SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO-I/A (RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
PARIS CORPORATION
(Name of Subject Company (Issuer))
GERARD M. TOSCANI
DOMINIC P. TOSCANI, SR
PARIS CORPORATION
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $0.004 PER SHARE
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
DOMINIC P. TOSCANI, SR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
122 KISSEL ROAD, BURLINGTON, NEW JERSEY 08016
(609) 387-7300
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of Filing Persons)
COPY TO:
STEPHEN A. SALVO
SALVO, RUSSELL, FICHTER & LANDAU
510 TOWNSHIP LINE ROAD
SUITE 150
BLUE BELL, PENNSYLVANIA 19422
TELEPHONE: (215) 653-0110
MARCH 4, 2002
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$15,313,536 $3,063
----------- ------
* For purposes of calculating the amount of filing fee only. The amount assumes
the purchase of 3,403,008 shares of common stock, par value $0.004 per share
(the "Shares"), of Paris Corporation (the "Company"), at a price per share of
$4.50. Such number of shares represents all the Shares outstanding as of
December 31, 2001 (other than 150,527 shares beneficially held by Gerard M.
Toscani), plus 162,300 shares issuable upon exercise of outstanding options to
purchase Shares.
[X] 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: $3,063 Form or Registration No.: SC TO-I
Filing Party: Dominic P. Toscani, Date Filed: January 31, 2002
Sr., Gerard M. Toscani, Paris
Corporation
[ ] 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.
[X] issuer tender-offer subject to Rule 13e-4.
[X] 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 Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO-I filed January 31, 2002 (the "Schedule TO-I") relating to the offer
by Paris Corporation, a Pennsylvania Corporation (the "Company"), to purchase
any and all outstanding shares of common stock, par value $0.004 per share (the
"Shares"), of the Company at a purchase price of $4.50 per Share, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated January 31, 2002, as amended (the "Offer to Purchase")
and in the related Letter of Transmittal, respectively Exhibits (a)(1) and
(a)(2) to this Schedule TO-I/A (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"). The information set
forth in the Offer to Purchase and the related Letter of Transmittal is
incorporated herein by reference with respect to Items 1-9 and 13 of this
Schedule TO-I/A.
ITEM 10. FINANCIAL INFORMATION.
The information set forth under "The Tender Offer -- Certain Information
Concerning the Company" of the Offer to Purchase is incorporated herein by
reference. In addition, the Company's audited financial statements as of
September 30, 2001 and September 30, 2000, are included in the Company's Annual
Report on Form 10-K for the year ended September 30, 2001, which is incorporated
herein by reference. Also, the Company's unaudited financial statements for the
three month periods ended December 31, 2000 and December 31, 2001, are included
in the Company's Quarterly Report on Form 10-Q for the period ended December 31,
2001, which is incorporated herein by reference.
ITEM 11. ADDITIONAL INFORMATION
On March 5, 2002, the Company will issue the press release attached hereto as
exhibit (a)(i).
ITEM 12. EXHIBITS.
(a)(1) Offer to Purchase.*
(a)(2) Letter of Transmittal.*
(a)(3) Notice of Guaranteed Delivery.*
(a)(4) Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.*
(a)(5) Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies
and Other Nominees.*
(a)(6) Letter to Shareholders from the Company.*
(a)(7) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(8) Text of Press Release dated January 10, 2002 issued by the Company
(incorporated by reference to the Company's Tender Offer Statement on Schedule
TO-C filed on January 10, 2002).
(c) Opinion of Wharton Valuation Associates, Inc., dated November 27, 2001
(Included as Schedule III to the Offer to Purchase filed herewith as Exhibit (a)
(1)).*
(d) Employment Agreement dated November 8, 2001 between Dominic P. Toscani
and Paris Corporation.*
(f) Section 1930 and Subchapter D of the Pennsylvania Business Corporation
Law (Included as Schedule II to the Offer to Purchase filed herewith as Exhibit
(a)(1)).*
(g) None.
(h) None.
(i) Text of Press Release dated March 5, 2002.
* Previously filed by the Company on Schedule TO-I, dated January 31, 2002.
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.
Dated: March 4, 2002
PARIS CORPORATION
By: /s/ Dominic P. Toscani, Sr.
--------------------------------
Name: Dominic P. Toscani, Sr.
Title: President and
Chief Executive Officer
By: /s/ Gerard M. Toscani
--------------------------------
Name: Gerard M. Toscani.
Title: Senior Vice President
EXHIBIT (A)(13)
PARIS CORPORATION ANNOUNCES AMENDMENTS TO ITS SELF-TENDER OFFER;
EXPIRATION DATE OF CASH OFFER AT $4.50 PER SHARE EXTENDED TO MARCH 15, 2002
Burlington, NJ - March 5, 2002 - Paris Corporation (Nasdaq: PBFI), today
announced that it will be filing with the Securities and Exchange Commission
amendments to the Offer to Purchase relating to the self tender by Paris
Corporation for all outstanding shares of its common stock.
The amendments, which are being made in response to SEC comments, may be
obtained at the SEC's web site at http://www.sec.gov. Paris Corporation has
extended the expiration date of the tender offer from midnight New York City
time on Tuesday, March 5, 2002, to midnight New York City time on Friday March
15, 2002 as a result of the filing and in order to respond to any additional
comments from the SEC.
Paris Corporation commenced the offer to purchase all outstanding shares of its
common stock held by the public on January 31, 2002 at a price of $4.50 per
share, net in cash to the sellers.
Shareholders of record can tender their shares by completing and mailing the
appropriate Letter of Transmittal, along with any other required documents, to
the depositary, Mellon Investor Services, LLC. Where stock is held in "street
name", the shareholder must contact the appropriate broker, dealer, commercial
bank, trust company or other nominee in order to tender the shares.
If shareholders are unable to locate their shares, or have any questions about
the tender process, they should immediately call MacKenzie Partners, Inc., the
information agent for the offer, at 1-800-322-2885.
There are approximately 3.3 million shares of common stock of Paris Corporation
outstanding, of which about 50% currently is owned or controlled by Dominic P.
Toscani, Sr. and Gerard M. Toscani who are taking the company private. The Board
of Directors, by unanimous vote, has determined that the offer is fair to, and
in the best interest of, the public stockholders of Paris Corporation, and
recommends that the stockholders accept the offer.
Stockholders of Paris Corporation should read the Tender Offer Statement on
Schedule TO-I, as amended, which is on file with the Securities and Exchange
Commission as it contains important information about the tender offer.
Investors can obtain such Tender Offer Statement on Schedule TO-I and other
filed documents for free at the Securities and Exchange Commission's website at
www.sec.gov.
Paris Corporation is primarily engaged in the manufacture and distribution of
stock and custom business forms; mill cut, value added, and custom cut sheets;
and paper handling products for small offices and home offices.
Forward Looking Statements concerning Paris Corporation's self-tender offer and
its plan to go private are subject to a variety of considerations and
uncertainties. The company's corporate and financial information is detailed in
the company's filings with the Securities & Exchange Commission, press releases
and other communications.
END OF FILING