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. 4
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 20, 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: [X]
This Amendment No. 4 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.
ITEM 8. INTEREST IN THE SECURITIES OF THE SUBJECT COMPANY.
On March 20, 2002, the Company issued the press release, a copy of which is
attached hereto as Exhibit (a)(10) and incorporated herein by reference.
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 11. ADDITIONAL INFORMATION.
On March 20, 2002, the Company issued a press release, a copy of which is
attached hereto as Exhibit (a)(10) and 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).
(a)(10) Text of Press Release dated March 20, 2002 issued by the Company.
(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 20, 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).
(a)(10) Text of Press Release dated March 20, 2002 issued by the Company.
(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.
Exhibit (a)(10)
PRESS RELEASE
PARIS CORPORATION. COMPLETES SELF-TENDER OFFER
Burlington, NJ - March 20, 2002 - Paris Corporation (Nasdaq: PBFI), announced
today that it successfully completed its tender offer to purchase all
outstanding shares of its common stock, except for shares held by certain
insiders, at a purchase price of $4.50 per share in cash. The tender expired at
midnight New York City time on March 15, 2002.
Paris Corporation commenced the offer to purchase all outstanding shares of its
common stock held by the public on January 31, 2002. This completes the first of
a multi-step process toward Paris Corporation becoming a privately-held company.
Based on preliminary information received from the depository, Mellon Investor
Services, LLC, approximately 2,127,119 shares were tendered. As previously
indicated, Dominic Toscani and Gerard Toscani did not tender their shares.
Because the shares held by Dominic Toscani and Gerard Toscani will now represent
more than 90 % of the Paris Corporation shares, Messrs. Toscani will be able to
cause Paris Corporation to merge with an entity to be formed and wholly owned by
them without any further action by Paris Corporation shareholders. This merger
is expected to occur within the next two weeks. Paris Corporation shareholders
who did not tender into the tender offer will be mailed information about the
merger.
As a consequence of the completion of the tender offer, the common stock of
Paris Corporation will shortly cease to be traded on the NASDAQ SmallCap Market.
Paris Corporation has accepted for payment all validly tendered shares. Payment
for the shares tendered will be made promptly and, in the case of shares
tendered by the guaranteed delivery procedures, promptly after timely delivery
of shares and required documentation.
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