SCHEDULE 14A INFORMATION
PROXY STATEMENT
PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
PARIS CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
PARIS CORPORATION
122 KISSEL ROAD
BURLINGTON, NJ 08016
NOTICE OF THE 2000 ANNUAL MEETING OF SHAREHOLDERS
FRIDAY, FEBRUARY 11, 2000
-------------------------
TO THE SHAREHOLDERS OF PARIS CORPORATION:
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Shareholders of
Paris Corporation, a Pennsylvania corporation (the "Corporation") will be held
at the headquarters of the Corporation, located at 122 Kissel Road, Burlington,
New Jersey, at 10:00 A.M., on February 11, 2000 for the following purposes:
1. To elect the Board of Directors for the ensuing year;
2. To amend the Company's By-Laws to provide authorization to the Board
of Directors to amend the Company's By-Laws without the need to obtain
shareholder approval; and
3. To transact such other and further business as may come before the
meeting or any adjournments or postponements thereof.
Please complete, sign and return the enclosed proxy in the envelope
provided. The prompt return of your proxy will save the expense involved in
further communication.
By Order of the Board of Directors
/s/ Dominic P. Toscani, Sr.
---------------------------
Dominic P. Toscani, Sr.
Chairman of the Board
Dated:
PARIS CORPORATION
PROXY STATEMENT
2000 ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 11, 2000
-----------------
This proxy statement is furnished to the shareholders of the Paris
Corporation (the "Corporation") in connection with the solicitation of proxies
by and on behalf of the Board of Directors of the Corporation to be used at the
2000 Annual Meeting of Shareholders scheduled to be held on February 11, 2000,
or at any adjournments thereof (the "Annual Meeting").
These proxy materials are being mailed on or about December 28, 1999 to
shareholders of record as of the close of the business on December 17, 1999, the
record date for the determination of shareholders entitled to notice of and to
vote at the Annual Meeting. At the close of business on December 17, 1999,
there were outstanding and entitled to vote 3,504,245 shares of common stock
(the "Common Stock") of the Corporation. Holders of shares of Common Stock are
entitled to one vote per share on any matter that properly comes before the
Annual Meeting, except that shareholders have the right to cumulate their votes
in the election of directors. The presence in person or by proxy of
shareholders entitled to cast a majority of all votes entitled to be cast will
constitute a quorum at the Annual Meeting. Votes withheld from any director are
counted for purposes of determining the presence or absence of a quorum for the
transaction of business. Abstentions and shares held by brokers that are
present but not voted, because the brokers were prohibited from exercising
discretionary authority ("Broker Non-Votes"), will be counted as present for
purposes of determining the presence or absence of a quorum.
It is expected that the solicitation of proxies will be primarily by mail.
Proxies may also be solicited personally and by telephone by officers and
directors of the Corporation. The total expense of preparing, assembling, and
mailing the proxy statement and accompanying notice and form of proxy will be
borne by the Corporation. These expenses may also include out-of-pocket
disbursements incurred by brokerage houses or other custodians, nominees, or
other fiduciaries, for forwarding documents to shareholders.
The shares of Common Stock represented by each properly executed proxy will
be voted at the Annual Meeting in accordance with the directions set forth in
the proxy. Shareholders are urged to specify their choices, by marking the
appropriate boxes, on the enclosed proxy card; if no choice has been specified,
the shares will be voted as recommended by the Board of Directors. Each share
of Common Stock is entitled to one vote on all business to come before the
Annual Meeting, except that, in the election of directors, shareholders may
multiply the number of votes to which they are entitled by the number of
directors to be elected, and the aggregate number of such votes may be cast for
one nominee or distributed among any two or more nominees. If you wish to
cumulate your votes in this manner, you must clearly indicate on your proxy card
your desire to cumulate your votes and how many votes you wish to cast for each
nominee. Execution of a proxy giving authority to vote for the nominees named
herein will give discretion to the named proxies to vote shares cumulatively for
fewer than all nominees, if they choose to do so. If any other matters are
properly presented to the Annual Meeting for consideration, which is not
presently anticipated, the proxy holders will vote the proxies (which confer
discretionary authority to vote on such matters) in accordance with their best
judgment. Execution of the proxy will not affect a shareholder's right to attend
the Annual Meeting and vote in person. Any shareholder giving a proxy has the
right to revoke it by giving written notice of revocation to the Secretary of
the Corporation, at any time before the proxy is voted, by executing a proxy
bearing a later date which is voted at the Annual Meeting, or by attending the
meeting and voting in person.
-1-
Your proxy vote is important. You are asked to complete, sign and return
the accompanying proxy card regardless of whether or not you plan to attend the
Annual Meeting.
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PROPOSAL 1-ELECTION OF DIRECTORS
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Seven directors, constituting the entire Board of Directors, are to be
elected at the Annual Meeting. Shareholders are asked to vote for the nominees
listed below to serve a one-year term until the next Annual Meeting and until
their successors are elected and qualified.
All nominees have indicated a willingness to serve as directors. The Board
of Directors has no reason to believe that any of the nominees will be unable to
serve as directors, if elected. However, in case any such nominee should become
unavailable for election, the proxy will be voted for such substitute, if any,
as the Board of Directors may designate. The seven nominees for Director
receiving the highest number of votes cast at the Annual Meeting will be elected
as the Corporation's Directors. Discretionary authority to vote cumulatively is
solicited.
The following information is furnished with respect to the nominees for
Directors:
Principal Occupations and
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Name and Age Director Since Position with the Company
- ------------ -------------- -------------------------
Dominic P. Toscani, Sr., 71 1964 President, Chief Executive
(4) Officer, Treasurer and Chairman
of the Company since 1969.
Palmer E. Retzlaff, 68 1993 President of Southwest Grain Co.,
(2), (3) Inc., Edinburg, TX since 1976.
Frank A. Mattei, 78 1986 Orthopedic Surgeon. Former
(1), (2) Consultant to Company and
Principal Shareholder the past
five years.
Oscar Tete, 75 1986 Retired, 1990. Previously,
(1) Executive Vice President of First
Fidelity Bank, Burlington, New
Jersey since 1972.
Gerard M. Toscani, 39 1992 Senior Vice President of the
(3), (4) Company since 1990 and
Secretary since 1997.
John Petrycki, 59 1995 Retired, 1995. Previously
(1), (3) President and Chief Executive
Officer of PNC Bank,
Southcentral PA.
Gerald A. Sandusky, 55 Proposed Retired, 1999. Previously,
defensive coordinator of Penn
State University Football since
1968. Founder and Chairman of
the Board of the Second Mile
Foundation.
-3-
______________________
(1) Member of the Compensation and Stock Option Committee.
(2) Member of the Audit Committee.
(3) Member of the Investment and Finance Committee.
(4) Dominic P. Toscani, Sr. is the father of Gerard M. Toscani.
Meetings of the Board of Directors and Committees of the Corporation
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The Corporation has standing Audit, Investment and Finance and Compensation
and Stock Option Committees of its Board of Directors. The directors of the
Board held four regular and one special meeting during the fiscal year ended
September 30, 1999. All Directors attended at least 75% of their scheduled
Board meetings and meetings held by Committees of which they were members. All
Directors, except those who are also officers, receive a fee of $500 for each
Board meeting attended.
Audit Committee. The Audit Committee is currently composed of two non-employee
Directors. The current members of the Audit Committee are Palmer E. Retzlaff and
Frank Mattei. This committee meets with the Corporation's independent public
accountants to review the scope and results of auditing procedures and the
Corporation's accounting policies and controls. The Audit Committee also
provides general oversight with respect to the accounting principles employed in
the Corporation's financial reporting. The Audit Committee met four times during
the fiscal year ended September 30, 1999.
Compensation and Stock Option Committee. The Compensation and Stock Option
Committee is composed of three non-employee Directors. The current members of
the Compensation and Stock Option Committee are Frank A. Mattei, Oscar Tete
and John Petrycki. The Compensation and Stock Option Committee determines and
reviews executive compensation matters, including the compensation of the
Corporation's Chief Executive Officer, and administers the terms and provisions
of the Corporation's stock option plan. The Compensation and Stock Option
Committee met four times during the fiscal year ended September 30, 1999.
Investment and Finance Committee. The Investment and Finance Committee is
composed of three non-employee Directors. The current members of the Investment
and Finance Committee are Palmer E. Retzlaff, Gerard M. Toscani and John
Petrycki. The Investment and Finance Committee reviews and consults the
Corporation on the Corporation's portfolio. The Investment and Finance
Committee met four times during the fiscal year ended September 30, 1999.
Voting Requirements
-------------------
Each shareholder voting in the election of directors is entitled to
cumulate such shareholder's votes. Each shareholder who elects to cumulate
votes shall be entitled to as many votes as equals the number of directors to be
elected multiplied by the number of shares held by such shareholder, and the
shareholder may cast all such votes for a single director or distribute such
votes among as many candidates as the shareholder may see fit. The seven
nominees receiving the highest number of affirmative votes of the shares
entitled to be voted for them shall be elected as directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE DIRECTORS
NOMINATED IN THIS PROXY STATEMENT.
-4-
PROPOSAL 2-AMENDMENT TO BY-LAWS
---------------------------------
Currently, the By-Laws of the Company require approval of the Shareholders
to amend the By-Laws. Often, this can be a time consuming and expensive
process. The Board of Directors recommends that the By-Laws be amended to
provide the Board with the authority and power to amend the By-Laws without the
need to obtain Shareholder approval. The Board of Directors does not currently
have any specific amendments to the By-Laws proposed at this time which they
intend to implement immediately if this Proposal 2 is approved by the
Shareholders. However, if this Proposal 2 is approved by the Shareholders, the
Board will have the ability to amend the By-Laws in the future without further
notice to the Shareholders.
Quorum and Voting Requirements
------------------------------
A quorum for the purpose of acting on this Proposal requires the presence,
in person or by proxy, of the holders of at least a majority of the outstanding
shares of Common Stock entitled to vote at the Annual Meeting. The approval of
this Proposal requires the affirmative vote of the holders of a majority of the
shares of Common Stock present, in person or by proxy, at the Annual Meeting.
Abstentions will have the same effect as a vote against this Proposal. Broker
non-votes (i.e., proxies as to which a broker grants no authority with respect
to this Proposal) shall be counted as voting neither for nor against this
Proposal, but the shares represented by such abstention or broker non-vote shall
be considered present at the Annual Meeting for purposes of determining whether
a quorum is present.
THE BOARD OF DIRECTORS DEEMS PROPOSAL 2 TO BE IN THE BEST INTERESTS OF THE
CORPORATION AND ITS SHAREHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL THEREOF.
-5-
EXECUTIVE OFFICERS
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William L. Lomanno, age 32, has served as Chief Financial Officer since
April 1998. He has been associated with the Corporation since 1991 and had
previously served as the Controller and Accounting Manager for the Corporation.
William L. Lomanno does not serve on the Board of Directors.
Summary Compensation
--------------------
The following table contains information regarding the individual
compensation of the two most highly compensated executive officers of the
Corporation in the 1999, 1998 and 1997 fiscal years. No other executive
officers of the Corporation earned in excess of $100,000 in compensation from
the Corporation in the 1999 fiscal year.
Summary Compensation Table
--------------------------
Annual Compensation
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Name and Principal Fiscal Other Annual
- ------------------ ------ ------------
Position Year Salary Bonus Compensation
- -------- ---- ------ ----- ------------
Dominic P. Toscani, Sr. 1999 $268,367 $0 --
Chairman of the Board, 1998 $262,415 0 --
Chief Executive Officer 1997 $268,040 0 --
and President
Gerard M. Toscani 1999 $180,654 $0 --
Senior Vice President 1998 $164,008 0 --
and Secretary 1997 $177,622 0 --
All officers serve at the discretion of the Board of Directors and are
appointed to their respective offices for a one year term.
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE
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Report on Executive Compensation
--------------------------------
The Compensation and Stock Option Committee (the "Compensation Committee")
has responsibility for the Corporation's executive compensation policies and
practices. The Compensation Committee approves all elements of compensation for
corporate officers and administers the Corporation's 1995 Stock Option Plan, as
amended, under which stock awards are made to officers, other executives,
consultants and other key employees. The Compensation Committee regularly
reports on its activities to the Board of Directors. The Compensation Committee
is comprised of Frank A. Mattei, Oscar Tete and John Petrycki all of whom are
Directors of the Corporation.
Compensation Philosophy
-----------------------
The Corporation's executive compensation programs are based on the belief
that the interests of the executive should be directly aligned with those of the
shareholders. The programs are strongly oriented towards a pay-at-risk
philosophy that ties individual compensation to both the annual and long-term
-6-
development goals of the Corporation. The Compensation Committee has established
the following principles to guide development of the Corporation's compensation
programs and to provide a framework for compensation decisions:
. provide a total compensation package that will attract the best talent
to the Corporation, motivate individuals to perform at their highest
levels, reward outstanding performance and retain executives whose
skills are critical for building long-term shareholder value;
. establish incentives for senior management that are directly tied to
both specific and overall development goals of the Corporation; and
. implement long-term incentives to focus executives on managing from
the perspective of an owner with an equity stake in the business, and
align executive compensation with benefits realized by the
Corporation's shareholders.
Compensation Programs and Practices
-----------------------------------
The Compensation Committee determines salary ranges and incentive award
opportunities for executive officers. The Compensation Committee has the
discretion to adjust the rate of compensation as they deem appropriate.
Salary and Incentives
---------------------
Salaries are established by the Compensation Committee for executives based
on an executive's scope of responsibilities, level of experience, individual
performance, and contribution to the business. For the year ended September 30,
1999, executive officers of the Corporation were entitled to incentive bonuses
based upon specific development goals of the Corporation. These incentive
bonuses were developed by Gerard Toscani, the Corporation's Senior Vice
President and Secretary, and approved by the committee.
Stock Options
-------------
The Compensation Committee believes that the interests of senior
management must be closely aligned with the interests of the shareholders.
Long-term incentives in the form of stock options provide a vehicle to reward
executives only if there is an increase in shareholder value. Stock options are
granted to officers, other executives, key consultants and other selected
employees whose contributions and skills are important to the long-term success
of the Corporation. Stock options are also granted to newly hired executives
and other employees as a method to attract the best talent to the Corporation.
Options to purchase Common Stock of the Corporation are granted at fair market
value on the date of grant with varying terms.
Several factors are considered in determining the size of such stock option
grants to the executive officers. These factors included the expected individual
accomplishments and achievements of certain executives and the experience levels
of those executive hired during the year. No specific weight was given to any
factor, nor was the number of options granted determined on any formula basis.
Compensation for the Chief Executive Officer
--------------------------------------------
Mr. Dominic P. Toscani, Sr. was the Corporation's Chairman, Chief
Executive Officer and President throughout the fiscal year ended September 30,
1999. During the fiscal year ended September 30, 1999, Mr. Toscani's total
salary was $268,367.
-7-
In determining the compensation levels for Mr. Toscani, the Compensation
Committee considered the level of experience, dedication and unique
qualifications Mr. Toscani has brought to the Corporation. The Compensation
Committee also analyzed the Corporation's goals for which Mr. Toscani has
responsibility and the degree to which Mr. Toscani contributed to reaching such
goals. Among the Corporation's accomplishments in the year ended September 30,
1999 was the return to profitability. The Compensation Committee believes that
Mr. Toscani's contribution to attaining this goal was crucial. Mr. Toscani's
salary is an amount that the Compensation Committee believes fairly represents
his additional contributions to the Corporation's success.
COMPARATIVE PERFORMANCE OF THE CORPORATION
------------------------------------------
The Securities and Exchange Commission requires the Company to present a
chart, over a five year period, comparing the cumulative total shareholder
return on its Common Stock with the cumulative total shareholder return of (i) a
broad equity market index and (ii) a published industry index or peer group. The
following chart compares the performance of the Common Stock with (i) the stocks
comprising the NASDAQ (the "NASDAQ Index") and (ii) the stocks comprising the S
& P Paper & Forest Product Industry Group and assumes an investment of $100 on
October 1, 1994 in each of the Common Stock, the stocks comprising the NASDAQ
Index and the stocks comprising the S & P Paper & Forest Product Industry Group.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG PARIS CORPORATION, THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE S & P PAPER & FOREST PRODUCTS INDEX
Company/Index Oct 94 Oct 95 Oct 96 Oct 97 Oct 98 Oct 99
- ------------- ------ ------ ------ ------ ------ ------
Paris Corp 100 250.00 131.24 70.00 85.00 83.28
NASDAQ US Index 100 134.65 158.93 209.16 234.09 390.84
Paper & Forest Products - 500 100 115.22 120.51 134.42 124.85 161.40
* $100 invested on 9/30/94 in stock or index-including reinvestment of
dividends. Fiscal year ending September 30.
-8-
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
-----------------------------------------------
The following table sets forth, as of November 15, 1999 the number and
percentage of outstanding shares beneficially owned by each person known by the
Corporation to own beneficially more than five percent of the Common Stock of
the Corporation, each Director, and all Officers and Directors as a group, based
upon information obtained by the Corporation from each such person and outside
sources. Unless otherwise indicated all addresses are 122 Kissel Road,
Burlington, NJ 08016.
Shareholder Shares Owned (1) Percent
- ----------- ---------------- -------
Dominic P. Toscani, Sr. (2)(4) 1,147,988 32.7%
and Nancy C. Toscani
Frank A. Mattei 1,064,831 30.4%
The Caritas Foundation (3) 383,835 11%
Henry Partners, L.P. 187,000 5.3%
Gerard M. Toscani (4) 160,487 4.6%
Palmer E. Retzlaff 11,000 *
Oscar Tete 9,102 *
John Petrycki 7,000 *
All Directors (present and 2,424,718 69.2%
proposed) and Officers as a
group (10 Persons) (4)
_________________________
* Less than 1%
(1) Based on 3,504,245 shares outstanding and 364,300 options currently
exercisable on November 15, 1999.
(2) Includes 1,019,237 shares personally held; 47,006 shares held by Paris
Corporation Profit Sharing Plan of which Mr. Toscani is the Plan Trustee;
14,745 shares held by Toscani Investment Company, a family partnership; and
67,000 options owned by him and exercisable as of November 15, 1999.
(3) The Caritas Foundation, a tax exempt organization formed under Section 501
(c)(3) of the Internal Revenue Code of 1954, as amended, was organized in
1984 by Dominic P. Toscani, to promote the objectives of free enterprise
and to support individual freedom. At the present time Reverend Peter
Toscani, O.S.A., is sole trustee of the Foundation. The Foundation's
address is 700 Hobbs Road, Wayne, Pennsylvania 19087.
(4) Includes options currently exercisable individually and all officers as a
group (217,000).
-9-
STOCK OPTION PLAN
-----------------
Under the Corporation's stock option plan, options to purchase the
Corporation's Common Stock are granted at an exercise price per share of not
less than 100% of the fair market value of such stock on the date of grant. The
options terminate between five and ten years from the date of grant.
The following table sets forth the stock options granted to executive officers
of the Corporation during the fiscal year ended September 30, 1999 and the
unexercised stock options at September 30, 1999.
Individual Grants Potential Realizable Value at
----------------- -----------------------------
Assumed Annual Rates of Stock
-----------------------------
Price Appreciation for Option Term
----------------------------------
(1)
---
% of Total
Number of Options
Securities Granted to
Underlying Employees
Options in Fiscal Exercise Expiration
Name of Individual Granted Year Price Date 5% 10%
- ------------------ ------- ---- ----- ---- -- ---
Gerard M. Toscani 25,000 54% $2.125 8/19/04 $14,675 $32,425
SHAREHOLDER PROPOSALS
---------------------
Shareholder proposals intended for inclusion in next year's Proxy Statement
should be sent to Paris Corporation, 122 Kissel Road, Burlington, NJ 08016,
Attention: Corporate Secretary, and must be received by September 28, 2000,
under the rules of the Securities and Exchange Commission now in effect.
INDEPENDENT ACCOUNTANTS
-----------------------
The Board of Directors has appointed Parente, Randolph, Orlando, Carey &
Associates, LLC independent certified public accountants, to audit the financial
statements of the Corporation for the fiscal year ending September 30, 2000.
Representatives of Parente, Randolph, Orlando, Carey & Associates, LLC are
expected to be present at the Annual Meeting, will have the opportunity to make
a statement if they desire to do so and are expected to be available to respond
to appropriate questions from those attending the Annual Meeting.
ADDITIONAL INFORMATION
----------------------
The Corporation will furnish without charge to any stockholders, upon written
or oral request, any documents filed with the Securities and Exchange Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended. Requests for such documents should be
-10-
addressed to Paris Corporation, 122 Kissel Road, Burlington, NJ 08016,
Attention: Corporate Secretary.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
-------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's officers, directors and persons who own more than ten percent of a
registered class of the Corporation's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than ten percent shareholders are required by
the Securities and Exchange Commission regulation to furnish the Corporation
with copies of all Section 16(a) forms filed.
Based solely on review of the copies of such forms furnished to the
Corporation, or written representation that no Forms 5 were required, the
Corporation believes that, during the last fiscal year, all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten percent
beneficial owners were complied with.
OTHER MATTERS
-------------
The Board of Directors does not know of any other matters which may come
before the Annual Meeting. However, if any other business properly comes before
the Annual Meeting or any adjournments thereof, proxies will be voted upon any
such matter in accordance with the discretion of the persons named therein.
A copy of the Annual Report of the Corporation for the year ended September
30, 1999 is being mailed to shareholders together with this Proxy Statement.
Such report is not incorporated in this Proxy Statement and is not to be
considered a part of the proxy soliciting material.
By Order of the Board of Directors
Dominic P. Toscani, Sr.
Chairman of the Board
-11-
PARIS CORPORATION
_______________________
PROXY CARD
_______________________
PLEASE MARK VOTES REVOCABLE PROXY
[X] AS IN THIS EXAMPLE
This Proxy is solicited on behalf of the Board of Directors. The
undersigned hereby appoints Dominic P. Toscani, Sr. and Gerard Toscani, and each
of them, as proxy with the full power of substitution, and hereby authorizes
them to vote as designated below, all the shares of Common Stock of the Paris
Corporation (the "Corporation") held of record on December 17, 1999 by the
undersigned at the Corporation's Annual Meeting on February 11, 2000, or at any
postponement or adjournment thereof (the "Annual Meeting").
1. PROPOSAL 1. ELECTION TO THE BOARD OF DIRECTORS
A Shareholder may use cumulative voting for the nominees of this Proposal,
by voting the number of the shares held times the number of directors being
elected, on a single or group of candidates. (For example, a Shareholder with
1,000 shares may cast a total of 7,000 votes (# of shares X 7 Directors) for
all, one or a select number of candidates.)
[_] FOR Management's nominees listed below equally among all the nominees
or voted as follows:
Dominic P. Toscani, Sr. _____________ Shares Palmer E. Retzlaff _____________ Shares
Frank A. Mattei _____________ Shares Oscar Tete _____________ Shares
Gerard M. Toscani _____________ Shares John Petrycki _____________ Shares
Gerald A. Sandusky _____________ Shares
[_] AGAINST Management's nominees for the Board of Directors.
Management intends to vote shares for all of the seven (7) nominees named
above unless otherwise instructed in this Proxy. If at the time of the Annual
Meeting of Shareholders, any of the nominees should be unable to serve, the
discretionary authority provided in the Proxy will be exercised to cumulatively
vote for the remaining nominees, or for a substitute nominee or nominees, if
any, as shall be designated by the Board of Directors.
2. PROPOSAL 2. TO AMEND THE COMPANY'S BY-LAWS TO PROVIDE AUTHORIZATION TO THE
BOARD OF DIRECTORS TO AMEND THE COMPANY'S BY-LAWS WITHOUT THE NEED TO
OBTAIN SHAREHOLDER APPROVAL
[_] APPROVAL of amendment to the Company's By-Laws.
[_] AGAINST amendment to the Company's By-Laws.
Shares represented by this Proxy will be voted at the Annual Meeting in
accordance with the shareholder's specification above. This Proxy confers
discretionary authority in respect to matters which the shareholder has not
indicated a preference or in respect to matters not known or determined at the
time of the mailing of the notice of the Annual Meeting of Shareholders to the
undersigned. In their discretion, the Proxy is authorized to vote on such other
business as may properly be brought before the Annual Meeting. The undersigned
revokes any proxies heretofore given by the undersigned and acknowledges receipt
of the Notice of Annual Meeting of Shareholders and Proxy Statement furnished
herewith and the Annual Report to Shareholders previously provided.
Date: ______________ , 2000
----------------------------------- ---------------- ----------------
Shareholder sign above Print Name Number of shares
----------------------------------- ---------------- ----------------
Co-holder (if any) sign above Print Name Number of shares
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Detach above card, sign, date and mail in postage paid envelope provided.
Paris Corporation
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY