UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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SEC File Number
0-2655
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(Check One) [ ]Form 10-K [ ]Form 20-F [ ]Form 11-K [X]Form 10-Q [ ]Form N-SAR
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Cusip Number
255860 10 8
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For Period Ended: March 31, 2000
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ______________________
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Read Instruction (on back page) Before Preparing Form, Please Print or Type
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Nothing In this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant:
DIXON TICONDEROGA COMPANY
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Former Name if Applicable:
N/A
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Address of Principal Executive Office (Street and Number):
195 International Parkway
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City, State, Zip Code:
Heathrow, FL 32746
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PART II -- RULES 12b-25 (b) AND (c)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
| (a)The reasons described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense;
| (b)The subject annual report, semi-annual report, transition report on Form
| 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed
[X}| on or before the fifteenth calendar day following the prescribed due
| date; or the subject quarterly report of transition report on Form 10-Q,
| or portion thereof will be filed on or before the fifth calendar day
| following the prescribed due date; and
| (c)The accountant's statement or other exhibit required by Rule 12b-25(c)
| has been attached if applicable.
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PART III - NARRATIVE
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State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period:
Dixon Ticonderoga Company is unable to timely file its Quarterly Report on
Form 10-Q for the quarter ended March 31, 2000, but will file by the first
business day following the fifth calendar day after its original due date of
May 15, 2000, as prescribed herein.
The delay is caused by the need of additional time to complete negotiations
for settlement of terms of amendments to the Company's 12% Senior Subordinated
Note Agreement and senior debt agreements. The Company is in non-compliance
with one financial ratio requirement in each of the aforementioned agreements
as of March 31, 2000, and has received waivers of the respective covenants
through May 23, 2000. Due to the foregoing factors, the Company is unable at
this time to determine the appropriate financial statement classification and
disclosures required with respect to its long-term debt.
The reasons causing the Company's inability to file timely are beyond its
control and could not be eliminated by the Company without unreasonable effort
or expense.
PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification:
Gino N. Pala (407) 829-9000
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(Name) (Area Code) (Telephone No.)
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(2)Have all other periodic reports required under section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s). [x]Yes [ ]No
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(3)Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[x]Yes [ ]No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Please see Exhibit A attached hereto and forming a part hereof.
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Dixon Ticonderoga Company
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: May 15, 2000 By: /s/ Gino N. Pala
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Gino N. Pala
Chairman and Co-Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
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ATTENTION
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Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
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1. This form is required by Rule 12b-25 (17 CRF 240.12b-25) of the General Rules
and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in or
filed with the form will be made a matter of public record in the Commission
files.
3. A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable to
timely file a report solely due to electronic difficulties. Filers unable to
submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (Section 232.201 or Section 232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(Section 232.13(b) of this chapter).
EXHIBIT A
PART IV
OTHER INFORMATION
(3)For the quarter ended March 31, 2000, the Company expects to report a net
loss of ($246,832) (or 8 cents per share) as compared with net income of
$4,331,014, or $1.20 per diluted share, for the quarter ended March 31, 1999,
when the Company recorded a pre-tax gain of $9,396,318 on the sale of the
Company's graphite and lubricants business, and a $1,685,000 pre-tax
provision for restructuring and related costs. Excluding the 1999 gain on
sale and provision for restructuring costs, the net loss from operations was
($382,144) in the prior year quarter. Second fiscal quarter revenues were
$22,392,291 compared with $24,915,699 in the prior year quarter.
For the first six months of fiscal 2000, the Company expects to report a net
loss of ($1,746,526) (or 54 cents per share) compared with net income of
$3,731,097, or $1.04 per diluted share, a year ago. First-half 1999 net
income includes the aforementioned gain on the sale of the graphite and
lubricants business and the provision for restructuring and related costs.
Excluding the 1999 gain on sale and provision for restructuring costs, the
net loss from operations was ($982,061) in the prior year period. Revenues in
the first six months of fiscal 2000 were $42,017,436 compare with $47,722,868
a year ago.
The Company attributes the higher net loss (exclusive of the aforementioned
unusual items in 1999) to strict inventory reduction efforts which resulted
in plant inefficiencies in the U.S. and Mexico; lower Industrial Group sales
and operating profit due to the sale of the graphite and lubricant business
in early 1999 and lower refractory division sales and profits. In addition,
the Company traditionally experiences lower sales in its first two fiscal
quarters due to the seasonal nature of its Consumer Group.
