SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR
SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
DIXON TICONDEROGA COMPANY
(Name of Subject Company (Issuer))
PENCIL ACQUISITION CORP.,
A WHOLLY-OWNED SUBSIDIARY
OF
F.I.L.A -- FABBRICA ITALIANA LAPIS ED AFFINI S.P.A.
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
255860 10 8
(CUSIP Number of Common Stock)
ROBERT W. FORMAN, ESQ.
SHAPIRO FORMAN ALLEN MILLER & MCPHERSON LLP
380 MADISON AVENUE
25(TH) FLOOR
NEW YORK, NEW YORK 10017
(212) 972-4900
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
CALCULATION OF FILING FEE
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TRANSACTION VALUE* AMOUNT OF FILING FEE
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$22,455,258 $2,642.98
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* Estimated for purposes of calculating the amount of the filing fee only. This
amount assumes the purchase of 3,207,894 shares of common stock, par value
$1.00 per share, of Dixon Ticonderoga Company (the "Shares"), representing all
of the outstanding Shares, as of December 16, 2004.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number or the Form or Schedule and the date of its filing.
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1
[ ] issuer tender offer subject to Rule 13e-4
[ ] going private transaction subject to Rule 13e-3
[ ] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer [ ]
This Tender Offer Statement on Schedule TO ("Schedule TO") is filed by
Pencil Acquisition Corp., ("Merger Sub"), a wholly owned subsidiary of
F.I.L.A -- Fabbrica Italiana Lapis ed Affini S.p.A. ("Parent"). This Schedule
relates to a tender offer by Merger Sub to purchase all outstanding shares of
common stock, par value $1.00 per share, of Dixon Ticonderoga Company, a
Delaware corporation (the "Company"), for a purchase price of $7.00 per share,
net to the seller in cash, without interest thereon, upon the terms and
conditions set forth in the Offer to Purchase, dated January 7, 2005 (the "Offer
to Purchase"), a copy of which is attached hereto as Exhibit (a)(1)(A) and the
related Letter of Transmittal and the instructions thereto, a copy of which is
attached hereto as Exhibit (a)(1)(B) (which, as they may be amended or
supplemented from time to time, together constitute the "Offer").
ITEMS 1 THROUGH 11.
Pursuant to General Instruction F to Schedule TO, the information contained
in the Offer to Purchase, including all schedules and annexes thereto, is hereby
expressly incorporated herein by reference in response to Items 1 through 11 of
this Statement and is supplemented by the information specifically provided
herein. Each of the Agreement and Plan of Merger, dated as of December 16, 2004,
by and among the Company, Merger Sub and Parent, a copy of which is attached as
Exhibit (d) (1) hereto, and the Stock Purchase Agreement dated as of December
16, 2004 among Merger Sub and certain stockholders of the Company, a copy of
which is attached as Exhibit (d) (2) hereto, is incorporated herein by reference
with respect to Item 5 of this Schedule TO.
ITEM 12. EXHIBITS
(a)(1)(A) Offer to Purchase dated January 7, 2005.
(a)(1)(B) Form of Letter of Transmittal.
(a)(1)(C) Form of Notice of Guaranteed Delivery.
(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(E) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(1)(G) Summary Advertisement, as published in the New York Times on
January 7, 2005.
(b)(1) Facilities Agreement dated December 16, 2004, between Parent
and Banca Intesa S.p.A.
(d)(1) Agreement and Plan of Merger dated as of December 16, 2004,
by and among the Company, Merger Sub and Parent.
(d)(2) Stock Purchase Agreement dated as of December 16, 2004, by
and among Merger Sub and certain stockholders of the
Company.
(g) Not applicable.
(h) Not applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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SIGNATURE
After due 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.
F.I.L.A -- FABBRICA ITALIANA LAPIS ED
AFFINI S.P.A.
By: /s/ MASSIMO CANDELA
------------------------------------
Name: Massimo Candela
Title: Managing Director
PENCIL ACQUISITION CORP.
By: /s/ MASSIMO CANDELA
------------------------------------
Name: Massimo Candela
Title: President
Date: January 7, 2005
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EXHIBIT INDEX
(a)(1)(A) Offer to Purchase dated January 7, 2005.
(a)(1)(B) Form of Letter of Transmittal.
(a)(1)(C) Form of Notice of Guaranteed Delivery.
(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(E) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(1)(G) Summary Advertisement, as published in the New York Times on
January 7, 2005.
(b)(1) Facilities Agreement dated December 16, 2004, between Parent
and Banca Intesa, S.p.A.
(d)(1) Agreement and Plan of Merger dated as of December 16, 2004,
by and among the Company, Merger Sub and Parent.
(d)(2) Stock Purchase Agreement dated as of December 16, 2004, by
and among Merger Sub and certain stockholders of the
Company.
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