participate. The following table discloses
(for the Chief Executive Officer and other named officers) the gain or
"spread" that would be realized if the options granted were exercised on
the expiration date when the Company's stock price had appreciated by the
percentage levels indicated annually from the market price on the date of
the grant.
<PAGE> 14
<TABLE>
<CAPTION>
OPTION GRANTS
% of Total Exercise
Options Options or Base Final Assumed Stock Assumed Stock
Granted Granted in Price Expiration Appreciation Appreciation
Name and Title (#) Year of Grant ($/Sh) Date 5% ($) 10% ($)
- -------------- ---------- ------------- ------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Gino N. Pala 39,300<F1> 30.0% $4.62 7/96 $114,387 $288,690
President and Chief 21,400<F2> 17.4% $5.22 2/97 $ 32,395 $ 72,610
Executive Officer 7,000<F3> 15.2% $8.52 12/98 $ 17,296 $ 38,766
20,000<F4> 20.0% $9.49 10/00 $ 55,042 $123,370
10,000<F5> 10.6% $7.42 12/01 $ 21,518 $ 48,230
Richard F. Joyce 15,000<F2> 12.2% $4.75 2/97 $ 20,663 $ 46,313
Executive Vice 3,500<F3> 7.6% $7.75 12/98 $ 7,866 $ 17,631
President and Chief 10,000<F4> 10.0% $8.62 10/00 $ 24,998 $ 56,030
Legal Executive 10,000<F5> 10.6% $6.75 12/01 $ 19,575 $ 43,875
Richard A. Asta 15,000<F2> 12.2% $4.75 2/97 $ 20,663 $ 46,313
Executive Vice President 3,500<F3> 7.6% $7.75 12/98 $ 7,866 $ 17,631
of Finance and Chief 10,000<F4> 10.0% $8.62 10/00 $ 24,998 $ 56,030
Financial Officer 10,000<F5> 10.6% $6.75 12/01 $ 19,575 $ 43,875
Thomas Maskell 1,000<F2> 0.8% $4.75 2/97 $ 1,378 $ 3,088
General Manager/ 1,000<F3> 2.2% $7.75 12/98 $ 2,248 $ 5,038
New Castle Refractories 2,000<F4> 2.0% $8.62 10/00 $ 5,000 $ 11,206
John F. Millar 26,200<F1> 20.0% $4.20 7/96 $ 69,325 $174,964
Executive Vice 14,600<F2> 11.9% $4.75 2/97 $ 20,112 $ 45,078
President/Industrial 2,500<F3> 5.4% $7.75 12/98 $ 5,619 $ 12,594
Division 2,000<F4> 2.0% $8.62 10/00 $ 5,000 $ 11,206
<FN>
<F1> Granted July 28, 1986 under the 1979 Dixon Ticonderoga Company Executive Stock Option Plan to
expire on July 27, 1996. Adjusted for stock split on July 22, 1988.
<F2> Granted February 22, 1991 under the 1988 Dixon Ticonderoga Company Executive Stock Option Plan
to vest 25% after one year, 25% after two years, and 50% after three years, to expire three
years from the date of vesting.
<F3> Granted December 18, 1992 under the 1988 Dixon Ticonderoga Company Executive Stock Option Plan
to vest 25% after one year; 25% after two years; and 50% after three years, to expire three
years from the date of vesting.
<F4> Granted October 21, 1994 under the 1988 Dixon Ticonderoga Company Executive Stock Option Plan
to vest 25% after one year; 25% after two years; and 50% after three years, to expire three
years from the date of vesting.
<F5> Granted December 15, 1995 under the 1988 Dixon Ticonderoga Company Executive Stock Option Plan
to vest 25% after one year; 25% after two years; and 50% after three years, to expire three
years from the date of vesting.
</FN>
</TABLE>
<PAGE> 15
<TABLE>
The following table presents individual grants of options that were made and/or exercised
during the last three fiscal years to each of the named executives. This table also is intended to
allow shareholders to ascertain the number and size of option grants made during the last three
years, as well as options exercisable, and their value as of fiscal year ended September 30, 1995.
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST THREE FISCAL YEARS
AND FISCAL YEAR-END OPTION VALUES
Number of Options at Value of Options at
Fiscal Year-End (#) Fiscal Year-End ($)
Shares Acquired Value -------------------- -------------------
Name and Title on Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- -------------- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Gino N. Pala 6,000 $24,930 39,300<F2> -0-<F2> $123,009 $ -0-
President and Chief 15,400<F3> -0-<F3> $ 38,962 $ -0-
Executive Officer 7,000<F4> -0-<F4> $ -0- $ -0-
5,000<F5> 15,000<F5> $ -0- $ -0-
-0- 10,000<F6> $ -0- $ 3,300
Richard F. Joyce 3,750 $22,500 11,250<F3> -0-<F3> $ 33,750 $ -0-
Executive Vice 3,500<F4> -0-<F4> $ -0- $ -0-
President and Chief 2,500<F5> 7,500<F5> $ -0- $ -0-
Legal Executive -0- 10,000<F6> $ -0- $ 10,000
Richard A. Asta 7,500 $39,375 7,500<F3> -0-<F3> $ 22,500 $ -0-
Executive Vice 3,500<F4> -0-<F4> $ -0- $ -0-
President of Finance 2,500<F5> 7,500<F5> $ -0- $ -0-
and Chief Financial -0- 10,000<F6> $ -0- $ 10,000
Officer
Thomas Maskell 1,000 $ 6,125 -0-<F3> -0-<F3> $ -0- $ -0-
General Manager/ 1,000<F4> -0-<F4> $ -0- $ -0-
New Castle 500<F5> 1,500<F5> $ -0- $ -0-
Refractories
John F. Millar 14,600 $76,650 26,200<F2> -0-<F2> $ 93,010 $ -0-
Executive Vice -0-<F3> -0-<F3> $ -0- $ -0-
President/ 2,500<F4> -0-<F4> $ -0- $ -0-
Industrial Division 500<F5> 1,500<F5> $ -0- $ -0-
<PAGE> 16
<FN>
<F1> Closing price at fiscal year end was $7.75 per share.
<F2> Granted July 28, 1986 under the 1979 Dixon Ticonderoga Company Executive Stock Option Plan to
expire on July 27, 1996. Adjusted for stock split on July 22, 1988.
<F3> Granted February 22, 1991 under the 1988 Dixon Ticonderoga Company Executive Stock Option Plan
to vest 25% after one year, 25% after two years, and 50% after three years, to expire three
years from the date of vesting.
<F4> Granted December 18, 1992 under the 1988 Dixon Ticonderoga Company Executive Stock Option Plan
to vest 25% after one year; 25% after two years; and 50% after three years, to expire three
years from the date of vesting.
<F5> Granted October 21, 1994 under the 1988 Dixon Ticonderoga Company Executive Stock Option Plan
to vest 25% after one year; 25% after two years; and 50% after three years, to expire three
years from the date of vesting.
<F6> Granted December 15, 1995 under the 1988 Dixon Ticonderoga Company Executive Stock Option Plan
to vest 25% after one year; 25% after two years; and 50% after three years, to expire three
years from the date of vesting.
</FN>
</TABLE>
<PAGE> 17
The following table demonstrates a five-year comparison of cumulative
total returns based upon (1) the Company's fiscal year end and (2) an
initial investment of $100.00 in Company stock, as compared with the
Russell 2000 Broad Market Index and the Standard Industry Group of Listed
Securities for Office Equipment and Supplies. Five-year comparisons in
prior years were based on a calendar year end.
<TABLE>
<CAPTION>
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, INDUSTRY INDEX AND BROAD MARKET
Dixon
Measurement Period Ticonderoga Industry Broad
(Fiscal Year Covered) Co. Index Market
--------------------- ----------- -------- ------
<S> <C> <C> <C>
1990 100 100 100
1991 103.23 132.95 145.08
1992 129.03 139.75 158.05
1993 158.06 155.89 210.46
1994 251.61 169.31 216.08
1995 200.00 217.08 266.59
</TABLE>
<PAGE> 18
EMPLOYEE 401(K) THRIFT PLAN
The Company adopted a 401(k) Thrift Plan effective January 1, 1985.
The plan permits domestic non-union employee contributions of up to 26% of
salary; 16% of which is tax deferred. The Company matches up to 50% of the
first 8% providing such match will be contributed from pre-federal income
tax profit or accumulated profits and the Company will contribute 3% of
gross wages of all domestic non-union employees regardless of profits or
employee contributions. The Tax Reform Act of 1986 has put further
limitation on the tax deferral of matching and employee contributions.
EMPLOYEE STOCK PURCHASE PLAN
All employees of the Company or any of its subsidiaries who have been
employed by the Company for at least six months as of May 1 of any year are
eligible to receive options to purchase the Company's common stock pursuant
to the Dixon Ticonderoga Company 1988 Employee Qualified Stock Purchase
Plan (the "Plan"). Originally, the waiting period for eligibility under
the Plan was 12 months. The Company has reserved 100,000 shares of common
stock for issuance upon exercise of rights approved under the Plan. Once
each year, on the last business day of the payment period (May 1), the
Company will be deemed to have granted to each participant an option to
purchase on the last day of the payment period (April 30) the number of
full shares of common stock of the Company which his accumulated payroll
deductions will purchase at the option price. Payroll deductions may range
from $30 per month up to 10% of base pay. The option price is the lesser
of (i) 85% of the fair market value of the Company's common stock on the
first business day of the payment period or (ii) 85% of the fair market
value of the Company's common stock on the last business day of the payment
period. To date, 68,597 shares have been purchased under the Plan through
payroll deductions commenced in May, 1989. One Executive Officer
participates in the Plan and is expected to contribute approximately
$1,440.00 in the next fiscal year toward the purchase of shares of common
stock in the Company.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires
executive officers and directors, and persons who beneficially own more
than ten percent (10%) of the Company's stock, to file initial reports of
ownership and reports of changes in ownership with the Securities &
Exchange Commission (SEC) and the American Stock Exchange. Executive
officers, directors and greater than ten percent (10%) beneficial owners
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the
Company and written representations from the Executive Officers and
Directors, the Company believes that all Section 16(a) filing requirements
applicable to its Executive Officers, Directors and greater than ten
percent (10%) beneficial owners were complied with.
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SHAREHOLDERS' RIGHTS PLAN
In March, 1995, the Company declared a dividend distribution of one
Preferred Stock Purchase Right on each share of Company common stock. Each
Right will entitle the holder to buy one-thousandth of a share of a new
series of preferred stock at a price of $30.00 per share. The Rights will
be exercisable only if a person or group (other than the Company's
chairman, Gino N. Pala, and his family members) acquires 20% or more of the
outstanding shares of common stock of the Company or announces a tender
offer following which it would hold 30% or more of such outstanding common
stock. The Rights entitle the holders other than the acquiring person to
purchase Company common stock having a market value of two times the
exercise prices of the Right. If, following the acquisition by a person or
group of 20% or more of the Company's outstanding shares of common stock,
the Company were acquired in a merger or other business combination, each
Right would be exercisable for that number of the acquiring company's
shares of common stock having a market value of two times of exercise
prices of the Right.
The Company may redeem the Rights at one cent per Right at any time
until ten days following the occurrence of an event that causes the Rights
to become exercisable for common stock. The Rights expire in ten years.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Based on a recommendation from the Audit Committee, the Board of
Directors of the Company has selected Coopers & Lybrand L.L.P. to serve as
the Company's auditor for the next fiscal year.
Representatives of Coopers & Lybrand L.L.P. will be in attendance at
the Annual Meeting of Shareholders and will have an opportunity to make a
statement if they so desire. Such representatives are expected to be
available to respond to appropriate questions from the shareholders.
OTHER MATTERS WHICH MAY COME BEFORE THE MEETING
The Board of Directors is not at present aware of any other matters to
be brought before the meeting, except those incidental to the conduct of
the meeting. However, if any such matters should come before the meeting,
the persons appointed in the accompanying proxy intend to vote the shares
represented thereby in their discretion.
SHAREHOLDERS PROPOSALS
Any proposal that a shareholder may desire to have included in
the Company's proxy material for presentation at the next Annual Meeting
must be received at the Company's principal office on or prior to October
30, 1996.
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SOLICITATION OF PROXIES AND EXPENSES THEREOF
It is presently contemplated that proxies will be solicited only by
mail and, possibly, by telephone, telegraph or personal calls by officers,
directors or regular employees of the Company. However, if the
circumstances warrant, the Company may retain the services of a proxy
soliciting firm. Any expense incurred in the solicitation of proxies,
including the expenses of brokers and other nominees in soliciting non-
record owners and of any proxy soliciting firm retained, will be borne by
the Company.
By Order of the Board of Directors,
Laura Van Camp
Secretary
Heathrow, Florida
January 19, 1996
