UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ___)
Paris Corporation, Dominic P. Toscani, Sr. and Gerard M. Toscani
(Names of Persons Filing Statement)
Common Stock
(Title of Class of Securities)
_______________________________________
(CUSIP Number of Class of Securities)
Stephen A. Salvo, Esq.
Salvo, Russell, Fichter & Landau
510 Township Line Road, Suite 150, Blue Bell, PA 19422
(215) 653-0110
(Name, Address, and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of the Persons Filing Statement)
___ Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
ITEM 1. SUBJECT COMPANY INFORMATION.
FURNISH THE INFORMATION REQUIRED BY ITEM 1002(A) AND (B) OF REGULATION M-A
(Section 229.1002 OF THIS CHAPTER).
a) Name and Address of Subject Company/Issuer
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Paris Corporation
122 Kissell Road
Burlington, NJ 08016
Address and Phone Number of Paris Corporation's Principal Executive
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Offices
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122 Kissell Road
Burlington, NJ 08016
(609) 387 - 7300
b) Title and Number of Shares Outstanding
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As of December 31, 2001, there were 3,391,235 shares of Common Stock
outstanding with 257,300 shares reserved for future issuance pursuant to
outstanding stock options
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.
FURNISH THE INFORMATION REQUIRED BY ITEM 1003(A) AND (D) OF REGULATION M-A
(Section 229.1003 OF THIS CHAPTER).
a) Name and Business Addresses of Filing Persons
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Paris Corporation - Subject Company
122 Kissell Road
Burlington, NJ 08016
(609) 387 - 7300
Dominic P. Toscani, Sr. - President, Treasurer,
Chairman and Chief Financial Officer of Paris Corporation
122 Kissell Road
Burlington, NJ 08016
(609) 387 - 7300
Gerard M. Toscani - Senior Vice President of Paris Corporation
122 Kissell Road
Burlington, NJ 08016
(609) 387 - 7300
d) Tender Offer Information
--------------------------
This Schedule 14D-9 relates to the offer by Paris Corporation to purchase
any and all outstanding shares of its own common stock, par value $0.004 per
share, 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 (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 the Schedule TO-I previously filed
by the company.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
FURNISH THE INFORMATION REQUIRED BY ITEM 1005(D) OF REGULATION M-A
(Section 229.1005 OF THIS CHAPTER).
There are no conflicts of interest, or potential conflicts of
interest, other than those disclosed in the Offer to Purchase and the related
Letter of Transmittal, which are incorporated herein by reference with respect
to Items 1-9 and 13 of the Schedule TO-I filed by the Company on January 31,
2002.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
FURNISH THE INFORMATION REQUIRED BY ITEM 1012(A) THROUGH (C) OF REGULATION
M-A (Section 229.1012 OF THIS CHAPTER).
a) Solicitation/Recommendation
---------------------------
The Board of Directors of the Company, which consists of Dominic Toscani, Gerard
Toscani, Frank Mattei (who collectively own approximately 78.3 percent of the
issued and outstanding shares of the Company's common stock) and four outside
directors, unanimously approved the offer, concluding that the offer is
advisable and that the terms of the offer are fair to, and in the best interests
of, our company and its unaffiliated shareholders. See "SPECIAL FACTORS --
Position of the Company's Board; Fairness of the Offer" and "SPECIAL FACTORS --
Background and Purpose of the Offer; Certain Effects of the Offer; Plans of the
Company after the Offer" of the Schedule TO-I filed by the Company on January
31, 2002. Gerard Toscani and Dominic Toscani, who abstained from the Board vote
because of their potential conflict of interest, also believe the Offer is fair
to stockholders.
b) Reasons
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The Board of Directors, as well as Gerard M. Toscani and Dominic P. Toscani, Sr.
believe that the Offer is fair to stockholders based on (i) the conclusions and
basis set forth in the Offer, and (ii) the written opinion of Wharton Valuation
Associates that the Purchase Price of $4.50 in cash was fair, from a financial
point of view, to the public stockholders. Neither the Board, Gerard Toscani or
Dominic Toscani found it practical to, and neither did, quantify or otherwise
attach relative weights to the specific factors which they considered in
reaching their decision. See "SPECIAL FACTORS -- Position of the Company's
Board; Fairness of the Offer" and "SPECIAL FACTORS -- Background and Purpose of
the Offer; Certain Effects of the Offer; Plans of the Company after the Offer"
of the Schedule TO-I filed by the Company on January 31, 2002 as amended by
Schedule TO-I/A (Amendment No.2) filed on March 5, 2002.
c) Intent to Tender
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Gerard M. Toscani, Senior Vice President of Paris Corporation, and Dominic P.
Toscani, President and Chief Executive Officer of Paris Corporation, who own or
control approximately 4.8% and 44/.9%, respectively, of the outstanding Common
Stock, have indicated that they will not tender their shares in the offer. All
other executive officers, directors, affiliates and subsidiaries (if any) of the
filing persons have indicated their intent to tender their shares in the offer.
ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
FURNISH THE INFORMATION REQUIRED BY ITEM 1009(A) OF REGULATION M-A
(Section 229.1009 OF THIS CHAPTER).
The Company has retained Wharton Valuation Associates, Inc. ("Wharton") to act
as its financial advisor in connection with the Offer. The engagement letter, as
amended, between the Company and Wharton (the "Engagement Letter") provides that
the Company is required to pay Wharton (a) a retainer fee of $7,500.00 upon the
signing of the Engagement Letter, plus an additional fee of $7,500.00; and (b)
an opinion fee (the "Opinion Fee") of $5,000.00. In addition, the Engagement
Letter between the Company and Wharton provides that the Company will indemnify
Wharton and certain related persons against certain liabilities, including
liabilities under securities laws, arising out of its engagement.
The Company has retained MacKenzie Partners to act as Information Agent and
Mellon Investor Services LLC to act as Depositary in connection with the Offer.
The Information Agent may contact holders of Shares by mail, telephone,
telegraph and personal interviews and may request brokers, dealers and other
nominee stockholders to forward materials relating to the Offer to beneficial
owners. The Information Agent and the Depositary will each receive reasonable
and customary compensation for their respective services, will be reimbursed by
the Company for certain reasonable out-of-pocket expenses and will be
indemnified against certain liabilities in connection with the Offer, including
certain liabilities under the federal securities laws.
No fees or commissions will be payable by the Company to brokers, dealers or
other persons (other than fees to the Information Agent as described above) for
soliciting tenders of Shares pursuant to the Offer. Stockholders holding Shares
through brokers or banks are urged to consult the brokers or banks to determine
whether transaction costs are applicable if stockholders tender Shares through
such brokers or banks and not directly to the Depositary. The Company, however,
upon request, will reimburse brokers, dealers and commercial banks for customary
mailing and handling expenses incurred by them in forwarding the Offer and
related materials to the beneficial owners of Shares held by them as a nominee
or in a fiduciary capacity.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
FURNISH THE INFORMATION REQUIRED BY ITEM 1008(B) OF REGULATION M-A
(Section 229.1008 OF THIS CHAPTER).
None
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
FURNISH THE INFORMATION REQUIRED BY ITEM 1006(D) OF REGULATION M-A
(Section 229.1006 OF THIS CHAPTER).
1) The filing persons are not undertaking or engaged in any negotiations in
response to the tender offer.
2) Not Applicable
ITEM 8. ADDITIONAL INFORMATION.
FURNISH THE INFORMATION REQUIRED BY ITEM 1011(B) OF REGULATION M-A
(Section 229.1011 OF THIS CHAPTER).
None
ITEM 9. EXHIBITS.
FILE AS AN EXHIBIT TO THE SCHEDULE ALL DOCUMENTS SPECIFIED BY ITEM
1016(a), (e) AND (g) OF REGULATION M-A (Section 229.1016 OF THIS CHAPTER).
a) Disclosure Materials
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(1) Offer to Purchase.*
(2) Letter of Transmittal.*
(3) Notice of Guaranteed Delivery.*
(4) Letter to Brokers, Dealers, Banks, Trust Companies and Other
Nominees.*
(5) Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies
and Other Nominees.*
(6) Letter to Shareholders from the Company.*
(7) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(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).
(9) Opinion of Wharton Valuation Associates, Inc., dated November 27, 2001
(Included as Schedule III to the Offer to Purchase).*
(10) Section 1930 and Subchapter D of the Pennsylvania Business Corporation
Law (Included as Schedule II to the Offer to Purchase).*
(11) Text of Press Release dated March 5, 2002 (incorporated by reference
to Company's Tender Offer Statement on Schedule TO-I/A filed on March
4, 2002).
e) Conflicts Materials
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1) Employment Agreement dated November 8, 2001 between Dominic P.
Toscani and Paris Corporation.*
g) Offering Materials
-------------------
None
* Indicates that the items have previously been 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.
Dominic P. Toscani
(Signature)
President and Chief Executive Officer
(Name and title)
March 5, 2002
(Date)
Instruction to Signature: The statement must be signed by the filing person or
that person's authorized representative. If the statement is signed on behalf
of a person by an authorized representative (other than an executive officer of
a corporation or general partner of a partnership), evidence of the
representative's authority to sign on behalf of the person must be filed with
the statement. The name and any title of each person who signs the statement
must be typed or printed beneath the signature. See Section 240.14d-1(f) with
respect to signature requirements.