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. 2
TENDER OFFER STATEMENT UNDER SECTION 14(d) (1) OR 13(e) (1)
OF THE SECURITIES EXCHANGE ACT OF 1934
PARIS CORPORATION
(Name of Subject Company (Issuer))
DOMINIC P. TOSCANI
GERARD M. TOSCANI
PARIS CORPORATION
(Name of Filing Persons (Offeror))
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 5, 2002
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$15,313,536 $3,063
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* 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
Filing Party: Paris Corporation Date Filed: January 31, 2002
[ ] 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. 2 amends and supplements the Tender Offer Statement on
Schedule TO filed January 31, 2002 (the "Schedule TO") 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 (the "Offer to Purchase") and in the
related Letter of Transmittal, copies of which are attached hereto as Exhibits
(a)(1) and (a)(2) (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, except as noted
below.
ITEMS 1-9 AND 13
Items 1 through 9 and 13 of the Schedule TO, which incorporate by reference the
information contained in the Offer to Purchase, are hereby amended as follows:
(1) The answer to the first Q&A on page 2 of the Summary Term Sheet has been
revised to read as follows:
A: You have until 12:00 Midnight, New York City time, on the expiration date of
March 15, 2002 to tender your shares. We will purchase properly tendered and not
withdrawn shares promptly following the expiration date if the conditions to our
offer are met. If the conditions to our offer are not met on the expiration
date, we may extend the offer. See "The Tender Offer -- Terms of the Offer;
Expiration Date."
(2) The first sentence of the second Q&A on page 3 of the Summary Term Sheet has
been revised to read as follows:
"The members of the Board of Directors unanimously concluded that the offer is
advisable and that the terms of the offer are fair to, and in the best interest
of, our company and its shareholders that are unaffiliated with Paris
Corporation, Gerard Toscani or Dominic Toscani."
(3) The answer to the second Q&A on page 1 of the Summary Term Sheet has been
revised to read as follows:
"A: We are making the offer to purchase all the outstanding shares of common
stock of Paris Corporation. Although the offer is being made to all holders of
Common Stock, Dominic P. Toscani, President and Chief Executive Officer of Paris
Corporation, who holds or controls approximately 44.9% of the outstanding Common
Stock, and Gerard M. Toscani, Senior Vice President of Paris Corporation, who
holds approximately 4.8% of the outstanding Common Stock, have indicated that
they will not tender their shares in the offer. Dominic P. Toscani is the
father of Gerard M. Toscani. See "The Tender Offer -- Terms of the Offer;
Expiration Date."
(4) The third paragraph on page 8 has been revised to read as follows:
"Management of Paris Corporation also considered the sale of the company or its
principal operating units. Wharton Valuation Associates, Inc. was engaged by
Paris Corporation on October 13, 2000 to analyze the value of the company's
business units for that purpose. Wharton reviewed publicly available business
and financial information and Paris Corporation provided Wharton with draft
financial results and forecasts. Representatives of Paris Corporation also met
with business brokers and solicited interest in the company. It was determined
that the fees charged by brokers would significantly reduce the value which
Paris Corporation would receive in a brokered transaction, and the company was
unable to generate an offer in its independent solicitations."
(5) The following paragraph has been added after the fifth full paragraph on
page 8:
"Although Wharton's fairness opinion is dated November 27, 2001 and the Board of
Directors approved the Offer on December 4, 2001, this offering was not
commenced until January 31, 2002. The management of Paris Corporation was
involved in discussions with prospective lenders throughout December 2001 and
January 2002, and had hoped to conclude negotiations prior to the commencement
of the offering. As of this date, Paris Corporation has not received a
commitment for a loan."
(6) The following sentences are added to the end of the fourth paragraph on page
8:
"In early November 2001, management of Paris Corporation contacted and advised
Wharton of the proposed tender offer. Wharton was asked to complete its
valuation work and prepare a fairness opinion. Various discussions were held
between Wharton and representatives of Paris Corporation during the ensuing
weeks, and Wharton's fairness opinion was transmitted to the Board on December
4, 2001."
(7) The third sentence of the first paragraph of section 3 on page 10 has been
amended to read as follows:
"The Board determined that the Offer is fair to, and in the best interests of,
the Company's unaffiliated stockholders, and recommended that the unaffiliated
stockholders accept the offer."
(8) Subparagraphs (a), (c), (d), (e), (f) and (h) on pages 10 and 11 have been
revised.
Subparagraph (a) on page 10 has been amended to read as follows:
"the historical market prices and trading activity of the Shares from 1999
through December 2001, which reflected a low of $1.75 per share, a high of $3.60
per share and average quarterly prices that ranged from approximately $2.00 per
share to $3.50 per share. During the past 12 months, daily volumes averaged
1,400 shares The Board viewed these periods as relevant because they included
the Company's recovery after operating losses in 1996, 1997 and 1998, and
reflected the absence of any analyst reporting. In all cases, the historical and
current market prices were materially below the Purchase Price;"
Subparagraph (c) on page 10 has been amended to read as follows:
"the market price for the Shares as compared to the performance of the Company,
which has not materially risen in the last two years although the Company has
recovered from operating losses in 1996, 1997 and 1998;"
Subparagraph (d) on page 10 has been amended to read as follows:
"the small stockholder base of the Company, as indicated by its approximately
122 stockholders of record, which the Board believes reflects a continuing lack
of interest in the Company's stock;"
Subparagraph (e) on page 10 has been amended to read as follows:
"the fact that the Company could terminate the registration of the Shares under
the Exchange Act without initiating the Offer, because of the number of current
record holders of the Shares. The Board believed that the Offer, including any
and all shares, was a preferred alternative to the termination of the
registration of the Shares such termination would adversely affect the
information available to stockholders at that time;"
Subparagraph (f) on page 10 has been amended to read as follows:
"the nature of the Company's business and the industry in which the Company
operates, including various uncertainties associated with current and potential
future industry and market conditions, which the Board believed would continue
to have an adverse effect on the market price of the Shares;"
Subparagraph (h) on page 11 has been amended to read as follows:
"the fact that the Company has paid only two cash dividends in the past ten
years to its stockholders, and the expectation that no such cash dividends are
expected to be paid in the foreseeable future. Stockholders would therefore have
to look entirely to the market price of the Shares for their investment return."
(9) The second full paragraph on page 11 has been amended to read as follows:
"In addition to the factors listed above, the Board considered the fact that
consummation of the Offer would eliminate the opportunity of the unaffiliated
stockholders to participate in any potential future growth in the value of the
Company, but determined that this loss of opportunity was ameliorated in part by
the Purchase Price of $4.50 net per Share to be paid in the Offer. See "Special
Factors -- Background and Purpose of the Offer; Certain Effects of the Offer;
Plans of the Company after the Offer."
(10) The third paragraph on page 11 has been revised to read as follows:
"In connection with its deliberations, the Board noted that the book value of
$4.87 per share on September 30, 2001 exceeded the Purchase Price of $4.50 per
share by $0.37 per share, or approximately 8.2% of the Purchase Price. $4.87 per
share is a book value based upon basic shares outstanding, i.e., it equals book
value as of September 30, 2001 of $15,925,731 divided by 3,270,170 basic shares.
The offer to purchase, however, is based upon fully diluted shares outstanding,
which includes shares issuable upon exercise of outstanding options to purchase
shares. Fully diluted shares outstanding are 3,553,535. Using the fully diluted
shares, $4.48 was the fully diluted adjusted book value as of September 30,
2001. The Board concluded that the Purchase Price of $4.50 per share was fair to
unaffiliated shareholders based upon the fully diluted adjusted book value. In
addition the Board considered the Company's liquidation value. Based on
appraisals and other estimates prepared by the Company, the Board concluded that
the liquidation value of the Company would be less than the Purchase Price. The
Board also considered the Company's going concern value and determined that the
Purchase Price was fair to the stockholders unaffiliated with Dominic Toscani
and Gerard Toscani based upon the analysis of comparable public companies by
Wharton."
(11) The following paragraphs have been added after the third full paragraph on
page 11:
"The Board of Directors, including Dominic Toscani and Gerard Toscani, believe
that the Purchase Price is fair to unaffiliated stockholders for the reasons set
forth above and because of the inability of the Company to find a buyer for the
Company.
The Board considered various factors in determining the procedural fairness of
the Offer. None of the members of the Board who voted on the Offer were
employees of the Company or had any such employment history. In addition, after
the initiation of the Offer, the Board could still consider proposals superior
to the Offer. Although the Offer is not being submitted to a vote of the
shareholders and the Board did not retain a specific representative to act on
behalf of the unaffiliated shareholders in negotiations with Dominic Toscani and
Gerard Toscani, it did not believe that these were necessary in view of the
additional time that would be required, the experience of the members of the
Board and the effectiveness of the other procedures described above. In
addition, Dr. Frank Mattei, who owns approximately 31.4% of the outstanding
Common Stock, and his counsel were involved in direct negotiations of the
Purchase Price with Gerard Toscani."
(12) The last sentence of "Special Factors-Opinion of Wharton Valuation
Associates" on page 16 is amended to read as follows:
"Wharton transmitted the results of these analyses to the Board on December 4,
2001 and has permitted Paris Corporation to disclose its fairness opinion in
this offer."
(13) The seventh, eighth and ninth paragraphs of the section entitled "The
Tender Offer" on page 21 are hereby deleted in their entirety.
(14) Section 8 appearing on page 29 is hereby amended to read in full as
follows:
The total amount of funds required by the Company to consummate the Offer (and
to pay related fees and expenses estimated to be approximately $128,000.00, as
described in the section of this Offer entitled "Special Factors-7. Fees and
Expenses") assuming that all Shares not owned or controlled by Dominic Toscani
and Gerard Toscani are validly tendered and not withdrawn, is approximately
$8,585,000. The Company will finance the Offer using available cash.
(15) The following sentence is added to the last paragraph of the section of the
Offer entitled "The Tender Offer-11. Certain Conditions of the Offer" on page
32:
"Notwithstanding the foregoing, all conditions to the offer, other than those
dependent upon the receipt of necessary governmental approvals, must be
asserted, satisfied or waived before the expiration of the offer."
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 period 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 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 filed on January 10, 2002).
(a)(9) Text of Press Release dated March 5, 2002 issued by the Company
(incorporated by reference to Amendment No. 1 to the Company's Tender Offer
Statement on Schedule TO-I/A filed on March 4, 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.
* 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 5, 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 INDEX
EXHIBIT
NUMBER EXHIBIT NAME
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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 filed on January 10, 2002).
(a)(9) Text of Press Release dated March 5, 2002 issued by the Company
(incorporated by reference to Amendment No. 1 to the Company's Tender Offer
Statement on Schedule TO-I/A filed on March 4, 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.
* Previously filed by the Company on Schedule TO-I, dated January 31, 2002.