UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) of ss. 240.14a-12.
DIXON TICONDEROGA COMPANY
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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previously. Identify the previous filing by registration statement number,
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Dixon Ticonderoga Company
195 International Parkway
Heathrow, FL 32746
Notice of 2004 Annual Meeting of Stockholders
---------------------------------------------
Fellow Stockholder:
You are cordially invited to attend the 2004 Dixon Ticonderoga Company
Annual Meeting of Stockholders to be held at 10:00 a.m., Eastern Standard Time
on May 14, 2004 at our executive offices at 195 International Parkway, Heathrow,
Florida 32746, to:
o Elect three directors, each for a term of three years or until their
successors are elected and qualified or until their earlier
resignation, removal from office or inability to serve;
o Conduct other business properly brought before the meeting or any
adjournment thereof.
Stockholders of record at the close of business on March 31, 2004 may vote
at the meeting.
Your vote is important. Whether you plan to attend or not, please sign,
date, and return the enclosed proxy card in the envelope provided. If you attend
the meeting and prefer to vote in person, you may do so.
If your shares are held in street name by a brokerage firm, your broker
will supply you with a proxy to be returned to the brokerage firm. It is
important that you return the form to the brokerage firm as quickly as possible
so that the brokerage firm may vote your shares. You may not vote your shares in
person at the meeting unless you obtain a power of attorney or legal proxy from
your broker authorizing you to vote the shares, and you present this power of
attorney or proxy at the meeting.
Please note that attendance at the meeting will be limited to stockholders
of the Company as of the record date (or their duly authorized representatives).
If your shares are held by a bank or broker, please bring to the meeting your
bank or brokerage statement evidencing your beneficial ownership of Company
stock.
I look forward to seeing you at the meeting.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Gino N. Pala
-----------------
Gino N. Pala
Chairman
Heathrow, Florida
April 9, 2004
PROXY STATEMENT
---------------
for
---
DIXON TICONDEROGA COMPANY
-------------------------
2004 Annual Meeting of Stockholders
-----------------------------------
TABLE OF CONTENTS
-----------------
Notice of Annual Meeting.................................................Cover
Information About the Annual Meeting and Voting..............................1
General....................................................................1
Voting Methods.............................................................1
Giving Your Proxy to Someone Other than Individuals Designated on the Card.2
The Quorum Requirement.....................................................2
Vote Necessary for Action..................................................2
Revocability of Proxy......................................................2
Matters Raised at the Meeting Not Included in This Statement...............3
Directors, Executive Officers and Committees.................................3
Structure..................................................................3
Directors Nominated This Year for Terms Expiring in 2007...................3
Directors up for Election in 2005..........................................4
Directors up for Election in 2006..........................................4
Board Meetings and Committees..............................................4
Audit Committee.........................................................4
Audit Committee Report..................................................5
Compensation Committee..................................................6
Nominations.............................................................6
Stockholder Communications.................................................7
Compensation Committee Interlocks and Insider Participation................7
Director Compensation......................................................7
Executive Officers.........................................................7
Employment Agreements......................................................7
Certain Relationships and Related Transactions.............................8
Executive Compensation.....................................................8
Report of the Compensation Committee on Executive Compensation.............9
Security Ownership of Management and Others..................................9
Performance Graph...........................................................10
Other Matters...............................................................10
Section 16(a) Beneficial Ownership Reporting Compliance...................10
Code of Ethics............................................................10
Stockholder Proposals for the 2005 Annual Meeting.........................10
Solicitation..............................................................11
Stockholder List..........................................................11
Independent Public Accountants..............................................11
Audit-Related Fees........................................................11
Proxy Card..........................................................Appendix I
PROXY STATEMENT
---------------
for
---
DIXON TICONDEROGA COMPANY
-------------------------
2004 Annual Meeting of Stockholders
-----------------------------------
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
-----------------------------------------------
General
-------
We sent you this Proxy Statement and the enclosed proxy card because Dixon
Ticonderoga Company's Board of Directors is soliciting your proxy to vote at the
2004 Annual Meeting of Stockholders. This Proxy Statement summarizes the
information you need to know to vote intelligently at the Annual Meeting.
However, you do not need to attend the Annual Meeting to vote your shares.
Instead, you may simply complete, sign and return the enclosed proxy card.
We will begin sending this Proxy Statement, the attached Notice of Annual
Meeting and the enclosed proxy card on or about April 9, 2004 to all
stockholders entitled to vote. The Company will pay the cost of this proxy
solicitation. Stockholders who own Dixon Ticonderoga Company common stock at the
close of business on March 31, 2004 are entitled to vote. On this record date,
there were 3,202,149 shares of common stock outstanding. We are also sending
along with this Proxy Statement, the Company's Annual Report on Form 10-K, which
includes our financial statements.
Voting Methods
--------------
You can vote on matters to come before the meeting in two ways:
o You can come to the Annual Meeting and cast your vote there; or
o You can vote by signing and returning the enclosed proxy card. If you
do so, the individuals named on the card will vote your shares in the
manner you indicate. If you do not indicate how your shares should be
voted, the shares represented by your properly completed proxy will be
voted for the nominees for director.
Each share of common stock you own entitles you to one vote. Votes cast by
proxy or in person at the Annual Meeting will be tabulated by the Inspectors of
Election appointed for that purpose.
1
Giving Your Proxy to Someone Other than Individuals Designated on the Card
--------------------------------------------------------------------------
If you want to give your proxy to someone other than individuals noted on
the proxy card:
o Cross out the names of those individuals and insert the name of the
individual you are authorizing to vote; or
o Provide a written authorization to the individual you are authorizing
to vote along with your proxy card.
The Quorum Requirement
----------------------
A quorum of stockholders is necessary to hold a valid meeting. If at least
a majority of the Company's stockholders are present in person or by proxy, a
quorum will exist. Abstentions and broker "non-votes" are counted as present for
establishing a quorum. A broker "non-vote" occurs when a broker votes on some
matters on the proxy card but not on others because it does not have the
discretionary voting power with respect to that matter and has not received
voting instructions from the beneficial owner.
Vote Necessary for Action
-------------------------
Directors are elected by a plurality vote of shares present at the meeting,
meaning that the director nominee with the most affirmative votes for a
particular slot is elected for that slot. In an uncontested election for
directors, the plurality requirement is not a factor. Action on other matters is
by affirmative vote of the majority of the shares present in person or by proxy
at the meeting and entitled to vote on that matter. Abstentions and "non-votes"
are not counted as votes cast for purposes of, and therefore will have no impact
as to, the election of directors. Abstentions will be treated as being present
and entitled to vote on matters other than the election of directors and,
therefore, will have the effect of votes against those matters. A broker
"non-vote" is treated as not being entitled to vote on those matters and,
therefore, is not counted for purposes of determining whether the mattes have
been approved.
Revocability of Proxy
---------------------
If you give a proxy, you may revoke it at any time before it is exercised.
You may revoke your proxy in one of three ways:
o You may send in another proxy with a later date.
o You may notify the Company's Secretary in writing before the Annual
Meeting that you have revoked your proxy.
o You may vote in person at the Annual Meeting.
If you plan to attend the Annual Meeting and vote in person, we will give
you a ballot when you arrive. However, if your shares are held in the name of
your broker, bank or other nominee, you must bring an account statement or
2
letter from the nominee indicating that you are the beneficial owner of the
shares on March 31, 2004, the record date for voting.
Matters Raised at the Meeting Not Included in This Statement
------------------------------------------------------------
We do not know of any matters to be acted upon at the meeting other than
those discussed in this statement. If any other matter is presented, proxy
holders will vote on the matter as directed by the Board of Directors.
DIRECTORS, EXECUTIVE OFFICERS AND COMMITTEES
--------------------------------------------
Structure
---------
Our Board of Directors consists of nine seats which are divided into three
classes for purposes of election. One class is elected at each annual meeting of
stockholders to serve for a three-year term. Pursuant to the Board's
determination, each of the Company's directors, other than Messrs. Pala, Joyce,
Asta and Cespedes, qualify as "independent" in accordance with the requirements
of the American Stock Exchange listing standards. In addition, as further
required by the American Stock Exchange listing standards, the Board of
Directors has made a subjective determination as to each independent director
that no relationships exist which, in the opinion of the Board, would interfere
with the exercise of independent judgment in carrying out the responsibilities
of a director.
At the 2004 Annual Meeting, the terms of three directors are expiring.
Those directors nominated for election at this annual meeting would hold office
for a three-year term expiring in 2007. Other directors are not up for election
this year and will continue in office for the remainder of their terms. Under
the Company's Bylaws, the Board of Directors may fill vacancies in Board seats.
If a nominee is unavailable for election, proxy holders will vote for
another nominee proposed by the Board of Directors or, as an alternative, the
Board of Directors may reduce the number of directors to be elected at the
meeting.
Directors Nominated This Year for Terms Expiring in 2007
--------------------------------------------------------
GINO N. PALA, 75, Chairman of the Board of Directors and Co-Chief Executive
Officer of the Company since 1999, prior thereto, Chairman, President and Chief
Executive Officer of the Company since 1989. Mr. Pala has been a director of the
Company since 1978. Mr. Pala is the father-in-law of Mr. Joyce.
RICHARD F. JOYCE, 48 Vice Chairman of the Board of Directors, President and
Co-Chief Executive Officer of the Company since 1999, prior thereto, Vice
Chairman, President and Chief Operating Officer of the Company's Consumer Group
and Chief Legal Executive since 1996. Mr. Joyce has been a director of the
Company since 1982. Mr. Joyce is the son-in-law of Mr. Pala.
3
JOHN RITENOUR, 52, Chief Executive Officer, Insurance Office of America
(insurance agency) since 1989. Mr. Ritenour has been a director of the Company
since 1999.
Our Board of Directors recommends a vote FOR these nominees.
Directors up for Election in 2005
---------------------------------
PHILIP M. SHASTEEN, 55, attorney, and member of the Board of Directors of
Johnson, Pope, Bokor, Ruppel & Burns, LLP, or its predecessor (law firm) since
1992. Mr. Shasteen has been a director of the Company since 1986.
RICHARD A. ASTA, 47, Executive Vice President of Finance and Chief
Financial Officer of the Company since 1990. Mr. Asta has been a director of the
Company since 1999.
WESLEY D. SCOVANNER, 57, President, Wesley D. Scovanner & Associates, Inc.,
(financial and business consulting) since 1983. Mr. Scovanner was appointed to
fill a vacant seat on the board in December 2002.
Directors up for Election in 2006
---------------------------------
BEN BERZIN, JR., 55, Executive Vice President, PNC Bank, N.A. (commercial
bank) since 1990. Mr. Berzin has been a director of the Company since 1994.
KENT KRAMER, 59, Chief Executive Officer of Professional Sports Marketing,
Inc. (sports marketing) since 1992. Mr. Kramer has been a director of the
Company since 1997.
DIEGO CESPEDES CREIXELL, 45, President, Grupo Dixon S.A. de C.V., (an
indirect subsidiary of the Company) since 1996. Mr. Cespedes has been a director
of the Company since 2000.
Board Meetings and Committees
-----------------------------
The Company's fiscal year runs from October 1 through September 30. In the
2003 fiscal year, our Board of Directors met eight times. In addition to
meetings of the Board, some directors attended meetings of the Board's audit and
compensation committees and often considered issues separate from these
meetings. During the 2003 fiscal year, no director attended fewer than 75% of
the Board and committee meetings. The Company does not have a policy with regard
to Board members' attendance at annual meetings. All of the Company's directors
attended the Company's annual meeting held in 2003.
Our Board has two standing committees.
AuditCommittee. The Audit Committee was established in accordance with
---------------- Section 3(a)(58)(A) of the Securities Exchange Act of 1934
and performs certain functions and has responsibilities as set forth in the
report below. Present members of the committee are Messrs. Ben Berzin, Jr.
4
(Chairman), Kent Kramer and Wesley D. Scovanner, all independent (as defined in
the American Stock Exchange listing standards) members of the Board. During
fiscal 2003, the committee held four meetings.
Our Board has determined that the Company has at least one audit committee
financial expert serving on its audit committee. That person is Mr. Scovanner
and he has been determined by the Board to be independent as that term is
defined in the American Stock Exchange listing standards. Shareholders should
understand that this designation is a disclosure requirement of the Securities
and Exchange Commission related to Mr. Scovanner's experience and understanding
with respect to certain accounting and auditing matters. The designation does
not impose on Mr. Scovanner any duties, obligations or liability that are
greater than are generally imposed on him as a member of the Audit Committee and
Board, and his designation as an audit committee financial expert pursuant to
this Securities and Exchange Commission requirement does not affect the duties,
obligations or liability of any other member of the Audit Committee or Board.
Audit Committee Report. The following report has been submitted by the
------------------------ audit committee of the Board.
The primary function of the audit committee is to assist the Board in
fulfilling its oversight responsibilities by reviewing: the financial
information that will be provided to the stockholders and others, the systems of
internal controls that management and the Board have established, and all audit
processes.
The general responsibilities of the audit committee include: providing open
avenues of communication between the independent accountants and the Board;
reporting significant audit committee actions to the full Board and making
appropriate recommendations to the Board; and conducting or authorizing
investigations into matters within the audit committee's scope of responsibility
including retaining independent counsel, accountants, or others as necessary to
assist in an investigation. The Board has adopted a charter that outlines these
responsibilities.
During fiscal year 2003, the audit committee has received disclosure
(including the written disclosures and the letter from the independent
accountants required by Independence Standards Board Standard No. 1) from and
discussed with PricewaterhouseCoopers LLP, our independent accountants,
regarding its relationships with the Company and any other matters required to
be discussed with the audit committee. Among those matters, the audit committee
believes that any additional non-audit services rendered by the independent
accountants were compatible with their ability to maintain their independence.
The audit committee has discussed the audited financial statements for fiscal
year 2003 and the report thereon with the independent accountants and with
management.
Based upon the review and discussions described above, the audit committee
recommended to the Board that the Company's audited financial statements for the
fiscal year ended September 30, 2003 be included in the company's Annual Report
on Form 10-K.
5
The foregoing has been approved by all members of the audit committee.
Ben Berzin (Chairman)
Kent Kramer
Wesley D. Scovanner
Compensation Committee. The Compensation Committee reviews the Company's
----------------------- compensation practices and approves its
compensation programs and plans. Present members of the committee are John
Ritenour (Chairman) and Philip M. Shasteen. During fiscal 2003, the committee
held one meeting.
Nominations. The Board does not have a nominating committee or a nominating
----------- committee charter. In the past, incumbent directors have
been customarily nominated for re-election to the Board unless the Chairman
suggested otherwise. Currently, a majority of the independent members of the
Board (as determined by the Board as required by the American Stock Exchange
listing standards), rather than a nominating committee, determines those persons
to be nominated. The Board believes that the current method of nominating
directors is appropriate because it complies with the American Stock Exchange
listing standards. The Company does not have a policy with regard to
consideration of any director candidates recommended by security holders. The
Board believes that not having a policy with regard to consideration of any
director candidates recommended by stockholders is appropriate at this time
because it is currently entertaining informal indications of interest to buy the
company or certain of its assets and, if such a transaction is consummated, it
is likely that the size of the Board and its composition will change. If a
transaction is not consummated, the Board will consider establishing such a
policy. The Board would consider candidates recommended by stockholders, but has
not established any procedures to be followed by security holders in submitting
such recommendations. Stockholders who wish to recommend a candidate should
contact the Company's Chairman at its executive offices in Heathrow, Florida.
Candidates for Board membership must possess the background, skills and
expertise to make a significant contribution to the Board, to the Company and
its stockholders. Desired qualities to be considered include substantial
experience in business or administrative activities; breadth of knowledge about
issues affecting the Company; and ability and willingness to contribute special
competencies to Board activities. The independent members of the Board also
consider whether members and potential members are independent under the
American Stock Exchange listing standards. In addition, candidates must possess
the following personal attributes: personal integrity; loyalty to the Company
and concern for its success and welfare; willingness to apply sound and
independent business judgment; and time available for meetings and consultation
on Company matters.
Stockholder Communications
--------------------------
The Company does not have a formalized process for stockholders to send
communications to the Board. The Board is of the view that a formalized process
is not necessary because the Company's Chairman has agreed to make himself
available to receive stockholder communications and to forward any such
communications to each Board member.
6
Compensation Committee Interlocks and Insider Participation
-----------------------------------------------------------
No compensation committee members are or have been officers or employees of
the Company and none had interlocking relationships with any other entities,
including any of the type that would be required to be disclosed in this Proxy
Statement.
Director Compensation
---------------------
Of our current Board members, Messrs. Pala, Joyce, Asta and Cespedes are
salaried employees of the Company. Board members who are not salaried employees
of Dixon Ticonderoga Company receive separate compensation for Board services.
That compensation includes an annual retainer of $7,500 and attendance fees of
$400 for each Board meeting and $450 for each Board committee meeting. Salaried
employee Board members receive attendance fees of $350 for each Board meeting.
We also reimburse the non-employee Board members for expenses related to their
attendance. In the past, Board members were granted options to purchase Company
common stock, but no options were granted to Board members in fiscal 2002 or
2003. However, On December 19, 2003 an option was granted to Board member Wesley
D. Scovanner to purchase 5,000 shares of Company common stock at an exercise
price of $3.41 per share because the Company had neglected to grant him an
option when his Board service commenced.
Executive Officers
------------------
In addition to Messrs. Pala, Joyce, Asta and Cespedes, the following
persons are executive officers of the Company:
LEONARD D. DAHLBERG, JR., 53, Executive Vice President of Operations
------------------------- since August 2000; prior thereto Executive
Vice President of Procurement since 1999; prior thereto Executive Vice
President, Industrial Group from 1996 until 1999; prior thereto Executive Vice
President of Manufacturing/Consumer Products Division from 1995 until 1996;
prior thereto Senior Vice President of Manufacturing from 1993 until 1995.
JOHN ADORNETTO, 62, Vice President and Corporate Controller since
--------------- 1991.
Employment Agreements
---------------------
The Company has an employment agreement with Mr. Pala which has a rolling
one-year term until the Company or Mr. Pala terminates it. As of December 31,
2003, Mr. Pala is to receive base salary at a rate of not less than $278,800 per
annum, subject to increase from time to time in accordance with normal business
practices of the Company and, if so increased, the salary may not be decreased.
Under the agreement, Mr. Pala is also entitled to participate in other
compensation programs and other benefits of the Company.
The Company may terminate Mr. Pala's employment for cause (as defined in
the Agreement), in which case the Company will pay Mr. Pala his full salary
through the date of termination. If the Company terminates the agreement other
than for cause or other than for Mr. Pala's disability or if Mr. Pala terminates
7
the agreement for good reason (as defined in the agreement, including if the
successor to all or substantially all of the Company's business and/or assets
does not expressly assume and agree to perform the agreement), Mr. Pala will:
o Continue to receive his full salary through the date of termination;
o Receive an amount equal to the product of (i) his annual salary,
multiplied by (ii) the greater of the number of years remaining in the
term of employment under the agreement or the number two, such payment
to be made (a) if resulting from a termination based on a change of
control of the Company, in a lump sum on or before the fifth day
following the date of termination, or (b) if resulting from any other
cause, in substantially equal semi-monthly installments; and
o Receive a bonus in an amount determined by multiplying his base salary
by a percentage that is the average percentage of base salary that was
paid (or payable) to him as a bonus under any Company bonus plan or
arrangement, for the three full fiscal years of the Company
immediately preceding the termination.
The Company has entered into employment agreements with Messrs. Joyce, Asta
and Dahlberg which are similar in their terms to the agreement the Company
entered into with Mr. Pala, except that Mr. Joyce's, Mr. Asta's and Mr.
Dahlberg's minimum salaries as of December 31, 2003, are $225,802, $196,370 and
$123,690 per annum, respectively.
Certain Relationships and Related Transactions
----------------------------------------------
The information required by this heading is incorporated by reference to
the information presented in Item 11, Executive Compensation - Certain
Transactions, in Amendment No. 1 to the Company's September 30, 2003 Annual
Report on Form 10-K/A as filed with the Securities and Exchange Commission on
January 28, 2004.
Executive Compensation
----------------------
The information required by these headings is incorporated by reference to
the information presented in Item 11, Executive Compensation, in Amendment No. 1
to the Company's September 30, 2003 Annual Report on Form 10-K/A as filed with
the Securities and Exchange Commission on January 28, 2004.
Report of the Compensation Committee on Executive Compensation
--------------------------------------------------------------
The Compensation Committee reviews and recommends to the Board any changes
in compensation for the Company's executive officers and the compensation for
any new executive officers. Compensation for other Company employees is
determined by the Company's executive officers.
While recognizing the Chairman's role in the achievement of significantly
higher 2003 pro forma earnings and the completion of certain key strategic
initiatives, no salary increase was awarded to him in 2003. A bonus was paid in
8
the amount of $52,275. Similarly, although recognizing his role in 2003
accomplishments, the President and Co-Chief Executive Officer did not receive a
salary increase in 2003, but did receive a bonus totaling $42,338.
The president of the Grupo Dixon subsidiary received an increase in annual
base salary to $220,000 and a bonus of $33,000 in 2003. Other executive officers
received no salary increases, but bonuses aggregating $61,960.
The foregoing report is submitted by the members of the Compensation
Committee:
John Ritenour (Chairman)
Philip M. Shasteen
SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS
-------------------------------------------
The information required by this heading is incorporated by reference to
the information presented in Item 12, Security Ownership of Certain Beneficial
Owners and Management, in Amendment No. 1 to the Company's September 30, 2003
Annual Report on Form 10-K/A as filed with the Securities and Exchange
Commission on January 28, 2004.
9
PERFORMANCE GRAPH
-----------------
The graph below compares the five-year total return to stockholders for the
Company common stock with the comparable return of the two indexes listed. The
graph assumes that you invested $100 in Company common stock and in each of the
indexes on September 30, 1998. Points on the graph represent the performance as
of the last business day of the years indicated.
Comparison of Five Year Cumulative Total Stockholder Return Among
-----------------------------------------------------------------
Dixon Ticonderoga Company, Russell 2000 Index And A Peer Group
--------------------------------------------------------------
[OBJECT OMITTED]
--------------------------------------------------------------------------------
9/98 9/99 9/00 9/01 9/02 9/03
--------------------------------------------------------------------------------
Dixon Ticonderoga Company 100.00 87.84 50.00 27.03 12.86 38.59
Russell 2000 100.00 119.07 146.92 115.76 104.99 143.32
Peer Group 100.00 64.85 73.71 67.32 74.69 81.92
--------------------------------------------------------------------------------
OTHER MATTERS
-------------
Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, officers and owners of more than 10% of the Company's common stock to
file with the Securities and Exchange Commission initial reports of ownership
and reports of changes in ownership of common stock and any other equity
securities of the Company. Based solely upon a review of our records, during the
past fiscal year, all reports required to be filed pursuant to Section 16(a) of
the Securities Exchange Act of 1934 during the 2003 fiscal year were filed on a
timely basis.
Code of Ethics
--------------
The Company has adopted a code of ethics that applies to its principal
executive officers, principal financial officer and principal accounting
officer.
Stockholder Proposals for the 2005 Annual Meeting
-------------------------------------------------
If you want to submit proposals pursuant to applicable Securities and
Exchange Commission regulations for possible inclusion in the Company's 2005
Proxy Statement, you must do so within a reasonable time before the Company
10
begins to print and mail its proxy materials. Notice to the Company of a
stockholder proposal submitted other than pursuant to Securities and Exchange
Commission Rule 14a-8 will be considered untimely, and you may not bring it
before the 2005 Annual Meeting, unless the Company receives it within a
reasonable time before the Company begins to print and mail its proxy materials.
Solicitation
------------
The Company is soliciting this proxy at its expense on behalf of its Board
of Directors. This solicitation is being made by mail but also may be made by
telephone or in person.
Stockholder List
----------------
A stockholder list will be available for your examination during normal
business hours at the Company's executive offices at 195 International Parkway,
Heathrow, FL 32746, at least ten days prior to the annual meeting.
INDEPENDENT PUBLIC ACCOUNTANTS
------------------------------
Representatives of PricewaterhouseCoopers will be in attendance at the
Annual Meeting and will have an opportunity to make a statement if they so
desire. Such representatives are expected to be available to respond to
appropriate questions from the stockholders. Based on a recommendation from the
Company's Audit Committee, the Board of Directors of the Company has selected
PricewaterhouseCoopers to continue to serve as the Company's auditor for the
2004 fiscal year.
Audit-Related Fees
------------------
The aggregate fees billed by PricewaterhouseCoopers LLP for professional
services rendered for the audit of the Company's annual financial statements for
the fiscal year ended September 30, 2003 and for the for the reviews of the
financial statements included in the Company's Quarterly Reports on Form 10-Q
for the that fiscal year were $254,000 of which an aggregate amount of $148,000
had been billed through September 30, 2003. Audit fees in fiscal 2002 were
$227,000.
Financial Information Systems Design and Implementation Fees
------------------------------------------------------------
PricewaterhouseCoopers LLP did not provide the Company with services
relating to financial information systems design and implementation for the
fiscal year ended September 30, 2003.
All Other Fees
--------------
The aggregate fees billed by PricewaterhouseCoopers LLP for services
rendered to the Company, other than the services described above under "Audit
Fees" and "Financial Information Systems Design and Implementation Fees," for
the fiscal year ended September 30, 2003 and 2002 were $269,000 and $108,000,
11
respectively, and consisted principally of fees for audits of the Company's
benefit plans and fees for tax-related services. In reviewing non-audit services
that may have been provided by PricewaterhouseCoopers LLP, including any
services under "Financial Information Systems Design and Implementation Fee,"
above, the Company's Audit Committee considered whether the provision of such
services was compatible with maintaining the independence of
PricewaterhouseCoopers LLP.
12
Appendix I
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 14, 2004
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
-----------------------------------------------------------
The undersigned hereby appoints Philip M. Shasteen and Wesley D. Scovanner,
and each or either of them, proxies, with full power of substitution in each of
them, in the name, place, and stead of the undersigned, to vote at the Annual
Meeting of Stockholders of Dixon Ticonderoga Company on May 14, 2004, at 10:00
a.m. Eastern Standard Time, or at any adjournments thereof, according to the
number of votes that the undersigned would be entitled to vote if personally
present, upon the following matters:
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED IN ITEM 1 AND AS THE
PROXY HOLDERS DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING.
1. Election of Directors
[ ] For all nominees listed below (except as marked to the contrary below).
[ ] Withhold Authority to vote for all nominees listed below.
Gino N. Pala Richard F. Joyce John Ritenour
(Instruction: To withhold authority to vote for any nominee,
write that nominee's name in the space below.
Do not mark "Withhold Authority" above unless you
intend to withhold authority to vote for all nominees.)
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2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting or any adjournments or
postponements thereof.
This proxy will be voted in accordance with the instructions given above. If no
instructions are given, this proxy will be voted FOR the election of directors
as set forth in the Proxy Statement.
Please sign exactly as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such. If more than one trustee, all should sign.
Record Date Shares: _______________
Dated: ________________,2004 ____________________________________
Signature of Shareholder
____________________________________
Signature of Shareholder