UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ___)*
DIXON TICONDEROGA COMPANY
(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
255860108
(CUSIP Number)
HOLLYBANK INVESTMENTS, LP
PO BOX 190240
MIAMI BEACH, FLORIDA 33119
(617) 310-5110
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
JUNE 23, 1999(1)
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
( ).
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
- ----------------------------
(1) Hollybank Investments LP and Dorsey R. Gardner have previously filed a
timely Schedule 13G. This Schedule 13D is being filed to bring Hollybank
Investments, Thistle Investments LLC and Dorsey R. Gardner under the current
filing regime.
<PAGE>
SCHEDULE 13D PAGE 2 OF 10 PAGES
CUSIP No. 255860108
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Hollybank Investments, LP
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ( )
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 499,300
BENEFICIALLY
OWNED BY
------------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING None
PERSON WITH
------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
499,300
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
499,300
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
( )
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D PAGE 3 OF 10 PAGES
CUSIP No. 255860108
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Thistle Investments LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ( )
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 54,400
BENEFICIALLY
OWNED BY
------------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING None
PERSON WITH
------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
54,400
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,400
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
( )
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D PAGE 4 OF 10 PAGES
CUSIP No. 255860108
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dorsey R. Gardner
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ( )
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 46,396(XX)
SHARES (XX)Please refer to Item 5, page 5 for disclaimer of
BENEFICIALLY beneficial ownership
-------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING
PERSON WITH
-------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
46,396(XX)
(XX)Please refer to Item 5, page 5 for disclaimer of
beneficial ownership
-------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,396(XX)
(XX)Please refer to Item 5, page 5 for disclaimer of beneficial
ownership
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* (X)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%(XX)
(XX) Please refer to Item 5, page 5 for disclaimer of beneficial
ownership
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D PAGE 5 OF 10 PAGES
CUSIP No. 255860108
ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this statement
relates is the Common Stock, par value $1.00 per share (the "Shares"), of Dixon
Ticonderoga Company, a Delaware corporation (the "Company"). The address of the
Company's principal executive office is 195 International Parkway, Heathrow,
Florida 32746-5036.
ITEM 2. IDENTITY AND BACKGROUND
The persons filing this Statement are Hollybank Investments, LP, a
Delaware limited Partnership ("LP"), Thistle Investments LLC, a Delaware limited
liability company ("LLC") and Dorsey R. Gardner, the general partner of LP and
managing member of LLC ("Gardner"). The business address of Gardner, LP and LLC
is P.O. Box 190240, Miami Beach, Florida 33119. LP was formed on January 14,
1994, and is authorized to conduct any business which may be legally conducted
by a limited partnerhsip under the laws of Delaware. LLC was organized on
January 21, 1999 and is authorized to conduct any business which may be legally
conducted by a limited liability company under the laws of Delaware. As of the
date hereof, the sole business of each LP and LLC is securities investment.
During the last five years, neither Gardner, LP nor LLC has been convicted in a
criminal proceeding (excluding traffic violations and similar misdemenaors), nor
has Gardner, LP or LLC been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which Gardner, LP
or LLC was or is subject to a judgement, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This statement relates specifically to the following transactions in the
Shares: LLC's February 10, 1999 purchase of 2,000 Shares at a per share price of
$10.06; LLC's February 10, 1999 purchase of 7,500 Shares at a per share price of
$10.17; LLC's February 11, 1999 purchase of 2,000 Shares at a per share price of
$11.17; LLC's February 12, 1999 purchase of 8,600 Shares at a per share price of
$11.16; LLC's February 19, 1999 purchase of 1,500 Shares at a per share price of
$10.42; LLC's February 22, 1999 purchase of 1,600 Shares at a per share price of
$10.10; LLC's February 24, 1999 purchase of 7,500 Shares at a per share price of
$10.32; LLC's February 25, 1999 purchase of 1,500 Shares at a per share price of
$10.29; LLC's March 1, 1999 purchase of 1,000 Shares at a per share price of
$10.79; LLC's March 3, 1999 purchase of 3,500 Shares at a per share price of
$11.06; LLC's March 4, 1999 purchase of 10,000 Shares at a per share price of
$11.06; LLC's March 8, 1999 purchase of 1,500 Shares at a per share price of
$11.06; LLC's March 10, 1999 purchase of 2,500 Shares at a per share price of
$11.06; LLC's March 11, 1999 purchase of 1,000 Shares at a per share price of
$11.06; LLC's March 17, 1999 purchase of 1,600 Shares at a per share price of
$10.56; LLC's March 18, 1999 purchase of 1,100 Shares at a per share price of
$10.47; LP's March 20, 1998 purchase of 2,500 Shares at a per share price of
$13.06; LP's March 25, 1998 purchase of 2,800 Shares at a per share price of
$12.81; LP's March 27, 1998 purchase of 4,000 Shares at a per share price of
$12.81; LP's March 30, 1998 purchase of 2,000 Shares at a per share price of
$12.81; LP's March 31, 1998 purchase of 700 Shares at a per share price of
$12.81; LP's April 1, 1998 purchase of 500 Shares at a per share price of
<PAGE>
SCHEDULE 13D PAGE 6 OF 10 PAGES
CUSIP No. 255860108
$12.81; LP's May 4, 1998 purchase of 11,500 Shares at a per share price of
$15.29; LP's July 30, 1998 purchase of 5,000 Shares at a per share price of
$12.56; LP's August 7, 1998 purchase of 10,000 Shares at a per share price of
$10.81; LP's September 11, 1998 purchase of 10,000 Shares at a per share price
of $9.44; LP's March 31, 1999 purchase of 15,000 Shares at a per share price of
$10.84; and LP's April 19, 1999 purchase of 3,500 Shares at a per share price of
$9.95. These purchase were effected on the American Stock Exchange. These
purchases, when aggregated with Gardner's and LP's previously purchased Shares,
gave Gardner deemed beneficial ownership of 600,096 of the 3,664,058 outstanding
Shares, triggering this reporting requirement on Schedule D. LP and LLC used
their respective working capital for these purchases and every other purchase,
while Gardner used his personal funds for his purchases.
ITEM 4. PURPOSE OF TRANSACTION.
LP, LLC and Gardner have acquired their respective shares strictly for the
purpose of equity security investment. Neither LP, LLC nor Gardner has any
present plans or proposals which would relate to or result in:
(a) The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company
or any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number of term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
<PAGE>
SCHEDULE 13D PAGE 7 OF 10 PAGES
CUSIP No. 255860108
LP, LLC and Gardner have previously filed a Schedule 13G with the SEC. A
Schedule 13D is being filed because Gardner's total purchases exceed one percent
of the Company's outstanding Shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)(i) As of the date of this Statement, LP is the beneficial owner of
499,300 Shares (approximately 13.6% of the 3,664,058 outstanding Shares on March
31, 1999, based on information provided in the Company's most recent Quarterly
Report on Form 10Q filed May 14, 1999). Gardner, as general partner of LP, may
be deemed to beneficially own Shares beneficially owned by LP. Except to the
extent of his interest as a limited partner in LP, Gardner expressly disclaims
such beneficial ownership and the filing of this statement shall not be
construed as an admission that Gardner is the beneficial owner of the Shares
owned by LP and covered by this Statement.
(ii) As of the date of this Statement, LLC is the beneficial owner of
54,400 Shares (approximately 1.5% of the 3,664,058 outstanding Shares on March
31, 1999, based on information provided in the Company's most recent Quarterly
Report on Form 10Q filed May 14, 1999). Gardner, as managing member of LLC, may
be deemed to beneficially own Shares beneficially owned by LLC. Except to the
extent of his interest as a member in LLC, Gardner expressly disclaims such
beneficial ownership and the filing of this statement shall not be construed as
an admission that Gardner is the beneficial owner of the Shares owned by LLC and
covered by this Statement.
(iii) As of the date of this Statement, Gardner beneficially owns
46,396 Shares (approximately 1.3% of the 3,664,058 outstanding Shares as on
March 31, 1999, based on information provided in the Company's most recent
Quarterly Report on Form 10Q filed May 14, 1999). Except to the extent of his
interest as a limited partner in LP and member of LLC, Gardner expressly
disclaims beneficial ownership of any Shares which may be beneficially owned by
LP and LLC, and the filing of this statement shall not be construed as an
admission that Gardner is the beneficial owner of such Shares.
(b) LP has sole voting power and sole investment power with respect to the
Shares reported in (a)(i) above. LLC has the sole voting power and sole
investment power with respect to the shares reported in (a)(ii) above. Gardner
has sole voting power and sole investment power with respect to the Shares
listed in (a)(iii) above.
(c)(i) Other than the acquisitions described in Item 3 above, LP has,
during the past 60 days, not effected any Share transactions.
(ii) LLC has, during the past 60 days, not effected any Share
transactions.
(iii) Gardner has, during the past 60 days, not effected any Share
transactions.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of Shares
reported on this Statement.
<PAGE>
SCHEDULE 13D PAGE 8 OF 10 PAGES
CUSIP No. 255860108
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangement, understandings or relationships
(legal or otherwise) between LP, LLC or Gardner and any other person with
respect to any securities of the Company, including, but not limited to,
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following document is filed herewith as an exhibit to this statement:
(a) Joint Filing Agreement
(b) Power of Attorney
<PAGE>
SCHEDULE 13D PAGE 9 OF 10 PAGES
CUSIP No. 255860108
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
HOLLYBANK INVESTMENTS, LP
By:/s/ Timothy G. Caffrey
----------------------
Timothy G. Caffrey
General Partner
THISTLE INVESTMENTS LLC
By:/s/ Timothy G. Caffrey
----------------------
Timothy G. Caffrey
Managing Member
/s/ Timothy G. Caffrey
----------------------
Dorsey R. Gardner
By: Timothy G. Caffrey, Attorney-in-Fact
Date: June 23, 1999
<PAGE>
SCHEDULE 13D PAGE 10 OF 10 PAGES
CUSIP No. 255860108
SCHEDULE 13D
EXHIBIT INDEX
99.1 Joint Filing Agreement
99.2 Power of Attorney
Exhibit 99.1
AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the information
required by Schedule 13D (or any amendment thereof) need be filed on their
behalf with respect to the beneficial ownership of any equity securities of
Dixon Ticonderoga Company or any subsequent acquisitions or disposition of
equity securities of Dixon Ticonderoga Company by any of the undersigned.
Date: June 23, 1999
HOLLYBANK INVESTMENTS, LP
By: /s/ Timothy G. Caffrey
----------------------
Timothy G. Caffrey
General Partner
THISTLE INVESTMENTS LLC
By: /s/ Timothy G. Caffrey
----------------------
Timothy G. Caffrey
Managing Member
/s/ Timothy G. Caffrey
----------------------
Dorsey R. Gardner
By: Timothy G. Caffrey, Attorney-in-Fact
EXHIBIT 99.2
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Timothy G. Caffrey, the undersigned's true and lawful attorney-in-fact
to:
(1) execute for and on behalf of the undersigned, in each the
undersigned's individual capacity, as a general partner by Hollybank
Investments, LP ("LP") and as a managing member of Thistle
Investments LLC ("LLC"), Schedule 13D and any amendments thereto in
accordance with Section 13(d) of the Securities Exchange Act of 1934
and the rules thereunder;
(2) do and perform any and all act for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Schedule 13D and any amendments thereto and timely file such form
with the United States Securities and Exchange Commission and any
stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is LP or LLC assuming, any of the undersigned's responsibilities to comply
with Section 13 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Schedule 13D and any amendments
thereto with respect to the undersigned's holdings of and transactions in
securities issued by LP and LLC, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorney-in-fact.
1
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 23rd day of June, 1999.
/s/Dorsey R. Gardner
--------------------
Signature
Dorsey R. Gardner, individually and as
General Partner of Hollybank Investments,
LP and Managing Member of Thistle
Investments LLC
2
