UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ____)
Paris Corporation
(Name of the Issuer)
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)
This statement is filed in connection with (check the appropriate box):
a. The filing of solicitation materials or an information statement subject to
Regulation 14A (Section 240.14a-1 through 240.14b-2), Regulation 14C
(Section 240.14c-1 through 240.14c-101) or Rule 13e-3(c) (Section
240.13e-3(c)) under the Securities Exchange Act of 1934 ("the Act").
b. The filing of a registration statement under the Securities Act of 1933.
c. _X_ A tender offer.
d. None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: _____
Check the following box if the filing is a final amendment reporting the results
of the transaction: _____
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 Section
240.0-11(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.: Schedule TO-I
Filing Party: Dominic P. Toscani, Sr., Gerard M. Toscani and Paris Corporation
Date Filed: January 31, 2002
Item 1. Summary Term Sheet.
Furnish the information required by Item 1001 of Regulation M-A (Section
229.1001 of this chapter) unless information is disclosed to security
holders in a prospectus that meets the requirements of Section 230.421(d)
of this chapter.
- - Paris Corporation, a Pennsylvania corporation (the "Company"), hereby offers
to purchase any and all of its shares of Common Stock $0.004 par value per share
(the "Shares"), at $4.50 per Share (the "Purchase Price"), net to the seller in
cash, without interest thereon, upon the terms and subject to the conditions set
forth in this Offer to Purchase and in the related Letter of Transmittal (which,
together with any amendments or supplements hereto or thereto, collectively
constitute the "Offer") previously filed by the Company on Schedule TO-I dated
January 31, 2002.
- - The Offer is not conditioned upon any minimum number of Shares being tendered.
The Offer is, however, subject to certain other conditions. All Shares properly
tendered and not properly withdrawn will be purchased at the Purchase Price,
upon the terms and subject to the conditions of the Offer.
- - Tendering stockholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, transfer taxes in connection with the tender of Shares pursuant of
the Offer. The Company will pay all fees and expenses which Mellon Investor
Services LLC, which is acting as Depositary (the "Depositary"), and MacKenzie
Partners, Inc., which is acting as the Information Agent (the "Information
Agent"), incur in connection with the Offer.
- - The Offer and withdrawal rights will expire at 12:00 midnight, New York City
time on March 15, 2002 unless the Offer is extended.
- - Paris Corporation shares are traded on the NASDAQ Small Cap Market ("NASDAQ")
under the ticker symbol PBFI. On January 9, 2002, the last day the shares were
traded on NASDAQ before announcement of the Offer, the last reported sales price
of the Shares on NASDAQ was $3.35 per Share.
Item 2. Subject Company Information.
Furnish the information required by Item 1002 of Regulation M-A (Section
229.1002 of this chapter).
a) Name and Address of Subject Company/Issuer
Paris Corporation
122 Kissell Road
Burlington, NJ 08016
Address and Phone Number of Paris Corporation's Principal Executive
Offices
122 Kissell Road
Burlington, NJ 08016
(609) 387 - 7300
b) Title and Number of Shares Outstanding
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
c) Trading and Market Price
The Shares are traded on NASDAQ Small Cap Market ("NASDAQ") under the ticker
symbol PBFI. The highest and lowest sale prices for the shares for last two
years (on a quarterly basis) are as follows:
YEAR ENDED DECEMBER 31, 2000:
First Quarter. $2.6250 2.0000
Second Quarter 2.1250 1.8750
Third Quarter. 2.3750 1.7812
Fourth Quarter 2.1875 1.7812
YEAR ENDED DECEMBER 31, 2001:
First Quarter. $2.8750 1.8750
Second Quarter 3.6000 2.4375
Third Quarter. 3.6000 2.5000
Fourth Quarter. 3.2300 2.5000
On January 9, 2002, the last day the shares were traded prior to the
announcement of the Offer, the last reported sales price per Share as reported
on the NASDAQ was $3.35 per share.
d) Dividends
During the past 10 years the Company has declared two cash dividends on the
Shares; a $0.20 per Share dividend in January 1999 and a $0.10 per Share
dividend in March 2000. The Company does not anticipate paying cash dividends
on the Shares in the foreseeable future. The Company intends to retain future
earnings to finance its operations and to fund the growth of the business. Any
payment of future dividends will be at the discretion of the Board of Directors
and will depend upon, among other things, the Company's earnings, financial
condition, capital requirements, level of indebtedness, contractual restrictions
with respect to the payment of dividends and other factors that the Board of
Directors deems relevant
e) Prior Public Offerings
None
f) Prior Stock Purchases
None
Item 3.
Identity and Background of Filing Person.
Furnish the information required by Item 1003(a) through (c) of Regulation
M-A (Section 229.1003 of this chapter).
a) Name and Business Addresses of Filing Persons
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
b) Background and Business of Entities
Not Applicable
c) Background and Business of Natural Persons
1) Current Principal Occupation
Dominic P. Toscani, Sr. - President, Treasurer, Chairman
and Chief Financial Officer of Paris Corporation
122 Kissell Road
Burlington, NJ 08016
Gerard M. Toscani - Senior Vice President of Paris Corporation
122 Kissell Road
Burlington, NJ 08016
2) Neither Dominic P. Toscani, Sr. nor Gerard M. Toscani has had any other
material occupations, positions, offices or employment during the past five
years.
3) Neither Dominic P. Toscani, Sr. nor Gerard M. Toscani has been
convicted in a criminal proceeding during the past five years.
4) Neither Dominic P. Toscani, Sr. nor Gerard M. Toscani have been a party
to any judicial or administrative proceeding during the past five years that
resulted in a judgment, decree or final order enjoining them from further
violations of, or prohibiting activities subject to, federal or state securities
laws, or a finding of any violation of federal or state securities laws.
5) Both Dominic P. Toscani, Sr. and Gerard M. Toscani are United States
citizens.
Item 4. Terms of the Transaction.
Furnish the information required by Item 1004(a) and (c) through (f) of
Regulation M-A (Section 229.1004 of this chapter).
a) Material Terms
This Schedule 13e-3 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 on January 31, 2002 as amended by Schedule TO-I/A (Amendment 2)
previously filed by the Company on March 5, 2002.
The Offer and withdrawal rights will expire at 12:00 midnight, New York
City time on March 15, 2002 unless the Offer is extended.
b) Purchases
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.
c) Different Terms
Not Applicable
f) Eligibility for listing or trading
Not Applicable
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
Furnish the information required by Item 1005(a) through (c) and (e) of
Regulation M-A (Section 229.1005 of this chapter).
a) Transactions
There have been no transactions, 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 as amended by Schedule TO-I/A (Amendment No. 2)
filed by the Company on March 5, 2002.
b) Significant Corporate Events
There have been no significant corporate events, 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 as amended by Schedule
TO-I/A (Amendment No. 2) filed by the Company on March 5, 2002.
c) Negotiations or Contacts
There have been no negotiations or contacts, 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 as amended by Schedule TO-I/A (Amendment No.
2) filed by the Company on March 5, 2002.
e) Agreements involving subject company's securities
Not Applicable
Item 6. Purposes of the Transaction and Plans or Proposals.
Furnish the information required by Item 1006(b) and (c) (1) through (8) of
Regulation M-A (Section 229.1006 of this chapter).
b) Use of Securities
The information set forth under "SPECIAL FACTORS - Background and Purpose of the
Offer; Steps Leading up to the Tender Offer; Certain Effects of the Offer; Plans
of the Company After the Offer" of the Offer to Purchase filed as Exhibit (a)
(1) to Schedule TO-I dated January 31, 2002, as amended by Schedule TO-I/A
(Amendment No. 2) filed March 5, 2002, are incorporated herein by reference.
c) Plans
The information set forth under "SPECIAL FACTORS - Background and Purpose of the
Offer; Steps Leading up to the Tender Offer; Certain Effects of the Offer; Plans
of the Company After the Offer" of the Offer to Purchase filed as Exhibit (a)
(1) to Schedule TO-I dated January 31, 2002, as amended by Schedule TO-I/A
(Amendment No. 2) filed March 5, 2002, are incorporated herein by reference.
Item 7. Purposes, Alternatives, Reasons and Effects.
Furnish the information required by Item 1013 of Regulation M-A (Section
229.1013 of this chapter).
a) Purposes
The offer represents the first step in taking the Company private. After
completion of the offer, Paris Corporation intends to propose a Second-Step
Transaction, a merger, a reverse stock split or similar transaction, in which
all of the remaining public stockholders would receive cash for their shares at
the same price as is contemplated in the offer.
b) Alternatives
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.
c) Reasons
The information set forth under "SPECIAL FACTORS - Background and Purpose of the
Offer; Steps Leading up to the Tender Offer; Certain Effects of the Offer; Plans
of the Company After the Offer" and "SPECIAL FACTORS -Position of the Board;
Fairness of the Offer" of the Offer to Purchase filed as Exhibit (a)(1) to
Schedule TO-I dated January 31, 2002, as amended by Schedule TO-I/A (Amendment
No. 2) filed March 5, 2002, are incorporated herein by reference.
d) Effects
The information set forth under "THE TENDER OFFER - Certain Federal Income Tax
Consequences" and "THE TENDER OFFER - Effect of the Offer on the Market for the
Shares; NASDAQ Listing and Exchange Registration" of the Offer to Purchase filed
as Exhibit (a) (1) to Schedule TO-I dated January 31, 2002, as amended by
Schedule TO-I/A (Amendment No. 2) filed March 5, 2002, are incorporated herein
by reference.
Item 8. Fairness of the Transaction.
Furnish the information required by Item 1014 of Regulation M-A (Section
229.1014 of this chapter).
a) Fairness
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. 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 the other stockholders.
b) Factors Considered
The information set forth under "SPECIAL FACTORS - Positions of the Board;
Fairness." of the Offer to Purchase filed as Exhibit (a) (1) to Schedule TO-I
dated January 31, 2002 as amended by Schedule TO-I/A (Amendment No. 2) filed
March 5, 2002 and the written Opinion of Wharton Valuation Associates, Inc.,
dated November 27, 2001 (Included as Schedule III to the Offer to Purchase) are
incorporated herein by reference.
c) Approval of Security Holders
No approval of the unaffiliated security holders was required for the tender
offer. The Second-Step Transaction may require approval by the stockholders,
depending on the nature of the Second-Step Transaction. However, because Gerard
M. Toscani and Dominic P. Toscani currently own or control approximately 49.7%
of the outstanding common stock and may hold a greater percentage after the
offer, they may be able to control the outcome of any Second-Step Transaction.
d) Unaffiliated Representative
Not Applicable
e) Approval of Directors
Please see previous response to Section 8a (Fairness).
f) Other Offers
None
Item 9. Reports, Opinions, Appraisals and Negotiations.
Furnish the information required by Item 1015 of Regulation M-A (Section
229.1015 of this chapter).
a) Report, opinion or appraisal
The Board of Directors of the Company received an opinion from Wharton Valuation
Associates, Inc. relating to the fairness of the offering to public
stockholders.
b) Summary of Report, opinion or appraisal
The information set forth under "SPECIAL FACTORS - Opinion of Wharton Valuation
Associates, Inc." of the Offer to Purchase filed as Exhibit (a) (1) to Schedule
TO-I dated January 31, 2002 as amended by Schedule TO-I/A (Amendment No. 2)
filed March 5, 2002 and the written Opinion of Wharton Valuation Associates,
Inc., dated November 27, 2001 (Included as Schedule III to the Offer to
Purchase) are incorporated herein by reference.
c) Availability of Documents
The opinion of Wharton Valuation Associates, Inc. will be made available for
inspection and copying at the principal executive office of the Company during
its regular business hours by any interested equity security holder of the
Company (or such holder's representative who has been so designated in writing).
Additionally, the opinion of Wharton Valuation Associates, Inc. will be
transmitted by the Company to any interested equity security holder of the
Company (or such holder's representative who has been so designated in writing)
upon written request at the expense of the requesting security holder.
Item 10. Source and Amounts of Funds or Other Consideration.
Furnish the information required by Item 1007 of Regulation M-A (Section
229.1007 of this chapter).
a) Source of Funds
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 the Offer to Purchase dated January 31, 2002
entitled "Special Factors-Fees and Expenses"), assuming that all Shares not
owned or controlled by Dominic Toscani and Gerard Toscani are validly tendered
and not withdrawn, of approximately $8,585,000 will be financed by the Company
using available cash. See also "THE TENDER OFFER - Financing of the Offer and
the Second Step Transaction" of the Offer to Purchase filed as exhibit (a)(1) to
Schedule TO-I filed by the Company on January 31, 2002 as amended by Schedule
TO-I/A (Amendment No. 2) filed by the Company on March 5, 2002.
b) Conditions
The Offer is not conditioned upon any minimum number of shares being tendered.
The Offer is, however, subject to certain other conditions in the Offer to
Purchase and related Transmittal Letter, which are incorporated herein by
reference. See the section entitled "THE TENDER OFFER -- CERTAIN CONDITIONS OF
THE OFFER," of the Offer to Purchase, contained in the Schedule TO-I filed by
the Company on January 31, 2002, which sets forth in full the conditions of the
Offer.
c) Expenses
The following is an estimate of expenses incurred or to be incurred in
connection with the Offer. Also see the Section of the Offer to Purchase
entitled "The Tender Offer -- Fees and Expenses" filed on Schedule TO-I dated
January 31, 2002.
Legal Fees $75,000.00
Printing and Mailing 7,826.00
Filing Fees. 3,063.00
Depositary Fees. 15,000.00
Information Agent Fees 5,000.00
Accountant's Fees. 17,500.00
Miscellaneous. 5,000.00
Total $128,839.00
d) Borrowed Funds
Not Applicable
Item 11. Interest in Securities of the Subject Company.
Furnish the information required by Item 1008 of Regulation M-A (Section
229.1008 of this chapter).
a) Securities Ownership
AMOUNT OF
OWNERSHIP PERCENT
NAME (1) OF CLASS
Dominic P. Toscani(2) and Nancy C. Toscani 1,139,948 33.6%
The Caritas Foundation(3) 383,835 11.3%
Gerard M. Toscani(4) 165,010 4.8%
(1) Ownership includes both voting and investment power.
(2) Includes 1,028,197 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 45,000
options exercisable as of December 31, 2001.
(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, the children of Dominic
Toscani are the trustees of the foundation.
(4) Includes 58,524 shares personally held; 11,486 shares held by Paris
Corporation Profit Sharing Plan; and 95,000 options exercisable as of December
31, 2001.
b) Securities Transactions
None
Item 12. The Solicitation or Recommendation.
Furnish the information required by Item 1012(d) and (e) of Regulation M-A
(Section 229.1012 of this chapter).
d) Intent to Tender or vote in a going private transaction
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.
If less than all of the Shares owned by the public stockholders are tendered
pursuant to the Offer, the Company intends to implement a Second-Step
Transaction (as defined in the Offer to Purchase filed on Schedule TO-I dated
January 31, 2002), in which the Shares of such remaining public stockholders
would be converted into the right to receive the Purchase Price and the Company
would thereafter be dissolved. Gerard M. Toscani and Dominic P. Toscani who
currently own approximately 50% of the outstanding shares and would own a
greater percentage after completion of the Offer, intends to vote all of his
Shares in favor of the Second-Step Transaction if it is required.
e) 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 the other stockholders.
Item 13. Financial Statements.
Furnish the information required by Item 1010(a) through (b) of Regulation M-A
(Section 229.1010 of this chapter) for the issuer of the subject class
of securities.
a) Financial Information
The information set forth under "The Tender Offer -- Certain Information
Concerning the Company" of the Offer to Purchase filed on Schedule TO-I dated
January 31, 2002, as amendment by Schedule TO/A (Amendment No. 2) dated March 5,
2002, 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.
b) Pro forma Information
Not Applicable
Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
Furnish the information required by Item 1009 of Regulation M-A (Section
229.1009 of this chapter).
a) Solicitations/Recommendations
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.
b) Employees and Corporate Assets
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 the Offer to Purchase dated January 31, 2002
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, of approximately $8,585,000 will be financed by the Company
using available cash.
Item 15. Additional Information.
Furnish the information required by Item 1011(b) of Regulation M-A (Section
229.1011 of this chapter).
b) Other Material Information
None
Item 16. Exhibits.
File as an exhibit to the Schedule all documents specified in Item 1016(a)
through (d), (f) and (g) of Regulation M-A (Section 229.1016 of
this chapter).
(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).
(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).
(a)(10) Amendment to Offer to Purchase (incorporated by reference to Schedule
TO-I/A (Amendment N0. 2) filed on March 5, 2002).
(b) None.
(c) Opinion of Wharton Valuation Associates, Inc., dated November 27, 2001
(Included as Schedule III to the Offer to Purchase filed as exhibit (a) (1) to
Schedule TO-I filed January 31, 2002).*
(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 as exhibit (a)(1) to
Schedule TO-I filed January 31, 2002).*
(g) 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.
Dominic P. Toscani, Sr.
(Signature)
President and Chief Executive Officer
(Name and title)
March 6, 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 240.12b-11 with respect to
signature requirements.