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. 3
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)
699556106
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(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 6, 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. 3 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 paragraph added in Amendment No. 2 after the fifth full paragraph on
page 8 has been revised in its entirety to read as follows::
"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. It was determined that a review of the Company by Wharton for
the purpose of updating the Wharton fairness opinion to a date closer to the
commencement of the offering would not result in any material changes in the
fairness opinion. As of this date, Paris Corporation has not received a
commitment for a loan."
(2) The third paragraph on page 11which was revised in Amendment No. 2 has been
revised in its entirety 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 and Wharton, the Board
concluded that the liquidation value of the Company was $3.75. The Board
considered the purchase price of $4.50 per share as 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."
(3) 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 advised counsel to Paris Corporation of its consent to disclose the
fairness opinion in this 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 6, 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.