<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Judiciary Plaza, 450 Fifth Street, N.W.
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED MARCH 31, 1997 COMMISSION FILE NO. O-2655
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DIXON TICONDEROGA COMPANY
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 23-0973760
- --------------------------------- ----------------------------------
(State or other jurisdiction I.R.S. Employer
of incorporation or organization) Identification No.
195 International Parkway, Heathrow, FL 32746
- ----------------------------------------------------------------------------
(Address of principal executive offices) Zip Code
(407) 829-9000
Registrant's telephone number, including area code: ----------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [ X ] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report.
Class Outstanding as of March 31, 1997
- ---------------------------- -----------------------------------------
Common Stock $1 par value 3,330,498
<PAGE> 2
DIXON TICONDEROGA COMPANY AND SUBSIDIARIES
------------------------------------------
INDEX
-----
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Information
Consolidated Balance Sheets --
March 31, 1997 and September 30, 1996 3-4
Consolidated Statements of Operations -- For The
Three and Six Months Ended March 31, 1997 and 1996 5
Consolidated Statements of Cash Flows --
For The Six Months Ended March 31, 1997 and 1996 6-7
Notes to Consolidated Financial Statements 8-10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11-15
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 16
Signatures 17
<PAGE> 3
PART I - FINANCIAL INFORMATION
Item 1. DIXON TICONDEROGA COMPANY AND SUBSIDIARIES
- ------- CONSOLIDATED BALANCE SHEETS
March 31, September 30,
1997 1996
------------ -------------
CURRENT ASSETS:
Cash and cash equivalents $ 2,330,600 $ 2,597,032
Receivables, less allowance for
doubtful accounts of $918,029
at March 31, 1997 and $1,352,411
at September 30, 1996 18,732,139 23,442,889
Inventories 37,030,581 31,460,934
Other current assets 3,378,171 3,044,796
----------- -----------
Total current assets 61,471,491 60,545,651
----------- -----------
PROPERTY, PLANT and EQUIPMENT:
Land and buildings 16,591,275 15,711,724
Machinery and equipment 16,788,767 16,537,994
Furniture and fixtures 919,319 917,222
----------- -----------
34,299,361 33,166,940
Less accumulated depreciation (18,537,198) (17,730,505)
----------- -----------
15,762,163 15,436,435
OTHER ASSETS 2,219,942 1,866,054
----------- -----------
$79,453,596 $77,848,140
=========== ===========
<PAGE> 4
March 31, September 30,
1997 1996
------------ -------------
CURRENT LIABILITIES:
Notes payable $18,787,617 $14,159,143
Current maturities of long-term debt 1,709,719 1,613,773
Accounts payable 6,202,646 5,461,348
Accrued liabilities 9,111,457 10,934,838
----------- -----------
Total current liabilities 35,811,439 32,169,102
----------- -----------
LONG-TERM DEBT 24,429,525 25,119,305
----------- -----------
DEFERRED INCOME TAXES AND OTHER 1,537,072 1,051,171
----------- -----------
MINORITY INTEREST 1,547,615 3,517,006
----------- -----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock, par $1, authorized
100,000 shares, none issued --- ---
Common stock, par $1, authorized 8,000,000
shares; issued 3,573,931 shares as of
March 31, 1997, and 3,537,211 shares
as of September 30, 1996 3,573,931 3,537,211
Capital in excess of par value 2,627,374 2,489,674
Retained earnings 13,790,630 13,526,520
Cumulative translation adjustment (2,971,172) (2,669,031)
----------- -----------
17,020,763 16,884,374
Less - treasury stock, at cost
(243,433 shares) (892,818) (892,818)
----------- -----------
16,127,945 15,991,556
----------- -----------
$79,453,596 $77,848,140
=========== ===========
The accompanying notes to consolidated financial statements
are an integral part of these statements.
<PAGE> 5
DIXON TICONDEROGA COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 1997 AND 1996
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 31, MARCH 31,
1997 1996 1997 1996
-------- -------- -------- --------
REVENUES $21,906,942 $20,621,643 $44,214,822 $41,567,364
----------- ----------- ----------- -----------
COST AND EXPENSES:
Cost of goods sold 14,000,791 14,174,273 28,661,261 28,464,045
Selling and
administrative
expenses 6,790,832 5,431,809 13,145,424 11,107,963
Litigation and
related costs -- 2,039,000 -- 2,039,000
----------- ----------- ----------- -----------
20,791,623 21,645,082 41,806,685 41,611,008
----------- ----------- ----------- -----------
OPERATING INCOME 1,115,319 (1,023,439) 2,408,137 (43,644)
INTEREST EXPENSE 894,973 790,444 1,694,595 1,404,859
----------- ----------- ----------- -----------
INCOME (LOSS) FROM
OPERATIONS BEFORE
INCOME TAXES AND
MINORITY INTEREST 220,346 (1,813,883) 713,542 (1,448,503)
INCOME TAXES (BENEFIT) 24,733 (686,305) 150,707 (585,658)
----------- ----------- ----------- -----------
195,613 (1,127,578) 562,835 (862,845)
MINORITY INTEREST 145,882 126,681 298,727 240,791
----------- ----------- ----------- -----------
NET INCOME (LOSS) $ 49,731 ($1,254,259) $ 264,108 ($1,103,636)
=========== =========== =========== ===========
EARNINGS (LOSS) PER
COMMON SHARE $ .02 $ (.39) $ .08 $ (.34)
=========== =========== =========== ===========
WEIGHTED AVERAGE
SHARES OUTSTANDING 3,309,690 3,212,704 3,301,647 3,204,333
=========== =========== =========== ===========
The accompanying notes to consolidated financial statements
are an integral part of these statements.
<PAGE> 6
DIXON TICONDEROGA COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED MARCH 31, 1997 AND 1996
1997 1996
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 264,108 $(1,103,636)
Adjustment to reconcile income (loss) to
net cash provided by (used in)
operating activities:
Depreciation and amortization 1,285,689 1,173,687
Deferred taxes 171,528 177,144
Provision for doubtful accounts receivable 97,170 163,024
Income attributable to currency transactions (42,775) (32,234)
Income attributable to minority interest 298,727 240,791
Changes in assets and liabilities:
Receivables, net 4,399,028 (538,897)
Inventories (5,739,620) (2,568,207)
Other current assets (419,136) (536,880)
Accounts payable and accrued liabilities (1,031,468) 278,729
Other assets (461,938) 2,302
----------- -----------
Net cash provided by (used in) operations (1,178,687) (2,744,177)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and
equipment, net (1,074,968) (2,706,299)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of subsidiary stock (2,519,324) --
Net proceeds from notes payable 4,691,876 6,198,564
Principal reductions of long-term debt (588,319) (553,422)
Exercise of stock options 174,420 40,328
Other non-current liabilities 347,436 (1,809)
----------- -----------
Net cash provided by (used in)
financing activities 2,106,089 5,683,661
----------- -----------
Effect of exchange rate changes on cash (118,866) (100,751)
----------- -----------
<PAGE> 7
Net increase (decrease) in cash and
cash equivalents (266,432) 132,434
Cash and cash equivalents,
beginning of period 2,597,032 1,513,622
----------- -----------
Cash and cash equivalents,
end of period $ 2,330,600 $ 1,646,056
=========== ===========
Supplemental Disclosures:
Cash paid during the period:
Interest (net of amount capitalized) $ 1,596,990 $ 1,368,444
Income taxes 262,024 198,567
The accompanying notes to consolidated financial statements
are an integral part of these statements.
<PAGE> 8
DIXON TICONDEROGA COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION:
The condensed consolidated financial statements included herein have been
prepared by the Registrant, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Registrant believes that the disclosures are adequate to make the information
presented not misleading. It is suggested that these financial statements be
read in conjunction with the financial statements and the notes thereto
included in the Registrant's latest annual report on Form 10-K/A. In the
opinion of the Registrant, all adjustments (solely of a normal recurring
nature) necessary to present fairly the financial position of Dixon
Ticonderoga Company and subsidiaries as of March 31, 1997, and the results of
their operations and cash flows for the six months ended March 31, 1997, and
1996, have been included. The results of operations for such interim periods
are not necessarily indicative of the results for the entire year.
Certain fiscal 1996 balances have been reclassified to conform to current
year presentation.
2. INVENTORIES:
Since amounts for inventories under the last-in, first-out (LIFO) method are
based on annual determinations of quantities and costs as of the end of the
fiscal year, the inventories at March 31, 1997 (for which the LIFO method of
accounting are used) are based on certain estimates relating to quantities
and costs as of year end. Under the first-in, first-out (FIFO) method of
accounting, these inventories would be $1,030,000 and $958,000 higher at
March 31, 1997, and September 30, 1996, respectively.
Inventories consist of (in thousands):
March 31, September 30,
1997 1996
------------ -------------
Raw materials $13,549 $12,538
Work in process 4,543 4,268
Finished goods 18,939 14,655
------- -------
$37,031 $31,461
======= =======
3. EFFECT OF CERTAIN NEW ACCOUNTING PRONOUNCEMENTS:
The Company has adopted Financial Accounting Standards Board (FASB) Statement
No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed Of". This statement establishes accounting
standards with respect to the impairment of long-lived assets. No material
impairment of the Company's long-lived assets has been identified.
<PAGE> 9
In 1995, the FASB also issued Statement No. 123, "Accounting for Stock-Based
Compensation." The statement is effective for the Company in fiscal 1997 and
requires that certain specific disclosures regarding the value of stock
option grants made in fiscal 1996 and thereafter be included in its 1997
annual report on Form 10-K. The Company did not adopt the compensation
recognition provision of the Statement, and, accordingly, it is not expected
to affect the future results of operations or financial position of the
Company. The specific disclosures required by this statement have not been
determined at this time.
4. TRANSLATION OF FOREIGN CURRENCIES:
As of January 1, 1997, Mexico is considered as a highly inflationary economy
for the purpose of applying FASB Statement No. 52, "Foreign Currency
Translation." Translation gains and losses will therefore impact the results
of operations going forward. Foreign currency transaction gains included in
net income were approximately $43,000 and $32,000 for the quarters ended
March 31, 1997, and 1996, respectively.
5. ACCOUNTING FOR INCOME TAXES:
The difference between income taxes calculated at the U.S. statutory federal
income tax rate and the provision in the consolidated financial statements is
primarily due to foreign and state income taxes and other permanent items.
6. CONTINGENCIES:
The Company, in the normal course of business, is party in certain
litigation. Ongoing litigation includes a claim under New Jersey's
Environmental Clean-Up Responsibility Act (ECRA) by a 1984 purchaser of
industrial property from the Company. In April 1996, a decision was rendered
by the Superior Court of New Jersey in Hudson County finding the Company
responsible for $1.94 million in certain environmental clean-up costs
relating to this matter. Including pre-judgment interest on the damage
award, it is estimated that the Company's exposure will not exceed
approximately $3.3 million. The Company intends to pursue other responsible
parties for indemnification and/or contribution to the payment of this claim
(including its insurance carriers and a legal malpractice action against its
former attorneys) and has filed an appeal. As a result of the judgment, a
provision of approximately $2 million ($1.3 million, net of tax) was recorded
in the quarter ended March 31, 1996. This amount was in addition to
approximately $1.3 million ($800,000, net of tax) provided in prior periods.
No anticipated recoveries from insurance carriers or other third parties have
been considered in these recorded loss provisions.
The Company has evaluated the merits of other litigation and believes their
outcome will not have a further material effect on the Company's future
results of operations or financial position.
<PAGE> 10
The Company is aware of several environmental matters related to certain
facilities purchased or to be sold. The Registrant assesses the extent of
these matters on an ongoing basis. In the opinion of management (after
taking into account accruals of approximately $400,000 as of March 31, 1997),
the resolution of these matters will not materially affect the Company's
future results of operations or financial position.
7. SUBSIDIARY STOCK REPURCHASE:
In February 1997, the Company repurchased 9,900,000 shares (or approximately
30%) of its subsidiary, Dixon Ticonderoga de Mexico, S.A. de C.V., from a
consortium of Mexican financial institutions. The shares, which were
repurchased for approximately $2.5 million (or 25 cents per share), were
originally issued in 1994, when the Company sold 16,627,760 shares of Dixon
Ticonderoga de Mexico, S.A. de C.V., in an initial public offering on the
Mexico Intermediate Market at a price of approximately 40 cents per share
(U.S. equivalency). The Company applied the purchase method of accounting to
record this repurchase of subsidiary stock.
<PAGE> 11
Item 2.
- -------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
REVENUES for the quarter ended March 31, 1997, increased $1,285,000 from the
same quarter last year. The changes by segment are as follows:
Increase % Increase (Decrease)
(Decrease) ---------------------
(in thousands) Total Volume Price/Mix
------------ ----- ------ ---------
Consumer U.S. $ 78 1 -- 1
Consumer Foreign 1,370 43 32 11
Industrial (163) (2) (2) --
Foreign revenue in Mexico increased $1,030,000 reflecting aggressive efforts
in the mass market. Revenues in Canada increased $330,000.
Revenues for the six months ended March 31, 1997, increased $2,647,000 over
the same period last year. The changes by segment are as follows:
Increase % Increase (Decrease)
(Decrease) ---------------------
(in thousands) Total Volume Price/Mix
------------ ----- ------ ---------
Consumer U.S. $ 130 -- (1) 1
Consumer Foreign 2,566 46 36 10
Industrial (49) -- -- --
Revenue in Mexico increased $2,000,000 due to increased shipments to the mass
market and successful government bids. Revenues in Canada increased $430,000
on higher volume. The remainder of the foreign revenue increase was due to
the United Kingdom distribution center.
While the Company has operations in Canada, Mexico and the U.K., historically
only the operating results in Mexico have been materially impacted by
currency fluctuations. There has been a significant devaluation of the
Mexican peso once in each of the last three decades, the last one being in
December 1994. In the short term after such a devaluation, consumer
confidence has been shaken, leading to an intermediate reduction in revenues
in the months following the devaluation. Then, after the immediate shock,
and as the peso stabilizes, revenues tend to grow. Selling prices tend to
rise over the long term to offset any inflationary increases in costs. The
peso, as well as any currency value, depends on many factors including
international trade, investor confidence, and government policy, to name a
few. These factors are impossible for the Company to predict, and thus, an
estimate of potential effect on results of operations for the future cannot
be made. The Company does not employ any currency hedging practices. This
currency risk in Mexico is managed through local currency financing and by
export sales to the U.S. denominated in U.S. dollars.
<PAGE> 12
As of January 1, 1997, Mexico is considered as a highly inflationary economy
for the purpose of applying FASB Statement No. 52 "Foreign Currency
Translation." Translation gains or losses will therefore impact the results
of operations going forward.
Revenues decreased $401,000 from the prior quarter as follows:
Increase % Increase (Decrease)
(Decrease) ---------------------
(in thousands) Total Volume Price/Mix
------------ ----- ------ ---------
Consumer U.S. ($1,760) (14) (13) (1)
Consumer Foreign 1,056 30 25 5
Industrial 303 5 5 --
The decrease in U.S. Consumer revenue reflects the historical trend where the
first fiscal quarter is positively impacted by holiday sales. Foreign
Consumer revenue increased primarily due to revenue from the mass market in
Mexico.
OPERATING INCOME increased $2,138,000 over the same quarter last year. The
prior year period included $2,039,000 for litigation and related costs of a
judgment against the Company under New Jersey's Environmental Clean-Up
Responsibility Act (ECRA) as described in Note 6 to Consolidated Financial
Statements. U.S. Consumer increased $175,000. Increased manufacturing
efficiencies contributed to lower total cost of goods sold (63.9% of sales as
compared with 68.7% in the prior year quarter). This improvement was largely
offset by higher distribution and initial promotional costs associated with
increased penetration of the mass retail and mega-store markets and
administrative costs. Increases in administrative costs include higher
amortization of debt costs, legal expenses, new management personnel and
certain severance costs. Total selling and administrative expenses increased
to 30.9% of sales as compared with 26.3% in last year's quarter. Foreign
Consumer segment operating income increased $550,000 primarily due to
increased volume and improved product mix in Mexico.
Operating income for the six months ended March 31, 1997, increased
$2,452,000 over the same period last year. As discussed above, the prior
year included the provision of $2,039,000 for the ECRA judgment. U.S.
Consumer increased $440,000. Increased manufacturing efficiencies
contributed to lower total cost of goods sold (64.8% of sales as compared
with 68.5% in the prior year period). This improvement was partially offset
by increased selling, distribution and administrative expenses as described
above (totalling 29.7% of sales as compared with 26.7% last year). Foreign
Consumer operating income increased $700,000 primarily due to higher revenue
and improved product mix in Mexico.
<PAGE> 13
Operating income for the quarter ended March 31, 1997, decreased $178,000
from the prior quarter. Foreign Consumer operating profits increased
$540,000 primarily in Mexico on higher revenues. U.S. Consumer decreased
$660,000 primarily due to decreased volume with the prior quarter reflecting
seasonal holiday sales.
INTEREST EXPENSE increased $105,000 and $286,000 for the quarter and six
months ended March 31, 1997, respectively, over the same periods last year.
These increases were primarily due to the new debt incurred for the Company's
corporate headquarters and subsidiary stock repurchase, as well as higher
effective rates and balances of subordinated debt. Interest increased
$95,000 over the prior quarter due to higher seasonal borrowings.
INCOME TAXES increased $711,000 over the same quarter last year and increased
$759,000 over the prior year six-month period due to the increase in before
tax income. Taxes decreased $101,000 from the prior quarter. Effective tax
rates for this quarter and six-month period decreased from the same periods
last year due to lower foreign tax rates.
MINORITY INTEREST represents 49.9% of the net income of the consolidated
subsidiary, Dixon Ticonderoga de Mexico, S.A. de C.V. through January 1997.
In February 1997, the Company increased its ownership, thus reducing minority
interest to approximately 20%. See Note 7 to Consolidated Financial
Statements.
<PAGE> 14
LIQUIDITY AND CAPITAL RESOURCES
The Company's financial condition has benefited from its recent operating
success and the completion of major financing initiatives. Cash flows from
operating activities in the first six months of fiscal 1997 improved by
approximately $1.6 million over the same period last year, due principally to
increased receivable collections from strong fourth quarter 1996 revenues.
This improvement was partially offset by higher inventory levels needed to
service the Company's growing Consumer Group business.
Investing activities in the same period last year included approximately $2
million of costs related to the construction of the Company's new corporate
headquarters. Total capital expenditures in fiscal 1997 are expected to
return to more customary levels (approximately $2.2 million). Such
expenditures approximated $1,075,000 in the first six months of fiscal 1997.
In addition, the Company has financed certain strategic manufacturing
equipment (in the amount of $2.7 million) under a long-term operating lease
arrangement. Generally, all other major capital projects are discretionary in
nature and thus no material purchase commitments exist. Other capital
expenditures will continue to be funded from operations and existing
financing arrangements.
In July 1996, the Company entered into new financing arrangements with a
consortium of lenders to provide additional working capital. The new loan
and security agreement provides for a total of $48 million in financing.
This includes a revolving line of credit facility in the amount of $40
million which bears interest at either the prime rate, plus 0.5%, or the
prevailing LIBOR rate plus 2.5%. Borrowings under the revolving credit
facility are based upon eligible accounts receivable and inventories of the
Company's U.S. and Canada operations, as defined. The financing agreement
also includes a term loan in the original amount of $7.75 million. The term
loan bears interest at the same rate, and is payable in varying monthly
installments through 2001. The Company previously executed certain interest
rate "swap" agreements which effectively fix the rate of interest on
approximately $13 million of this debt at 8.75% to 8.87%.
The new financing arrangements are collateralized by the tangible and
intangible assets of the U.S. and Canada operations (including accounts
receivable, inventories, property, plant and equipment, patents and
trademarks) and a pledge of the capital stock of the Company's subsidiaries.
The loan and security agreement contains provisions pertaining to the
maintenance of certain financial ratios and annual capital expenditure
levels, as well as restrictions as to payment of cash dividends. The Company
is presently in compliance with all such provisions. These new arrangements
provide up to $10 million in additional financing as compared with the
Company's previous primary lender agreement. At March 31, 1997, the Company
had approximately $20 million of unused lines of credit available under this
new financing arrangement.
<PAGE> 15
In September 1996, the Company also completed the private placement of $16.5
million of new 12% Senior Subordinated Notes, due 2003. The net proceeds
were used to retire early the remaining $7 million of the Company's prior
issue of Senior Subordinated Notes due 1999, and to reduce short-term
borrowings, thus providing additional working capital. This transaction also
reduced the Company's annual debt service obligations by approximately $3.3
million through 1998. The Company executed a reverse interest rate "swap"
agreement which converts $10 million of the notes to a floating rate of
interest (approximately 10.9% at March 31, 1996). In connection with the
private placement, the Company issued to noteholders warrants to purchase
300,000 shares of Company stock at $7.24 per share. The note agreement
contains provisions which limit the payment of dividends and requires the
maintenance of certain financial covenants and ratios, with which the Company
is presently in compliance.
The Company's repurchase of its Mexico subsidiary's stock in February 1997
(see Note 7 to Consolidated Financial Statements) was financed through the
aforementioned revolving line of credit facility.
The Company entered into the aforementioned interest rate "swap" agreements
to balance and manage overall interest rate exposure and minimize overall
cost of borrowings. The "swaps" are not presently expected to have a
material effect on total interest expense over the term of the underlying
agreements.
The new and existing sources of financing and cash expected to be generated
from future operations will, in management's opinion, be sufficient to
fulfill all current and anticipated requirements of the Company's ongoing
business and to meet all of its obligations.
<PAGE> 16
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
- ------- ---------------------------------
(a) Exhibits
--------
The following exhibits are required to be filed as part of this
quarterly report on Form 10-Q:
(3)(i) Restated Certificate of Incorporation
(3)(ii) Amended and Restated Bylaws*
(4)(a) Specimen Certificate of Company Common Stock
(4)(b) Amended and Restated Stock Option Plan**
(27) Financial Data Schedule ***
* Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended September 30, 1996, file number 0-2655, filed in
Washington D.C.
** Incorporated by reference to Appendix 3 to the Company's Proxy Statement
dated January 27, 1997, filed in Washington, D.C.
*** Filed electronically via EDGAR.
(b) Reports on Form 8-K
-------------------
Not applicable.
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DIXON TICONDEROGA COMPANY
Dated: May 13, 1997 By: /s/ Gino N. Pala
----------------------------
Gino N. Pala
Chairman of the Board,
President, Chief Executive
Officer and Director
Dated: May 13, 1997 By: /s/ Richard A. Asta
----------------------------
Richard A. Asta
Executive Vice President of
Finance and Chief Financial
Officer
Dated: May 13, 1997 By: /s/ John Adornetto
----------------------------
John Adornetto
Vice President/Corporate
Controller and Chief
Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheets, the Consolidated Statement of Operations and the
Consolidated Statement of Cash Flows, and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> MAR-31-1997
<CASH> 2,330,600
<SECURITIES> 0
<RECEIVABLES> 19,650,168
<ALLOWANCES> 918,029
<INVENTORY> 37,030,581
<CURRENT-ASSETS> 61,471,491
<PP&E> 34,299,361
<DEPRECIATION> 18,537,198
<TOTAL-ASSETS> 79,453,596
<CURRENT-LIABILITIES> 35,811,439
<BONDS> 0
0
0
<COMMON> 3,573,931
<OTHER-SE> 12,554,014
<TOTAL-LIABILITY-AND-EQUITY> 79,453,596
<SALES> 44,214,822
<TOTAL-REVENUES> 44,214,822
<CGS> 28,661,261
<TOTAL-COSTS> 28,661,261
<OTHER-EXPENSES> 13,145,424
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,694,595
<INCOME-PRETAX> 713,542
<INCOME-TAX> 150,707
<INCOME-CONTINUING> 264,108
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 264,108
<EPS-PRIMARY> .08
<EPS-DILUTED> .08
</TABLE>
<PAGE> 1
RESTATED CERTIFICATE OF INCORPORATION OF
DIXON TICONDEROGA COMPANY
DIXON TICONDEROGA COMPANY, a corporation organized and
existing under the laws of the State of Delaware, hereby certifies
as follows:
1. The name of the corporation is DIXON TICONDEROGA COMPANY
and the name under which the corporation was originally
incorporated is Bryn Mawr Corporation. The date of filing its
original Certificate of Incorporation with the Secretary of State
was August 22, 1978.
2. This Restated Certificate of Incorporation restates and
integrates and further amends the Certificate of Incorporation by
(a) amending Article Fourth increasing the Company's authorized
shares of common stock from 5,000,000 shares of Common Stock par
value $1 to 8,000,000 shares of Common Stock, par value $1, and (b)
correcting certain typographical errors and an unintended omission.
3. Except for the amendment described in Item 2, above,
which amendments were adopted by the shareholders pursuant to
Section 242 of Title 8, Delaware Code, this Restated Certificate of
Incorporation was duly adopted by the Board of Directors in
accordance with Section 245 of Title 8, Delaware Code and, except
as described in Item 2, above, it only restates and integrates and
does not further amend the provision of the corporation's
Certificate of Incorporation as theretofore amended or supplemented
and there is no discrepancy between those provisions and the
provisions of this Restated Certificate.
4. The text of the Certificate of Incorporation as amended
or supplemented heretofore is further amended to read as herein set
forth in full:
FIRST:
The name of the corporation is Dixon Ticonderoga Company.
SECOND:
The address of its registered office in the State of Delaware
is 1209 Orange Street, City of Wilmington, County of New Castle,
and State of Delaware. The name of its Registered Agent at such
address is The Corporation Trust Company.
<PAGE> 2
THIRD:
The nature of the business or purpose to be conducted or
promoted is to engage in any lawful act or activity which
corporations may be organized under the General Corporation Law of
Delaware.
FOURTH:
The total number of shares of all classes of stock which the
corporation shall have authority to issue is 8,100,000 shares,
consisting of
(a) 100,000 shares of Preferred Stock, par value $1.00 per
share (hereinafter referred to as "Preferred Stock"); and
(b) 8,000,000 shares of Common Stock, par value $1.00 per
share (hereinafter referred to as "Common Stock").
A. PREFERRED STOCK
Shares of Preferred stock may be issued from time to time in
one or more series as may from time to time be determined by the
Board of Directors, each of said series to be distinctly
designated. All shares of any one series of Preferred Stock shall
be alike in every particular, except that there may be different
dates from which dividends, if any, thereon shall be cumulative, if
made cumulative. The voting powers and the preferences and
relative, participating, optional, and other special rights of each
such series, and the qualifications, limitations, or restrictions
thereof, if any, may differ from those of any and all other series
at any time outstanding; and, subject to the provisions of
subparagraph 1 of Paragraph C of this Article Fourth, the Board of
Directors of the corporation is hereby expressly granted authority
to fix, by resolution or resolutions adopted prior to the issuance
of any shares of a particular series of Preferred Stock, the voting
powers and the designations, preferences, and relative, optional,
and other special rights, and the qualifications, limitations, and
restrictions of such series, including, without limiting the
generality of the foregoing, the following:
(a) The distinctive designation of, and the number of shares
of Preferred Stock which shall constitute, such series,
which number may be increased (except where otherwise
provided by the Board of Directors) or decreased but not
below the number of shares thereof then outstanding) from
time to time by like action of the Board of Directors;
<PAGE> 3
(b) The rate and times at which, and the terms and conditions
on which, dividends, if any, on Preferred Stock of such
series shall be paid, the extent of the preference or
relation, if any, of such dividends to the dividends
payable on any other class or classes or series of the
same or other classes of stock, and whether such
dividends shall be cumulative or non-cumulative;
(c) The right, if any of the holders of Preferred Stock of
such series to convert the same into or exchange the same
for shares of any other class or classes or of any series
of the same or any other class or classes of stock of the
corporation and the terms and conditions of such
conversion or exchange;
(d) Whether or not Preferred Stock of such series shall be
subject to redemption, and the redemption price or prices
and the time or times at which, and the terms and
conditions on which, Preferred Stock of such series may
be redeemed;
(e) The rights, if any, of holders of Preferred Stock of such
series upon the voluntary or involuntary liquidation,
merger, consolidation, distribution or sale of assets,
dissolution, or winding-up of the corporation;
(f) The terms of the sinking fund or redemption or purchase
account, if any, to be provided for the Preferred Stock
of such series; and
(g) The voting powers, if any, of the holders of such series
of Preferred Stock which may, without limiting the
generality of the foregoing, include the right, voting as
a series or by itself or together with other series of
Preferred Stock or all series of Preferred Stock as a
class, to elect one or more direction of the corporation
if there shall have been a default in the payment of
dividends on any one or more series of Preferred Stock or
under such circumstances and on such conditions as the
Board of Directors may determine.
B. COMMON STOCK
1. After the requirements with respect to preferential
dividends on the Preferred Stock (fixed in accordance with the
provisions of Paragraph A of this Article Fourth), if any, shall
have been met and after the corporation shall have complied with
all the requirements, if any, with respect to the setting aside of
sums as sinking funds or redemption or purchase accounts (fixed in
accordance with the provisions of Paragraph A of this Article
Fourth), if any, shall have been met and after the corporation
shall have complied with all the requirements, if any, with respect
to the setting aside of sums as sinking funds or redemption or
purchase accounts (fixed in accordance with the provisions of
Paragraph A of this Article Fourth, then and not otherwise the
holders of Common Stock shall be entitled to receive such dividends
as may be declared from time to time by the Board of Directors.
<PAGE> 4
2. After distribution in full of the preferential amount, if
any (fixed in accordance with the provisions of Paragraph A of this
Article Fourth), to be distributed to the holders of Preferred
Stock in the event of voluntary or involuntary liquidation,
distribution or sale of assets, dissolution, or winding-up of the
corporation, the holders of the Common Stock shall be entitled to
receive all of the remaining assets of the corporation, tangible
and intangible, of whatever kind available for distribution to
stockholders ratably in proportion to the number of shares of
Common Stock held by them respectively.
3. Except as may otherwise be required by law or by the
provisions of such resolution or resolutions as may be adopted by
the Board of Directors pursuant to Paragraph A of this Article
Fourth, each holder of Common Stock shall have one vote in respect
of each share of Common Stock held by him on all matters voted upon
by the stockholders.
C. OTHER PROVISIONS
1. No holder of any of the shares of any class or series of
stock or of options, warrants, or other rights to purchase shares
of any class or series of stock or of other securities of the
corporation shall have any preemptive right to purchase or
subscribe for any unissued stock of any class or series or any
additional shares of any class or series to be issued by reason of
any increase of the authorized capital stock of the corporation of
any class or series, or bonds, certificates of indebtedness,
debentures, or other securities convertible into or exchangeable
for stock of the corporation of any class or series, or carrying
any right to purchase stock of any class or series, but any such
unissued stock, additional authorized issue of shares of any class
or series of stock, or securities convertible into or exchangeable
for stock, or carrying any right to purchase stock, may be issued
and disposed of pursuant to resolution of the Board of Directors to
such persons, firms, corporation, or associations, whether such
holders or others, and upon such terms as may be deemed advisable
by the Board of Directors in the exercise of its sole discretion.
<PAGE> 5
2. The relative powers, preferences, and rights of each
series of Preferred Stock in relation to the powers, preferences,
and rights of each other series of Preferred Stock shall, in each
case, be as fixed from time to time by the Board of Directors in
the resolution or resolutions adopted pursuant to authority granted
in Paragraph A of this Article Fourth and the consent, by class or
series vote or otherwise, of the holders of such of the series of
Preferred Stock as are from time to time outstanding shall not be
required for the issuance by the Board of Directors of any other
series of Preferred Stock, whether or not the powers, preferences,
and rights of such other series shall be fixed by the Board of
Directors as senior to, or on a parity with, the powers,
preferences, and rights of such outstanding series, or any of them;
provided, however, that the Board of Directors may provide in the
resolution or resolutions as to any series of Preferred Stock
adopted pursuant to Paragraph A of this Article Fourth that the
consent of the holders of a majority (or such greater proportion as
shall be therein fixed) of the outstanding shares of such series
voting thereof shall be required for the issuance of any or all
other series of Preferred Stock.
3. Subject to the provisions of subparagraph 2 of this
Paragraph C, shares of any series of Preferred Stock may be issued
from time to time as the Board of Directors of the corporation
shall determine and on such terms and for such consideration as
shall be fixed by the Board of Directors.
4. Shares of Common Stock may be issued from time to time as
the Board of Directors of the corporation shall determine and on
such terms and for such consideration as shall be fixed by the
Board of Directors.
5. The authorized amount of shares of Common Stock and of
Preferred Stock may, without a class or series vote, be increased
or decreased from time to time by the affirmative vote of the
holders of a majority of the stock of the corporation entitled to
vote thereon.
FIFTH:
The corporation is to have perpetual existence.
SIXTH:
In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized:
(a) To make, alter, or repeal the By-Laws of the corporation.
<PAGE> 6
(b) To authorize and cause to be executed mortgages and liens
upon the real and personal property of the corporation.
(c) To set apart out of any of the funds of the corporation
available for dividends a reserve or reserves for any proper
purpose and to abolish any such reserve in the manner which it was
created.
(d) By a majority of the whole board, to designate one or
more committees, each committee to consist of two or more of the
directors of the corporation. The Board may designate one or more
directors as alternate members of any committee, who may replace
any absent or disqualified member at any meeting of the committee.
Any such committee, to the extent provided in the resolution or in
the By-Laws of the corporation, shall have and may exercise the
powers of the Board of Directors in the management of the business
and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it;
provided, however, the By-Laws may provide that in the absence or
disqualification of any member of such committee or committees, the
member or members thereof present any meeting and not disqualified
from voting whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified
member.
(e) Except as provided in Article Tenth hereof, when and as
authorized by the affirmative vote of the holders of a majority of
the stock issued and outstanding having voting power given at a
stockholder's meeting duly called upon such notice as is required
by statute, to sell, lease, or exchange all or substantially all of
the property and assets of the corporation, including its good will
and its corporate franchises, upon such terms and for such
consideration, which may consist in whole or in part of money or
property, including shares of stock in and/or other securities of
any other corporation or corporations, as its Board of Directors
shall deem expedient and for the best interest of the corporation.
(f) To fix the fiscal year of the corporation as the calendar
year or otherwise in its discretion.
SEVENTH:
Notwithstanding any other provisions of this Certificate of
Incorporation or the By-Laws of the corporation (and
notwithstanding the fact that some lesser percentage may be
specified by law, this Certificate of Incorporation, or the By-Laws
of the corporation), any director or the entire Board of Directors
of the corporation may be removed at any time, but only for cause
<PAGE> 7
and only by the affirmative vote of the holders of 66-2/3%or more
of the outstanding shares of capital stock of the corporation
entitled to vote generally in the election of directors (considered
for this purpose as one class cast at a meeting of the stockholders
called for that purpose, and the affirmative vote of the holders of
66-2/3% or more of the outstanding shares of capital stock of the
corporation entitled to vote generally in the election of directors
(considered for this purpose as one class) shall be required to
amend, alter, change, or repeal this Article Seventh of this
Certificate of Incorporation. Notwithstanding the foregoing, and
except as otherwise required by law, whenever the holders of any
one or more series of Preferred Stock shall have the right, voting
separately as a class, to elect one or more directors of the
corporation, the provisions of this Article Seventh shall not apply
with respect to the director or directors elected by such holders
of Preferred Stock.
EIGHTH:
Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between
this corporation and its stockholders or any class of them, any
court of equitable jurisdiction within the State of Delaware may,
on the application in a summary way of this corporation or of any
creditor or stockholder thereof, or on the application of any
receiver or receivers appointed for this corporation under the
provisions of Section 291 of Title 8 of the Delaware Code, or on
the application of trustees in dissolution, or of any receiver or
receivers appointed for this corporation under the provisions of
Section 279 of Title 8 of the Delaware Code, order a meeting of the
creditors or class of creditors and/or of the stockholders or class
of stockholders of this corporation, as the case may be, to be
summoned in such manner as the said court directs. If a majority
in number representing three-fourths in value of the creditors or
class of creditors and/or the stockholders or class of stockholders
of this corporation agree to any compromise or arrangement and to
any reorganization of this corporation as a consequence of such
compromise or arrangement, the same compromise or arrangement and
the said reorganization shall, if sanctioned by the court to which
said application has been made, be binding on all the creditors or
class of creditors and/or on all the stockholders or class of
stockholders of this corporation, as the case may be, and also on
this corporation.
<PAGE> 8
NINTH:
A. The property, business, and affairs of the corporation
shall be managed and controlled by the Board of Directors. The
number of directors of the corporation (exclusive of directors to
be elected by the holders of any one or more series of Preferred
Stock voting separately as a class or classes shall not be less
than five nor more than thirteen, the exact number of directors to
be determined from time to time by resolution adopted by
affirmative vote of a majority of the whole Board of Directors, and
such exact number shall be eleven until otherwise determined by
resolution adopted by affirmative vote of a majority of the whole
Board of Directors. As used in this Article Ninth, the term "whole
board" means the total number of directors which the corporation
would have if there were no vacancies.
B. The Board of Directors shall be divided into three
classes, as nearly equal in number as the then total number of
directors constituting the whole Board permits, with the term of
office of one class expiring each year. Directors of the first
class shall be elected to hold office for term expiring at the next
succeeding annual meeting, directors of the second class shall be
elected to hold office for a term expiring at the second succeeding
annual meeting, and directors of the third class shall be elected
to hold office for a term expiring at the third succeeding annual
meeting. Any vacancies in the Board of Directors for any reason,
and any newly created directorships resulting from any increase in
the number of directors, may be filled by the Board of Directors
acting by a majority of the directors then in office and any
directors so chosen would hold office until the next election of
the class for which such directors have been chosen and until their
successors are elected and qualified. No decrease in the number of
directors shall shorten the term of any incumbent director.
Notwithstanding the foregoing, and except as otherwise required by
law, whenever the holders of any one or more series of Preferred
Stock shall have the right, voting separately as a class, to elect
one or more directors of the corporation, the terms of the director
or directors elected by such holders shall expire at the next
succeeding annual meeting of stockholders. Subject to the
foregoing, at each annual meeting of stockholders the successors to
the class of director whose term shall then expire shall be elected
to hold office for a term expiring at the third succeeding annual
meeting.
Notwithstanding any other provisions of this Certificate of
Incorporation or the By-Laws of the corporation (and
notwithstanding the fact that some lesser percentage may be
specified by law, this Certificate of Incorporation, or the By-Laws
of the corporation), the affirmative vote of the holders of 66-2/3%
or more the outstanding shares of capital stock of the corporation
entitled to vote generally in the election of directors (considered
<PAGE> 9
for this purpose as one class) shall be required to amend, alter,
change, or repeal this Article Ninth.
TENTH:
It is hereby declared to be a proper corporate purpose,
reasonably calculated to benefit stockholders, for the Board of
Directors to base the response of the corporation to any
"Acquisition Proposal" on the Board of Directors' evaluation of
what is in the best interests of the corporation and for the Board
of Directors, in evaluating what is in the best interests of the
corporation, to consider
(a) the best interest of the stockholders; for this purpose
the Board shall consider, among other factors, not only the
consideration being offered in the Acquisition Proposal, in
relation to the then current market price, but also in relation to
the then current value of the corporation in a freely negotiated
transaction and in relation to the Board of Directors' then
estimate of the future value of the corporation as an independent
entity; and
(b) such other factors as the Board of Directors determines
to be relevant, including, among other factors, the social, legal,
and economic effects upon franchisees, employees, suppliers,
customers, and business.
"Acquisition Proposal" means any proposal of any person (a)
for a tender offer or exchange offer for any equity security of the
corporation, (b) to merge or consolidate the corporation with
another corporation, or (c) to purchase or otherwise acquire all or
substantially all of the properties and assets of the corporation.
ELEVENTH:
Subject to all other applicable provisions of this Certificate
of Incorporation and to all applicable provisions of the law of
Delaware, relating, inter alia, to stockholder approval, the Board
of Directors shall have the power to merge or consolidate the
corporation with another corporation or to sell, lease, or exchange
all or substantially all of the property and assets of the
corporation, including its good will and its corporate franchises,
upon such terms and conditions and for such consideration, which
may be in whole or in part shares of stock in, and/or other
securities of, any corporation or corporations, as the Board of
Directors shall deem expedient and for the best interests of the
corporation, but, regardless of any other provision of this
<PAGE> 10
Certificate of Incorporation, if any party to any such transaction
shall be a person or entity owning, immediately prior to the
consummation of such transaction of record or beneficially, 2% or
more of the stock of the corporation issued and outstanding having
voting power, such power of the Board of Directors shall be
exercisable only when and as duly authorized by the affirmative
vote of the holders of not less than 66-2/3% of the stock of the
corporation issued and outstanding having voting power given at a
stockholder's meeting duly called for that purpose; provided,
however, that the Board of Directors shall have the power to merge
the corporation with another corporation without action by the
stockholders to the extent and in the manner permitted from time to
time by the law of Delaware. In determining whether or not any
person or entity (the "Primary Holder") owns, of record or
beneficially, 2% or more of the stock of the corporation issued an
outstanding having voting power, there shall be aggregated with all
shares of such stock owned of record or beneficially by the Primary
Holder (a) all shares of such stock owned of record or beneficially
by any person or entity who or which would be deemed to be
controlling, controlled by, or under common control with the
Primary Holder under the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, any federal statute
enacted to take the place of either or both such statutes, or any
regulation promulgated under either of such statues or such
successor statutes (an "Affiliate"), and (b) all shares of such
stock owned of record or beneficially by any person or entity
acting in concert with the Primary Holder and/or with an Affiliate
of the Primary Holder. This Article Eleventh shall not be altered,
amended, or repealed except by the affirmative vote of the holders
of not less than 66-2/3% of the stock of the corporation issued and
outstanding having voting power, given at a stockholders' meeting
duly called for that purpose, upon a proposal adopted by the Board
of Directors.
TWELFTH:
No person shall be liable to the corporation for any loss or
damage suffered by it on account of any action taken or omitted to
be taken by him as a director or officer of the corporation in good
faith, if such person exercised or used the same degree of care and
skill as a prudent man would have exercised or used in the
circumstances in the conduct of his own affairs.
THIRTEENTH:
No contract or transaction entered into by the corporation
shall be affected by the fact that a director of the corporation
was personally interested in it, if, at the meeting of the Board of
Directors making, authorizing, or confirming such contract or
<PAGE> 11
transaction, the interested director discloses his interest therein
and refrains from voting on such contract or transactions, and such
contract or transaction is adopted or ratified by a majority of a
quorum of directors present.
FOURTEENTH:
Each director and officer of this corporation (and each
officer or director of any other corporation and serving as such at
the request of this corporation because of this corporation's
interest in such other corporation) shall be indemnified by the
corporation against all costs and expenses (including not limited
to counsel fees, amounts of judgments paid, and amounts paid in
settlement) reasonably incurred in connection with the defense of
any claim, action, suit, or proceeding, whether civil, criminal,
administrative, or other, in which he or they may be involved by
virtue of such person's being or having been such director,
officer, or employee; provided, however, that such indemnity shall
not be operative with respect to (a) any matter as to which such
person shall have been finally adjudged in such action, suit, or
proceeding to be liable for negligence or misconduct in the
performance of his duties as such director, officer, or employee,
or (b) any matter settled or compromised, unless, in the opinion of
independent counsel selected by or in a manner determined by the
Board of Directors, there is not reasonable ground for such
person's being adjudged liable for negligence or misconduct in the
performance of his duties as such director, officer, or employee,
or (c) any amount paid or payable to the corporation of such other
enterprise. The foregoing indemnification shall not be deemed
exclusive of any other rights to which those indemnified may be
entitled under any by-law, agreement, vote of shareholders, or
otherwise.
FIFTEENTH:
Meetings of stockholders may be held within or without the
State of Delaware, as the By-Laws may provide. The books of the
corporation may be kept (subject to any provision contained in the
statutes) outside the State of Delaware at such place or places as
may be designated from time to time by the Board of Directors or in
the By-Laws of the corporation. Elections of directors need not be
by written ballot unless the By-Laws of this corporation so
provide.
SIXTEENTH:
Except as hereinbefore provided, the corporation reserves the
right to amend, alter, change, or repeal any provision contained in
the Certificate of Incorporation, in the manner now or hereafter
prescribed by the statutes, and all rights conferred upon
stockholders herein are granted subject to this reservation.
<PAGE> 12
SEVENTEENTH:
Notwithstanding any other provision of the Certificate of
Incorporation or the By-Laws of the corporation, a director of the
corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty
as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
unlawful payment of dividends or unlawful stock purchases or
redemptions, or (iv) for any transaction from which the director
derived any improper personal benefit. The foregoing provision
shall not eliminate or limit the liability of a director for any
act or omission occurring prior to the effective date of the
amendment to the Certificate of Incorporation. If the Delaware
General Corporation Law hereafter is amended to further eliminate
or limit the liability of a director, then a director of the
corporation, in addition to the circumstances in which a director
is not personally liable as set forth in the preceding sentence,
shall not be liable to the fullest extent permitted by the amended
Delaware General Corporation Law.
Any repeal or modification of the foregoing paragraph by the
stockholders of the corporation shall not adversely affect any
right or protection of a director of the corporation existing at
the time of such repeal or modification.
IN WITNESS WHEREOF, said Dixon Ticonderoga Company has caused
this certificate to be signed by Gino N. Pala, its President and
Chief Executive Officer, and attested by Laura Hemmings, its
Secretary this 17th day of February, 1989.
DIXON TICONDEROGA COMPANY
By: Gino N. Pala
President and CEO
CORPORATE SEAL
Attest: Laura Hemmings
Secretary
<PAGE> 13
STATE OF FLORIDA
COUNTY OF INDIAN RIVER
The foregoing Restated Certificate of Incorporation was sworn
to and acknowledged before me this 17 day of February, 1989, by
Gino N. Pala and Laura Hemmings, President and Secretary,
respectively, of the corporation, on behalf of the corporation.
My commission expires: Kenneth A. Baer
Notary Public
March 1, 1990
<TABLE>
<S> <C>
EXHIBIT 4.1
Specimen Certificate of the Company's Common Stock
Common Stock
Number
Par Value $1.00 per share
P5961
Incorporated under the laws of the State of Delaware
DIXON LOGO
Shares
[SPECIMEN]
See reverse side for
certain definitions
DIXON TICONDEROGA COMPANY
This certificate is transferrable in the cities of Charlotte or New York.
[CUSIP 255860 10 8]
THIS CERTIFIES THAT
SPECIMEN
is the owner of
Shares of the fully paid and non-assessable common stock of the par value $1.00 per share of
DIXON TICONDEROGA COMPANY
transferable on the books of the Company by the holder hereof in person or by duly authorized attorney upon surrender
of this certificate properly endorsed.
This certificate and the shares represented hereby are issued and shall be held subject to all the provisions
of (1) the Articles of Incorporation and all amendments and (2) any statement on the reverse side of this
certificate. This certificate is not valid unless countersigned by the Transfer Agent and registered by the
Registrar.
WITNESS the facsimile seal of the Company and the facsimile signature of its duly authorized officers.
Dated:
Countersigned and Registerd: CORPORATE /s/
Gino N. Pala
First Union National Bank of North Carolina SEAL
President
(Charlotte, North Carolina)
Transfer Agent and Registrar, /s/
Kenneth Baer
By:
Treasurer
Authorized Officer
</TABLE>
<PAGE> 25
<TABLE>
<S> <C>
[REVERSE SIDE OF SPECIMEN STOCK CERTICIATE]
DIXON TICONDEROGA COMPANY
The Company will furnish to any shareholder, upon request and without charge, a fully or summary statement of
the designations, preferences, limitations and relative rights of the shares of each class authorized to be issued,
and the variations in the relative rights and preferences between (1) the shares of Common, Preferred and Preference
Stock, (2) any classes of Preference Stock and (3) any series within classes of Preference Stock, so far as the same
have been fixed and determined the Articles of Incorporation fo this Company and in addition, with respect to the
Preference Stock, in the resolution or resolutions providing for the issue of Preference Stock adopted from time to
time by the board of directors, without the necessity of any action by the shareholders.
The following abbreviations, when used in the inscription of this certificate, shall be construed as though
they were written out in full according to applicable laws or regulations.
TEN COM - as tenants in common UNIF GIFT MIN ACT__________Custodian ___________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants in common Act________________________________
(State)
UNIF TRF MIN ACT________Custodian (until age ___)
________ under uniform Transfers
(Minor)
to Minors Act ___________________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, ______________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
[_________________________]________________________________________________________________________________________
___________________________________________________________________________________________________________________
(Please print or typewrite name and address, including ZIP Code of assignee)
___________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________Shares
of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
___________________________________________________________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation with full power of substitution in the
premises.
Dated______________________________
X________________________________________________________
X________________________________________________________
NOTICE: The signature(s) to this assignment must
correspond with the name(s) as written upon the face of
the certificate in every particular, without alteration
or enlargement or any change whatever.
SIGNATURE(S) GUARANTEED:
By:_______________________________
The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan
associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to SEC
Rule 17Ad-15.
</TABLE>
