Dixon Ticonderoga and Jarden Corporation Sign Exclusivity Agreement

Dixon Ticonderoga and Jarden Corporation Sign Exclusivity Agreement 


HEATHROW, Fla., Jan. 12  /PRNewswire-FirstCall/ -- Dixon Ticonderoga Company 
announced today that it and Jarden Corporation  have signed an exclusivity
agreement that will allow Jarden until 5:00 p.m. on February 10, 2004, subject
to earlier termination under certain circumstances (the "termination date") to
evaluate a potential transaction among Jarden and Dixon in which Jarden or its
affiliate may acquire all of the outstanding shares of Dixon's common stock, and
to negotiate the terms of related definitive documentation.  After discussions
and negotiations held by representatives of both Jarden and Dixon, Jarden
expressed an interest in acquiring all outstanding Dixon shares of common stock
at a price of $5 per share, subject to, among other things, due diligence and
entering into definitive acquisition agreements.  Jarden has begun a due
diligence review of Dixon that may continue until the termination date of the
exclusivity agreement.

The exclusivity agreement provides that neither Dixon nor Jarden is obligated to
enter into a definitive agreement with respect to a transaction or any tender
offer, merger, asset sale or any other form of business combination.  Because
any potential transaction contemplated by the exclusivity agreement is subject
to several conditions, including the negotiation of definitive documents,
Jarden's due diligence review, and the approval of the terms of any transaction
by Dixon's board of directors, it is not possible to determine whether a
transaction with Jarden can or will be consummated.

Dixon also announced that on January 9, 2004, Gino N. Pala, Dixon's Chairman of
the Board and Co-CEO entered into an option agreement which grants Jarden, under
certain conditions, an option exercisable until six months after the termination
date to buy 440,000 shares of his Dixon common stock at a purchase price of $5
per share, and a support agreement which provides him with certain severance
benefits if a transaction with Jarden is consummated. In order to accommodate
Jarden's desire to retain certain executives of Dixon for periods ranging from
12 to 36 months if a transaction with Jarden is consummated, other executives of
Dixon also entered into support agreements with Jarden which provide them with
certain severance benefits if a transaction with Jarden is consummated and they
remain in the employ of Dixon upon the terms and conditions provided in their
support agreements.

The option agreement obligates Mr. Pala to vote the optioned shares in favor of
the approval of any transaction contemplated by any definitive agreement that
may be entered into with Jarden and against any takeover proposal or other
corporate action that would frustrate the purposes, or prevent or delay the
consummation of any transactions contemplated by any definitive agreement with
Jarden.  The optioned shares represent approximately 13.74% of the currently
issued and outstanding shares of Dixon common stock. The option agreement was a
condition to Jarden's entering into the exclusivity agreement and committing the
resources and incurring the costs attendant to its evaluation of a potential
transaction with Dixon.  The board reviewed and considered the material terms of
the option agreement in connection with its approval of the exclusivity
agreement.

Both the exclusivity agreement and the option and support agreements are
exhibits to a Current Report on Form 8-K concurrently filed by Dixon with the
Securities and Exchange Commission.  The statements in this press release
relating to the terms of both agreements are qualified in their entirety by the
terms of the agreements.

Dixon, with operations dating back to 1795, is one of the oldest publicly held
companies in the U.S.  Its consumer group manufactures and markets a wide range
of writing instruments, art materials and office products, including the
well-known Ticonderoga(R), Prang(R) and Dixon(R) brands.  Headquartered in
Heathrow, Florida, Dixon employs approximately 1,600 people at 8 facilities in
the U.S., Canada, Mexico, the U.K. and China.

Jarden Corporation is a provider of niche consumer products used in and around
the home, under brand names including Ball(R), Bernardin(R), Crawford(R),
Diamond(R), FoodSaver(R), Forster(R), Kerr(R), Lehigh(R) and Leslie-Locke(R). 
In North America, Jarden markets products in several consumer categories,
including home canning, home vacuum packaging, kitchen matches, branded retail
plastic cutlery, toothpicks and rope, cord and twine. Jarden also manufactures
zinc strip and a wide array of plastic products for third party consumer product
and medical companies, as well as its own businesses.

Forward-Looking Statements:  Certain matters discussed in this press release are
"forward-looking statements" intended to qualify for the safe harbors from
liability established by the Private Securities Litigation Act of 1995.  Such
forward-looking statements are subject to certain risks and uncertainties, which
could cause actual results to differ materially from those currently
anticipated.  Stockholders, potential investors and other readers are urged to
consider these factors carefully in evaluating the forward-looking statements. 
In particular, because there is no agreement between Dixon and Jarden to
consummate a transaction, and since any such agreement is expected to include
conditions to its consummation, there is not and can be no assurance that a
transaction with Jarden can or will occur.  The forward-looking statements made
herein are only made as of the date of this press release and Dixon undertakes
no obligation to publicly update such forward-looking statements to reflect
subsequent events or circumstances. 

DATASOURCE: Dixon Ticonderoga Company



CONTACT:  Richard Asta, Executive Vice President of Finance and Chief

Financial Officer, Dixon Ticonderoga Company, [phone], ext. 133



Web site:  http://www.dixonticonderoga.com/ 

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