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Paris Corp – ‘SC TO-I’ on 1/31/02 re: Paris Corp

On: Thursday, 1/31/02, at 4:37pm ET · Accession #: 1137403-2-14 · File #s: 5-38252, 5-38252 (SC TO-I/A) · Correction: This Filing’s “Filed as of” Date was Corrected and “Changed as of” 6/21/02 by the SEC on 6/21/02. `®`

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/31/02  Paris Corp                        SC TO-I®               1:266K Paris Corp                        Salvo Rogers… Elinski/FA

Tender-Offer Statement — Issuer Tender Offer — Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-I     Tender-Offer Statement -- Issuer Tender Offer         95±   354K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Available Information Description of Shares Tendered Employer Exhibits Financial Information Important Tax Information Letter of Transmittal Number of Shares Tendered Special Factors Tender Offer, The The Tender Offer 1. Terms of the Offer; Expiration Date 3. Procedures for Accepting the Offer and Tendering Shares
1	1st Page - Filing Submission
3	Item 10. Financial Information
"	Item 12. Exhibits
11	Special Factors
13	The Tender Offer
"	1. Terms of the Offer; Expiration Date
"	3. Procedures for Accepting the Offer and Tendering Shares
14	Available Information
17	Letter of Transmittal
"	Description of Shares Tendered
21	Important Tax Information
25	Number of Shares Tendered
33	Employer

SC TO-I 1st “Page” of 35 TOC ↑Top Previous Next ↓Bottom Just 1st
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1 TO
SCHEDULE TO
(RULE 14D-100)

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
(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

JANUARY 31, 2002

SC TO-I 2nd “Page” of 35 TOC 1st Previous Next ↓Bottom Just 2nd
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.

[ ] 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: N/A Form or Registration No.: N/A

Filing Party: N/A Date Filed: N/A

[ ] 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:

[ ] 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: [ ]

SC TO-I 3rd “Page” of 35 TOC 1st Previous Next ↓Bottom Just 3rd
This Tender Offer Statement on Schedule TO (this "Schedule TO"), is filed by
Paris Corporation, a Pennsylvania Corporation, (the "Company"). This Schedule TO
relates to the offer by 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.

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
nine month periods ended June 30, 2000 and June 30, 2001, are included in the
Company's Quarterly Report on Form 10-Q for the period ended June 30, 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) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.

(a)(7) 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).

(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.

SC TO-I 4th “Page” of 35 TOC 1st Previous Next ↓Bottom Just 4th
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: January 31, 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

SC TO-I 5th “Page” of 35 TOC 1st Previous Next ↓Bottom Just 5th
EXHIBIT INDEX

EXHIBIT
NUMBER EXHIBIT NAME
-------------

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) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.

(a)(7) 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).

(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.

SC TO-I 6th “Page” of 35 TOC 1st Previous Next ↓Bottom Just 6th
EXHIBIT (A)(1) - OFFER TO PURCHASE
----------------------------------

PARIS CORPORATION

OFFER TO PURCHASE FOR CASH
ANY AND ALL SHARES OF ITS COMMON STOCK
AT A PURCHASE PRICE OF $4.50 NET PER SHARE

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME ON MARCH 5, 2002 UNLESS THE OFFER IS EXTENDED.

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 BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD "), BY UNANIMOUS VOTE, HAS
DETERMINED THAT THE OFFER IS FAIR TO, AND IN THE BEST INTERESTS OF, THE PUBLIC
STOCKHOLDERS, AND RECOMMENDS THAT THE STOCKHOLDERS ACCEPT THE OFFER AND TENDER
THEIR SHARES PURSUANT TO THE OFFER.

The Shares are traded on Nasdaq SmallCap Market ("Nasdaq") under the ticker
symbol PBFI. On January 9, 2002, the last day the Shares were traded on Nasdaq
before the announcement of the Offer, the last reported sales price of the
Shares on Nasdaq was $3.35 per Share.

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
FAIRNESS OR MERITS OF SUCH TRANSACTION OR THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The Information Agent for the Offer is:
[Logo of]
MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
or
CALL TOLL-FREE (800) 322-2885

Email: proxy@mackenziepartners.com

January 31, 2002

SC TO-I 7th “Page” of 35 TOC 1st Previous Next ↓Bottom Just 7th
CONTENTS

PAGE
----

SUMMARY TERM SHEET 1
SPECIAL FACTORS. 8
1. Background and Purpose of the Offer; Certain Effects
of the Offer; Plans of the Company After the Offer 8
2. Rights of Stockholders in the Event of the Second-Step
Transaction. 14
3. Position of the Board; Fairness
of the Offer 14
4. Opinion of Wharton Valuation Associates, Inc 16
5. Interests of Certain Persons in the Offer and the
Second-Step Transaction. 21
6. Beneficial Ownership of Shares 23
7. Fees and Expenses. 24

THE TENDER OFFER 25
1. Terms of the Offer; Expiration Date. 25
2. Acceptance for Payment and Payment for Shares. 26
3. Procedures for Accepting the Offer and Tendering
Shares 27
4. Withdrawal Rights. 30
5. Certain Federal Income Tax Consequences. 31
6. Price Range of Shares; Dividends 33
7. Certain Information Concerning the Company 33
8. Financing of the Offer and the Second-Step
Transaction. 42
9. Dividends and Distributions. 43
10. Effect of the Offer on the Market for the Shares;
Nasdaq Listing and Exchange Act Registration 43
11. Certain Conditions of the Offer. 44
12. Certain Legal Matters and Regulatory Approvals 46
13. Fees and Expenses. 47
14. Miscellaneous. 48

SCHEDULE I - DIRECTORS AND EXECUTIVE OFFICERS OF THE
COMPANY. I-1

SCHEDULE II - SUMMARY OF STOCKHOLDER DISSENTERS' RIGHTS
AND TEXT OF SECTION 1930 AND SUBCHAPTER D OF THE
PENNSYLVANIA BUSINESS CORPORATION LAW II-1

SCHEDULE III - OPINION OF WHARTON VALUATION ASSOCIATES. III-1

SC TO-I 8th “Page” of 35 TOC 1st Previous Next ↓Bottom Just 8th
SUMMARY TERM SHEET

We are offering to purchase all the outstanding shares of our common stock at a
price, net to the seller in cash, of $4.50 per share. Through a question and
answer format, this Summary Term Sheet will explain to you, the common
stockholders of Paris Corporation, the important terms of the proposed
transaction. This explanation will assist you in deciding whether to tender your
shares to Paris Corporation. This Summary Term Sheet serves only as an
introduction, and we urge you to carefully read the remainder of this Offer to
Purchase and the accompanying Letter of Transmittal in order to fully educate
yourself on the details of the proposed tender offer. Cross-referenced text
refers to sections within this Offer to Purchase, unless otherwise noted.

Q: WHO IS OFFERING TO BUY MY SHARES OF STOCK?

A: Paris Corporation, a Pennsylvania corporation, is offering to buy back its
own common stock in a self-tender offer. See "The Tender Offer -- Certain
Information Concerning the Company."

Q: WHAT SECURITIES AND AMOUNTS OF SECURITIES ARE SOUGHT IN THE OFFER?

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, Gerard M. Toscani, Senior Vice President of Paris Corporation, who
holds approximately 4.8% of the outstanding Common Stock, has indicated that he
will not tender his shares in the offer. Dominic P. Toscani, President and
Chief Executive Officer of Paris Corporation, has indicated that he will not
tender his shares in the event that a credit facility, for which Paris
Corporation currently is negotiating, is not obtained for any reason by the
Expiration Date. Dominic P. Toscani owns or controls approximately 44.9% of the
outstanding Common Stock and is the father of Gerard M. Toscani. See "The Tender
Offer -- Terms of the Offer; Expiration Date."

Q: HOW MUCH IS PARIS CORPORATION OFFERING TO PAY AND WHAT IS THE FORM OF
PAYMENT?

A: We are offering to pay $4.50 per share in cash, without interest. See
"The Tender Offer -- Terms of the Offer; Expiration Date."

Q: DOES THE COMPANY HAVE THE FINANCIAL RESOURCES TO PAY FOR THE SHARES?

A: Yes. Paris Corporation will fund the offer from available cash and from the
anticipated proceeds of a new credit facility which is expected to be finalized
in February 2002. In the event Paris Corporation does not obtain the new credit
facility for any reason, Dominic P. Toscani, Chairman of the Board and President
of Paris Corporation, will not tender his shares. See "The Tender Offer --
Financing of the Offer and the Second-Step Transaction."

Q: WHAT IS THE PURPOSE OF THE OFFER?

A: The offer represents the first step in taking us private. After completion of
the offer, Paris Corporation intends to propose a Second-Step Transaction,
either 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. The Second-Step Transaction may
require approval by our stockholders, depending on the nature of the Second-Step
Transaction. Because Gerard M. Toscani and Dominic P. Toscani currently own or
control approximately 49.7% of our 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.

Q: IS THE COMPANY'S FINANCIAL CONDITION RELEVANT TO MY DECISION ON WHETHER TO
TENDER IN THE OFFER?

A: Because tendering your shares in the offer will end your ownership interest
in Paris Corporation, including the chance to receive any possible future
dividends or other payments with respect to the common stock, our financial
condition may be relevant to your decision whether to tender your shares in the
offer. We have provided certain of our summary financial information in "The
Tender Offer -- Certain Information Concerning the Company."

Q: HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER IN THE OFFER?

A: You have until 12:00 Midnight, New York City time, on the expiration date of
March 5, 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. After making these purchases, we may continue for a limited
period of time to purchase additional shares submitted to us. Alternatively,
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."

Q: HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED?

A: If the Offer is extended past March 5, 2002, we will make a public
announcement of the new expiration date. See "The Tender Offer -- Terms of the
Offer; Expiration Date."

Q: WHAT ARE THE MOST SIGNIFICANT CONDITIONS OF THE OFFER?

A: We are not obligated to purchase any shares which are validly tendered if,
among other things:

- a lawsuit or similar action is threatened or instituted against us challenging
the offer or, in our view, resulting or having the potential to result in a
materially adverse effect on us,

- we believe acceptance for payment of the tendered shares would be illegal,

- any person proposes a tender or exchange offer for any of our shares, or

- we believe there are events which have or may have a materially adverse
effect on us.

We reserve the right to waive any of the above conditions. For other conditions
to the Offer See "The Tender Offer -- Certain Conditions of the Offer."

Q: CAN PARIS CORPORATION AMEND THE TERMS OF THE TENDER OFFER?

A: We reserve the right, in our sole discretion, to amend the tender offer in
any respect. See "The Tender Offer -- Terms of the Offer; Expiration Date."

Q: HOW DO I FIND OUT IF PARIS CORPORATION AMENDS THE TERMS OF THE TENDER
OFFER?

A: We will announce any amendment to the tender offer by making a public
announcement of the amendment. We will announce any extension no later than 9:00
a.m., New York City time, on the next business day after the last previously
scheduled or announced expiration date. In the event of a termination or
postponement of the tender offer, we will also give written or oral notice to
the Depositary.

Q: HOW DO I TENDER MY SHARES?

A: If you hold your shares "of record," you can tender your shares by completing
and sending the enclosed Letter of Transmittal , along with any other documents
required by the Letter of Transmittal, and your stock certificates to the
Depositary, Mellon Investor Services LLC, at the address listed on the enclosed
Letter of Transmittal. See "The Tender Offer -- Procedures For Accepting the
Offer and Tendering Shares." If your broker holds your shares in "street name"
for you, you must direct your broker to tender. Please contact your broker.

Q: UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES?

A: You can withdraw tendered shares at any time prior to the expiration date of
March 5, 2002. If the expiration date is extended, you can withdraw tendered
shares at any time prior to the new expiration date. See "The Tender Offer --
Withdrawal Rights."

Q: HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES?

A: You can withdraw shares that you have already tendered by sending a timely
notice of withdrawal to the Depositary at the address listed on the enclosed
Letter of Transmittal. See "The Tender Offer -- Withdrawal Rights."

Q: WHAT DOES THE BOARD OF DIRECTORS THINK OF THE OFFER?

A: The Board of 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 shareholders. In coming to its conclusion, the
Board took into account the costs of remaining a public company, the fact that
we were not able to realize the benefits associated with being a public company,
the difficulty in obtaining viable proposals for the purchase of our company,
the interest and stated intent of Gerard M. Toscani, Dominic P. Toscani and
Frank A. Mattei, who collectively own or control approximately 78.3% of the
common stock, in taking the company private, the offer price which is
significantly higher than the recent market price of our common stock and the
Second-Step Transaction at the same price. 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."

Although Gerard M. Toscani and Dominic P. Toscani also believe that the offer is
fair to the public stockholders, they did not participate in the Board vote on
the offer and they are not making a recommendation to the stockholders because
of their conflict of interest.

SC TO-I 9th “Page” of 35 TOC 1st Previous Next ↓Bottom Just 9th
Q: DID THE BOARD RECEIVE ANY OPINIONS, APPRAISALS, OR REPORTS REGARDING THE
FAIRNESS OF THE OFFER?

A: Yes. The Board received a written opinion, dated November 27, 2001, from
Wharton Valuation Associates, Inc. to the effect that, as of that date and based
on and subject to the assumptions and limitations contained in the opinion, the
price per share of $4.50 to be received in the offer was fair, from a financial
point of view, to the holders of shares of our company's common stock.

Q: WILL PARIS CORPORATION CONTINUE AS A PUBLIC COMPANY?

A: No. The offer is the first step in a two-step going-private transaction.
Gerard M. Toscani has advised us that, if the offer is consummated, he intends
to pursue a Second-Step Transaction in which the remaining public shareholders
would receive cash for their shares and he, either alone or together with
Dominic P. Toscani, would own 100% of the company. As a result, we will no
longer be publicly owned.

If, for some reason, the Second-Step Transaction does not occur, it is
nevertheless likely that the shares will no longer be listed on Nasdaq and that
the company will no longer file reports with the Securities and Exchange
Commission. Under these circumstances, we would become a private company with
all remaining stockholders holding a minority equity position, other than Gerard
M. Toscani and, in the event the new credit facility is not obtained by Paris
Corporation, Dominic P. Toscani. See "SPECIAL FACTORS -- Background and Purpose
of the Offer; Certain Effects of the Offer; Plans of the Company after the
Offer" and "SPECIAL FACTORS -- Rights of Stockholders in the Event of the
Second-Step Transaction."

Q: IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES?

A: Stockholders not tendering in the offer will receive in the Second-Step
Transaction, if it occurs, the same amount of cash per share which they would
have received had they tendered their shares in the offer. Therefore, if the
Second-Step Transaction takes place, the difference to you between tendering
your shares and not tendering your shares is that you will be paid earlier if
you tender your shares in the offer. If the offer is consummated, and the number
of shares owned by Gerard M. Toscani, individually or with Dominic P. Toscani,
is greater than 90% of the then outstanding shares (excluding those shares
purchased by the Company in the Offer and either held as treasury shares or
cancelled), then a Second-Step Transaction could immediately commence between
Paris Corporation. and an entity to be formed, which will be wholly owned by the
Gerard M. Toscani, and possibly Dominic P. Toscani, without soliciting approval
of the stockholders. See "SPECIAL FACTORS -- Rights of Stockholders in the Event
of the Second-Step Transaction."

Q: WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE?

A: On January 9, 2002, the last trading day before the announcement of the
tender offer for $4.50 per share, the closing market price of our common stock
on The Nasdaq SmallCap Market was $3.35 per share. We advise you to obtain a
recent quotation for our common stock in deciding whether to tender your shares.
See "TENDER OFFER -- Price Range of Shares; Dividends."

Q: IF I OBJECT TO THE PRICE BEING OFFERED, WILL I HAVE APPRAISAL RIGHTS?

A: You will not have appraisal rights in the tender offer. However, if the
Second-Step Transaction is a merger, you may elect not to tender your shares,
dissent from the merger and have the fair value of your shares paid to you in
cash provided that you comply with the applicable provisions of the Pennsylvania
Business Corporation Law. See "SPECIAL FACTORS -- Rights of Stockholders in the
Event of the Second-Step Transaction."

Q: WHO CAN I TALK TO IF I HAVE QUESTIONS ABOUT THE TENDER OFFER?

A: If you have more questions about the tender offer, you should contact the
information agent for the Offer:

[Logo of:]
MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
or
CALL TOLL-FREE (800) 322-2885

Email: proxy@mackenziepartners.com

SC TO-I 10th “Page” of 35 TOC 1st Previous Next ↓Bottom Just 10th
IMPORTANT

Any stockholder desiring to tender all or any portion of such stockholder's
shares should either (1) complete and sign the Letter of Transmittal in
accordance with the instructions in the Letter of Transmittal and mail or
deliver it and any other required documents to the Depositary and either deliver
the certificate(s) evidencing the tendered shares to the Depositary along with
the Letter of Transmittal or deliver such shares pursuant to the procedure for
book-entry transfer set forth in "The Tender Offer -- Procedures for Accepting
the Offer and Tendering Shares" or (2) request such stockholder's broker,
dealer, commercial bank, trust company or other nominee to effect the
transaction for such stockholder. Any stockholder whose shares are registered in
the name of a broker, dealer, commercial bank, trust company or other nominee
must contact such broker, dealer, commercial bank, trust company or other
nominee if such stockholder desires to tender such shares.

Any stockholder who desires to tender shares and whose certificates evidencing
such shares are not immediately available, or who cannot comply with the
procedure for book-entry transfer on a timely basis, may tender such shares by
following the procedure for Guaranteed Delivery set forth in "The Tender Offer
-- Procedures for Accepting the Offer and Tender Shares."

TO PROPERLY TENDER SHARES, STOCKHOLDERS MUST VALIDLY COMPLETE THE LETTER OF
TRANSMITTAL.

Questions or requests for assistance may be directed to the Information Agent at
its address and telephone number set forth below. Additional copies of this
Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed
Delivery may also be obtained from the Information Agent or from brokers,
dealers, commercial banks or trust companies.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED IN THIS
OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL. IF MADE OR GIVEN, SUCH
RECOMMENDATION AND SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE COMPANY.

The Information Agent for the Offer is:

[Logo of:]

MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
or
CALL TOLL-FREE (800) 322-2885

Email: proxy@mackenziepartners.com

SC TO-I 11th “Page” of 35 TOC 1st Previous Next ↓Bottom Just 11th
INTRODUCTION

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"). Although the Offer is being made to all holders of
Shares, Gerard M. Toscani, Senior Vice President of Paris Corporation, has
advised the Company that he does not intend to tender any Shares pursuant to the
Offer. See "The Tender Offer -- Terms of the Offer, Expiration Date." Dominic P.
Toscani, Sr., the President, Chief Executive Officer and Chairman of the Board
of Directors of the Company, and Frank A. Mattei, a Director, who collectively
own or control approximately 76.3 percent of the outstanding common stock, have
indicated their present intention to tender the shares they beneficially own or
control, subject, in the case of Dominic P. Toscani, to the acquisition by Paris
Corporation of a new credit facility for which it currently is negotiating

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. All
Shares acquired in the Offer will be acquired at the Purchase Price. See "The
Tender Offer -- Terms of the Offer; Expiration Date."

THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE "THE TENDER
OFFER -- CERTAIN CONDITIONS OF THE OFFER," WHICH SETS FORTH IN FULL THE
CONDITIONS OF THE OFFER.

As of December 31, 2001, there were (a) 3,391,235 Shares issued and (b) 257,300
Shares reserved for future issuance pursuant to outstanding stock options. Prior
to the announcement of the Offer, there were approximately 122 holders of record
of the issued and outstanding Shares. Pursuant to the Offer, the Company seeks
to acquire all Shares issued and outstanding.

The Company believes that the public trading market for the Shares has been and
will continue to be characterized by low prices and low trading volume. For
these reasons, and because of the small stockholder base and other factors
described in this Offer to Purchase, the Company currently intends, to the
extent possible, to seek to delist its common stock from trading on the Nasdaq
SmallCap Market System ("Nasdaq") and terminate the registration of the Shares
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
following consummation of the Offer and the Second-Step Transaction (as defined
below). The purpose of the Offer is therefore to provide the holders of the
Shares with liquidity in light of the Company's intentions at a price which the
Board of Directors has determined to be fair. See "The Tender Offer -- Effect of
the Offer on the Market for Shares; Nasdaq listing and Exchange Act
Registration."

Pursuant to the Offer, the Company seeks to acquire all outstanding Shares. If
less than all such Shares are tendered pursuant to the Offer, Paris Corporation
will liquidate, or effect some other form of corporate transaction such that the
Shares not tendered would be converted into only the right to receive the Offer
Price in cash (the liquidation or such other form of corporate transaction, the
"Second-Step Transaction"). If necessary, the Company will seek stockholder
approval of the Second-Step Transaction in accordance with applicable laws.
Gerard M. Toscani and Dominic P. Toscani intend to vote all of their Shares in
favor of the Second-Step Transaction if a stockholder vote is required.

As part of the Offer, the Company accelerated the vesting of outstanding stock
options so that all such options are fully exercisable and will provide
optionees with the opportunity to surrender such options in exchange for payment
from the Company (subject to any applicable withholding taxes) in cash equal to
the product of (x) the total number of Shares subject to any such stock option
and (y) the excess of the Purchase Price over the exercise price per Share
subject to such stock option, without any interest thereon.

In determining whether to approve the Offer, the Board of Directors considered a
number of factors, several of which are listed below (see "Special Factors --
Position of the Company's Board; Fairness of the Offer"):

- The Company currently has a small stockholder base for a public company as
indicated by its stockholders of record, a number below the 300 minimum that
requires continued filing of periodic financial reports and other information
pursuant to the Exchange Act.

- The market for the Company's common stock provides limited liquidity for
stockholders to liquidate or add to their investments. Additionally, because of
the limited liquidity available, the Company has been unable to utilize
effectively the public equity capital markets as a source of financing.

- There are considerable costs associated with remaining a public company. In
addition to the time expended by the Company's management, the legal, accounting
and other expenses involved in the preparation, filing and dissemination of
annual and other periodic reports are considerable.

- The reporting requirements of public companies can lead to disclosure of
sensitive information, resulting in a competitive disadvantage in the
marketplace.

- The interest of Gerard Toscani and Dominic Toscani to take the company
private, based on the Offer an the Second-Step Transaction, at a Purchase Price
significantly higher than the recent market price of the Shares.

To determine whether the Offer Price to be paid to the Company's public
stockholders was fair, the Board of Directors relied on the written opinion
dated November 27, 2001, rendered by Wharton Valuation Associates, Inc., to the
effect that, subject to the limitations contained therein, the cash
consideration of $4.50 net per share to be received by the public stockholders
in the Offer is fair to the public stockholders from a financial point of view.
See "Special Factors-Opinion of Financial Adviser" for further information
concerning the opinion of the Financial Adviser.

THE BOARD OF DIRECTORS HAS DETERMINED THAT THE OFFER IS FAIR TO, AND IN THE BEST
INTERESTS OF, THE PUBLIC STOCKHOLDERS, AND RECOMMENDS THAT THE STOCKHOLDERS
ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.

The Company has filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Exchange Act an Issuer Tender Offer Statement on
Schedule TO ("Schedule TO"). The term, "Expiration Date," means 12:00 midnight,
New York City Time, on March 5, 2002, unless and until the Company, in its sole
discretion, shall have extended the period during which the Offer is open, in
which event the term "Expiration Date" shall mean the latest time and date at
which the Offer, as so extended by the Company, shall expire. See "The Tender
Offer -- 1. Terms of the Offer; Expiration Date."

The Purchase Price will be paid net to the tendering stockholder in cash,
without interest thereon, for all Shares purchased. Tendering stockholders who
hold Shares in their own name and who tender their Shares directly to the
Depositary will not be obligated to pay brokerage commissions, solicitation fees
or, subject to Instruction 6 of the Letter of Transmittal, stock transfer taxes
on the purchase of Shares by the Company 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 the brokers or banks and not directly to the Depositary.
HOWEVER, ANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE, SIGN
AND RETURN TO THE DEPOSITARY THE SUBSTITUTE FORM W-9 THAT IS INCLUDED AS PART OF
THE LETTER OF TRANSMITTAL MAY BE SUBJECT TO REQUIRED UNITED STATES FEDERAL
INCOME TAX BACK-UP WITHHOLDING OF 31% OF THE GROSS PROCEEDS PAYABLE TO THE
TENDERING STOCKHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. See "The Tender
Offer -- Certain Federal Income Tax Consequences."

On January 9, 2002, the last day the Shares were traded before the announcement
of the Offer, the last reported sales price of the Shares on Nasdaq was $3.35
per Share. See "The Tender Offer -- Price Range of Shares; Dividends."

THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
OFFER.

SPECIAL FACTORS

1. 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

Background of the Offer. Although the Company has been public for more than 15
------------------------
years, it has been disappointed for some time by the performance of its common
stock in the public market and, from time to time, has considered various
approaches to enhancing stockholder value and liquidity. These approaches have
included, among other things, stock splits, stock dividends, cash dividends, and
various combinations of the foregoing. In each instance, these alternatives,
(except for cash dividends issued in January 1999 and March 2000) have been
rejected on the basis of the Board's conclusion that, given the low price of the
Company's common stock, the small float for its shares, the limited number of
public shareholders, the limited or absent research coverage, the spotty
participation by institutions and the likely expense to be incurred, none of
these approaches would be likely to have the desired effect or would justify the
expense of implementation. In addition, serious consideration of these
alternatives had been deferred in recent years as a result of the Company's
operating losses in 1996, 1997 and 1998, which arose from declining sales and
the impact of new technologies in the Company's industry.

Although the Company returned to profitability in 1999 and continues to be
profitable, its stock price has ranged from approximately $2.00 to $3.70 per
share and has traded at volumes of approximately 1,400 shares per day for the
last twelve months. For many years, but particularly in this recent environment,
shareholders have urged the Company to consider ways of enhancing shareholder
value and improving liquidity. The Board considered a stock repurchase program,
but rejected it as likely to further reduce liquidity and require compliance
with the "going-private" rules under the Federal securities laws.

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. Representatives of Paris Corporation 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.

In early 2001, Gerard M. Toscani expressed his interest in purchasing the assets
of Paris Business Products, Inc. ("PBP"), a wholly-owned subsidiary and the
principal operating unit of Paris Corporation. Negotiations with Gerard M.
Toscani were conducted on behalf of Paris Corporation by Frank A. Mattei, who
owns approximately 31.4% of the Common Stock of Paris Corporation, and his
counsel. The parties to the negotiations discussed a purchase price for the
assets of PBP of between $5,5000,000 to $6,000,000. Upon further review of
alternative structures, it was determined by the parties, and by the Board, that
the present transaction, in which Paris Corporation redeems all of the Shares
other than those owned by Gerard M. Toscani, is preferable to the shareholders.

In order to complete the purchase of the Shares, Paris Corporation is attempting
to obtain a new credit facility in the approximate amount of $7,000,000. Gerard
M. Toscani presently is attempting to arrange a credit facility for Paris
Corporation for this purpose. It is anticipated that the prospective lender will
require a personal guarantee from Gerard M. Toscani. As of this date, a
commitment for the credit facility has not been obtained and there can be no
assurance that Paris Corporation will obtain such a facility, or that a credit
facility will be offered with terms that are deemed acceptable by Paris
Corporation. In the event that a new credit facility is not obtained by the
Expiration Date for any reason, Dominic P. Toscani will not tender his shares of
Common Stock.

Purpose of the Offer. The purpose of the Offer and the Second-Step Transaction
--------------------
is to provide the public stockholders with liquidity and a price for their
Shares that has not been available in the market for some time.

The Company believes that the public trading market for the Shares has been and
will continue to be characterized by low prices and low trading volumes. Since
early 1998 the Company's stock has only briefly traded above $3.00 per share and
has most frequently traded between $2.00 and $2.50 per share. During the last
year, average daily trading volume has been approximately 1,400 shares.
Additionally Dominic P. Toscani, Frank A. Mattei and Gerard M. Toscani own or
control approximately 81.1% of the issued and outstanding Shares and
consequently, only a relatively small percentage of Shares is available for
public trading. As a result, there is a limited market for the Shares and low
trading volumes make it difficult for stockholders to sell large blocks of
Shares. Low prices mean stockholders who wish to sell a small number of Shares
may receive only a nominal return after payment of commissions. The Company also
has been unable to utilize the Shares effectively for acquisitions or financing
because of the low market price and low trading volume and so has been unable to
realize one of the principal benefits of public ownership. The Offer provides
all of the stockholders with an opportunity to sell their Shares at a price
higher than those recently available in the public market and without the
liquidity limitations characterized by that market.

If less than all of the Shares owned by the public stockholders are tendered
pursuant to the Offer, the Company intends to implement the Second-Step
Transaction, 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.

If less than all of the Shares owned by the public stockholders are tendered
pursuant to the Offer, and for any reason the Second-Step Transaction does not
occur, the Company would have even fewer stockholders and a more limited trading
market. Under these circumstances, given the continuing costs of public
reporting and compliance, the Company will delist its stock from Nasdaq and seek
to terminate its registration under the Exchange Act since it has less than 300
holders of record. Following these steps, the Company would become a private
company and there would be no public market for the Company's stock. See "The
Tender Offer -- Effect of the Offer on the Market for the Shares; Nasdaq Listing
and Exchange Act Registration."

Certain Effects of the Offer; Plans of the Company After the Offer.
-----------------------------------------------------------------------------
Consummation of the Offer and, if necessary, the Second-Step Transaction will
permit Gerard Toscani, should he choose to do so, to receive the benefits that
result from ownership of the entire equity interest in the Company. Such
benefits include management and investment discretion with regard to the future
conduct of the business of the Company, the benefits of any profits generated by
operations and any increase in the Company's value. Similarly, Gerard Toscani
will also bear the risk of any decrease in the value of the Company.

Consummation of the Offer and, if necessary, the Second-Step Transaction will
also allow Gerard Toscani to recapitalize the Company by increasing its debt to
equity ratio, thereby leveraging his equity investment to a degree that might
not be appropriate for the Company as a public company. Such high leveraging
entails high risk to equity investors. Furthermore, high leveraging and
associated high debt service costs may have an adverse effect on earnings and
the value of the Company. The benefits and risks described in this section also
apply to Dominic Toscani in the event Paris Corporation does not obtain a new
credit facility by the Expiration Date and Dominic Toscani consequently does not
tender his shares.

The Second-Step Transaction could be implemented through a merger of the Company
with a corporation to be formed and wholly owned by Gerard Toscani. Under the
Pennsylvania Business Corporation Law ("PBCL") and the Company's certificate of
incorporation the approval of the Board and the affirmative vote of a majority
of the outstanding Shares are required to approve a merger at a meeting of the
stockholders. Gerard Toscani, who currently own approximately 4.3% 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 merger if it is
proposed and if a stockholder vote is required. Similarly, in the event Paris
Corporation does not obtain the new credit facility which it is presently in the
process of negotiating and Dominic Toscani consequently does not tender his
shares, he also intends to vote in favor of the merger if it is proposed and a
stockholder vote is required. Accordingly, it is anticipated that Gerard
Toscani, either alone or together with Dominic Toscani, will have sufficient
voting power to cause the approval and adoption of a merger immediately after
the Offer, without the affirmative vote of any other stockholders of the
Company. It is contemplated that the consideration payable to the public
stockholders in any Second-Step Transaction will be cash in an amount equal to
the Purchase Price. Under the PBCL, an entity that owns 90% or more of the
outstanding shares of another entity may effect a merger with such other entity
without submitting the merger to a vote of stockholders of the other entity (a
"short-form merger"). Accordingly, if either or both of the Toscanis' own 90% or
more of the Shares that remain outstanding after completion of the Offer, a
merger may be effected as a short-form merger, without a vote of the Company's
stockholders. If, however, the percentage of ownership of either or both of the
Toscanis' after completion of the Offer is less than 90% of the Shares then
outstanding, a vote of the Company's stockholders will be required under the
applicable laws, and a longer period of time may be required to effect a merger.
See "Special Factors -- Rights of Stockholders in the Event of the Second-Step
Transaction."

Following the Offer, the Shares will no longer be listed for trading on the
Nasdaq, and, since there are less than 300 record stockholders of the Company,
the registration of the Shares under the Exchange Act will be terminated.
Following the completion of the Offer and, if necessary, the Second-Step
Transaction, the Company may be dissolved. Following the Offer and the
Second-Step Transaction, there will be no publicly traded equity securities of
the Company outstanding and the Company will no longer file periodic reports
with the Commission. After the Second-Step Transaction the entire equity
interest will be owned by Gerard Toscani and, if the new credit facility is not
obtained for any reason, Dominic Toscani. See "The Tender Offer -- Effect of the
Offer on the Market for the Shares; Nasdaq Listing and Exchange Act
Registration" and "The Tender Offer -- Financing of the Offer and the
Second-Step Transaction."

2. RIGHTS OF STOCKHOLDERS IN THE EVENT OF THE SECOND-STEP TRANSACTION

No dissenter's or appraisal rights are available to stockholders in connection
with the Offer. However, if the Second-Step Transaction is implemented through a
merger, the stockholders who have not tendered their Shares will have certain
rights to dissent and demand appraisal of, and to receive payment in cash of the
fair value of their Shares.

If a dissenting stockholder were to exercise such appraisal rights in connection
with a merger, and if the Company and such stockholder were unable to agree on
the fair value of the Shares, a court would determine the fair value of the
Shares, as of the day prior to the date on which the stockholders' vote was
taken approving the merger. The fair value of the Shares would be paid in cash
to such dissenting stockholder. In determining the fair value of the Shares, the
court is required to take into account all relevant factors. Accordingly, such
determination could be based upon considerations other than, or in addition to,
the market value of the Shares, including, among other things, asset values and
earnings capacity.

THE FOREGOING SUMMARY OF THE RIGHTS OF DISSENTING STOCKHOLDERS DOES NOT PURPORT
TO BE A COMPLETE STATEMENT OF THE PROCEDURES TO BE FOLLOWED BY STOCKHOLDERS
DESIRING TO EXERCISE ANY AVAILABLE APPRAISAL RIGHTS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO THE FULL TEXT OF SECTION 1930 AND SUBCHAPTER D OF THE
PBCL INCLUDED IN SCHEDULE II ATTACHED HERETO. THE PRESERVATION AND EXERCISE OF
APPRAISAL RIGHTS REQUIRE STRICT ADHERENCE TO THE APPLICABLE PROVISIONS OF
SECTION 1930 AND SUBCHAPTER D OF THE PBCL.

3. POSITION OF THE BOARD; FAIRNESS OF THE OFFER

Position of the Board of Directors. On December 4, 2001, the Board of
---------------------------------------
Directors, by unanimous vote, approved the Offer. Dominic Toscani and Gerard
Toscani abstained from the vote. The Board determined that the Offer is fair to,
and in the best interests of, the stockholders and recommended that such public
stockholders accept the Offer. In reaching its determinations the Board
considered the following factors, each of which, in the view of the Board,
supported such determination:

a. the historical market prices and trading activity of the Shares, including
the fact that the average daily trading volume of the Shares for the past 12
months has been approximately 1,400 shares per day;

b. the opinion of Wharton Valuation Associates to the Board of Directors that
the consideration to be offered to the public stockholders is fair to such
stockholders from a financial point of view, and the report and analysis
presented by Wharton Valuation Associates, which included discussion and
analysis of historical trading performance of the Shares, discounted free cash
flow analysis based on the Company's historical and projected operating results,
comparable company analysis, comparable transactions analysis, control premium
analysis and book value liquidation value;

c. the market price for the Shares as compared to the performance of the
Company;

d. the small stockholder base of the Company, as indicated by its approximately
122 stockholders of record;

e. 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;

f. 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;

g. the structure of the going-private transaction, which is designed, among
other things, to result in the receipt by the public stockholders of cash
consideration at the earliest practicable time without any brokerage fees;

h. 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;

i. the difficulty in finding buyers of the Company, which made pursuit of this
strategic alternative impracticable;

j. the stated intent of the Gerard Toscani that, following the consummation of
the Offer, he would propose and pursue the Second-Step Transaction, which would
provide all remaining public stockholders with cash in the amount of the
Purchase Price for their Shares.

With respect to the matters contained in the opinion of Wharton Valuation
Associates, the Board of Directors reviewed the report and adopted the analysis
contained therein. The Board of Directors also considered the other factors set
forth herein in determining that the Offer is fair. In light of the number and
variety of factors that the Board considered in connection with their evaluation
of the Offer, they did not find it practicable to assign relative weights to the
foregoing factors, and, accordingly, did not do so.

In addition to the factors listed above, the Board of Directors considered the
fact that consummation of the Offer would eliminate the opportunity of the
stockholders, other than Gerard Toscani, 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."

In connection with its deliberations, the Board of Directors considered the
Company's liquidation value because the book value per Share of the Company on
November 30, 2001 exceeded the Purchase Price. Based on appraisals and other
estimates prepared by the Company, as well as advice from Wharton Valuation
Associates, the Board of Directors concluded that the liquidation value per
share was not greater than the Purchase Price.

The Board of Directors of the Company 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. The Board members, other than Gerard Toscani and Dominic Toscani who
abstained because of their conflict of interest, unanimously approved the Offer
and recommended the offer to the Shareholders. The Board, as well as Gerard
Toscani and Dominic Toscani, believe the Offer is fair to the other stockholders
based on (i) the conclusions and basis set forth above, 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.

4. OPINION OF WHARTON VALUATION ASSOCIATES, INC. ("WHARTON")

The summary set forth below does not purport to be a complete description of the
financial analysis performed by Wharton. Importantly, it should be noted that
the analysis must be considered as a whole and that selecting portions of its
analysis, without considering all analyses, or selecting part or all of the
summary below, without considering all factors and analyses, would create an
incomplete view of the processes underlying the analyses set forth in Wharton's
analysis.

In arriving at its opinion, among other things, Wharton:

- Performed business and financial due diligence with certain members of
senior management of the Company concerning topics such as the financial
condition, operating performance and the prospects of the Company;

- Reviewed certain publicly available business and financial information,
relating to the Company, deemed to be relevant, including reports on Form 10-K
for the three fiscal years ending September 30, 2000;

- Reviewed draft financial results for the fiscal year ending September 30,
2001;

- Reviewed estimated financial forecasts for the Company on a stand-alone
public company basis prepared and furnished by the Company's management for the
year ending September 30, 2002;

- Reviewed the historical prices and trading activity for the Company's
common stock;

- Compared certain financial data of the Company with certain financial and
securities data of companies deemed similar to the Company;

- Performed discounted cash flow analyses on the financial forecasts prepared
by the Company and supplemented by Wharton;

- Compared premiums paid relative to recent public market pre-announcement
trading prices to the Company's implied premium;

- Reviewed such other financial studies and analyses and took into account
such other matters deemed necessary, including Wharton's assessment of the
general economic condition.

In connection with its review, Wharton:

- Relied upon and assumed the accuracy and completeness of the financial and
other information provided to it by Paris Corporation or otherwise made
available to Wharton and did not attempt independently to verify such
information;

- Relied upon the assurance of the management of Paris Corporation that the
information provided to Wharton was prepared on a reasonable basis in accordance
with industry practice and, with respect to financial planning data, reflected
the best currently available estimates and judgment of Paris' management as to
the expected future financial performance of Paris, and that the management of
Paris was not aware of any information or facts that would make the information
provided to Wharton incomplete or misleading; and

- Did not perform any appraisals or valuations of specific assets or
liabilities of Paris and was not furnished with any such appraisals or
valuations.

The Wharton opinion was based on economic, monetary and market conditions
existing on, and the information made available to Wharton as of November 23,
2001.

The following is a summary of Wharton's financial analysis of Paris Corporation:

STOCK TRADING HISTORY:

Wharton reviewed the following trading history for Paris' Common Stock:

Stock Market NASDAQ
Stock Price (as of 11/23/01)
Close $ 3.10
Hi $ 3.10
Low $ 2.75
Last 30 - Days Traded(1) Average Close $ 3.00
Last 60 - Days Traded Average Close $ 3.20
Last 90 - Days Traded Average Close $ 3.02

In the 12-month period ending 11/24/01, the stock has traded at:

A Low of $ 1.75
A High of $ 3.75
An Average Trading Day Volume of 3,593 shares

In the 3-month period ending 11/23/01, the stock has traded at:

A Low of $ 2.50
A High of $ 3.50
An Average Trading Day(2) Volume of 2,723 shares
-----

-----------------------------------
(1) Paris Corporation's common stock did not trade every day NASDAQ was
open.
(2) Ibid.

PREMIUM PAID ANALYSIS:

Wharton also undertook an analysis of the premiums(3) paid in recent
acquisitions of groups of publicly held companies. This analysis examined the
median(4) premiums offered during the calendar years 1998 through 2000 for
transactions where the purchase price was $25 million or less and greater than
50.1% of the target shares were acquired. This analysis determined that the
median control premium offered during calendar year 2000 above the trading price
five days prior to the announcement of the offer was 42.9%. This analysis
further determined that the median control premium offered during calendar year
1999 above the trading price five days prior to the announcement of the offer
was 35.5%. And the median control premium offered during calendar year 1998
above the trading price five days prior to the announcement of the offer was
39.8%. The application of the above control premiums to Paris' closing stock
price on November 23, 2001, arrives at valuations for the Company's stock
ranging from $4.20 per share to $4.43 per share.

GUIDELINE COMPANY ANALYSIS:

Wharton compared selected financial data and ratios for the Forms Divisions
(herein defined as the combined financial results of the Custom Forms and Stock
Forms Divisions) and the Consumer Division of Paris to the corresponding
financial data and ratios for two groups of publicly traded companies. One
group consisted of companies primarily involved in the printing of forms and
conversion of paper products. The other group consisted of companies primarily
involved in the distribution of office supplies and products.

Forms Divisions:

The following tables summarize the valuation ratios derived from the guideline
company analysis of the Forms Industry:

PRINTED FORMS INDUSTRY AND PAPER CONVERSION INDUSTRY
DERIVATION OF GUIDELINE COMPANY VALUATION RATIOS

[Enlarge/Download Table]

TOTAL MARKET VALUE(5)/

Three Year
Weighted Three Year
Guideline Book Latest Year Latest Year Latest Year Avg.(8) Weighted Avg.
Company Capital Revenue E.B.I.T.(6) E.B.I.T.D.A.(7) E.B.I.T. E.B.I.T.D.A.
----------------------------------------------------------------------------------------------------------------

Ennis 151% 63% 6.6 4.5 6.7 4.7
Business
New England
Business 137% 71% 8.1 5.2 7.9 5.2
Standard 117% 47% 15.4 6.5 9.8 5.1
Register
Wallace 113% 58% 8.3 5.0 7.8 4.8
Computer
Mailwell 92% 46% 8.6 5.0 7.5 4.7

---------------------------------------------------------------------------------------------------------------
Lo 92% 46% 6.6 4.5 6.7 4.8
Hi 151% 71% 15.4 6.5 9.8 5.2
Median 117% 58% 8.3 5.0 7.8 4.8

-----------------------------------
(3) Premiums calculations are based on the seller's closing price five
business days before the initial announcement.
(4) Source: Mergerstat Review 2001. Calculation of median premium
excludes negative premiums.
(5) Total Market Value Defined as Market Value of Equity Plus Interest
Bearing Debt Plus Capitalized Lease Obligations Excluding Cash
Balances.
(6) Earning Before Interest and Taxes
(7) Earnings Before Interest, Taxes, Depreciation and Amortization
(8) Weighted Average

Wharton undertook a relative investment analysis which compared the various
operating and investment attributes of the group of printed forms industry
guideline companies to the operating and investment attributes of the Forms
Divisions. Wharton determined that each of the guideline companies ranked
substantially superior to the Forms Divisions in terms of investment attributes.
Specifically, each of the guideline companies possess significantly greater long
term growth prospects than the Forms Division and each of the guideline
companies have far more diversified, and a greater array of value added product
offerings. Furthermore, each of the guideline companies have demonstrated
superior operating profitability (as measured by operating margin and operating
cash flow margin) than the Forms Divisions. And with the exception of Standard
Register, each of the guideline companies have demonstrated superior historical
growth in revenues and operating cash flow, relative to the Forms Divisions.

Based upon its relative investment analysis, Wharton determined the following
valuation ratios appropriate to reflect the relative investment appeal of the
Forms Division to the publicly traded companies identified as being primarily
involved in the printing of forms and conversion of paper products:

Total Market Value/ Valuation Ratio
--------------------- ----------------
Book Value 86%
Latest Year Revenue 23%
Latest Year E.B.I.T. 6.2
Latest Year E.B.I.T.D.A. 3.8
3 Yr. Weighted Avg. E.B.I.T. 5.9
3 Yr. Weighted Avg. E.B.I.T.D.A. 3.6

Wharton determined the implied value of the total capital of the Forms Divisions
to be $3.6 million. The deduction of debt and the cash deficit allocated to the
Forms Divisions arrived at an implied equity value of $1.9 million.

Consumer Division:

The following tables summarize the valuation ratios derived from the guideline
company analysis of the Consumer Industry:

OFFICE SUPPLY AND PRODUCTS DISTRIBUTION INDUSTRY
DERIVATION OF GUIDELINE COMPANY VALUATION RATIOS

TOTAL MARKET VALUE/

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THREE YEAR
Weighted Three Year
Guideline Book Latest Year Latest Year Latest Year Avg. Weighted Avg.
Company Capital Revenue E.B.I.T. E.B.I.T.D.A. E.B.I.T. E.B.I.T.D.A.
-------------------------------------------------------------------------------------------------------------------

Daisytek 112% 24% 11.4 9.2 12.8 9.8
Hunt Corp. 126% 42% 9.1 5.3 8.0 4.8
Dixon Ticon. 73% 59% 8.8 6.5 9.3 6.6
United
Stationers 155% 31% 6.7 5.6 6.5 5.6

-------------------------------------------------------------------------------------------------------------------
Lo 73% 24% 6.7 5.3 6.5 4.8
Hi 155% 59% 11.4 9.2 12.8 9.8
Median 119% 37% 9.0 6.0 8.6 6.1

Wharton compared the various operating and investment attributes of the group of
office supply and products distribution industry guideline companies to the
operating and investment attributes of Paris' Consumer Division. Wharton
determined that the Consumer Division compared most closely with United
Stationers in terms of markets served and products handled. However, Wharton
further determined that United Stationers operates at a higher level of
profitability (as measured by operating margin and operating cash flow margin)
than the Consumer Division. Wharton also determined that United Stationers is
far more diversified than the Consumer Division in terms of product offerings
and customer concentration. Specifically, during the latest fiscal year, the
Consumer Division derived approximately 60% of total revenue from two customers
and approximately 77% of total revenue from three customers. This high level of
customer concentration impounds substantial investment risk on the Consumer
Division.

Based upon its relative investment analysis, Wharton determined the following
valuation ratios appropriate to reflect the relative investment appeal of the
Consumer Division to the publicly traded companies identified as being primarily
involved in the office supply and products distribution industry:

Total Market Value/ Valuation Ratio
--------------------- ----------------
Book Value 126%
Latest Year Revenue 26%
Latest Year E.B.I.T. 5.4
Latest Year E.B.I.T.D.A. 4.6
3 Yr. Weighted Avg. E.B.I.T. 5.3
3 Yr. Weighted Avg. E.B.I.T.D.A. 4.5

Wharton determined the implied value of the total capital of the Consumer
Division to be in the range of $4.3 million. The deduction of debt and the cash
deficit allocated to the Consumer Division arrived at an implied indicator of
the equity value of the Consumer Division of $3.2 million.

DISCOUNTED CASH FLOW ANALYSIS:

Wharton also performed a discounted cash flow analysis on the prospective
operating results of the Forms Division and the Consumer Division, the purpose
of which was to calculate a range of equity valuations for each division based
on the present value of future cash flows of the divisions. Wharton used
financial forecasts for the Company prepared by management of Paris for the
fiscal year ending September 30, 2002. Beyond September 30, 2002, Wharton
prepared various alternative cash flow forecasts for each division based upon
alternative assumptions regarding long term growth rates. Wharton sensitized
the cash flow projections for alternative required rates of return on
investment. This analysis yielded a range of present values for the Forms
Division and the Consumer Division, which served to confirm the reasonableness
of implied valuation results derived by the guideline company analysis:

SC TO-I 12th “Page” of 35 TOC 1st Previous Next ↓Bottom Just 12th
OTHER VALUATION CONSIDERATIONS:

SIGNATURE CORPORATION:

Signature Corporation is a joint venture, 57% owned by Paris Corporation.
Signature distributes office products to the food and drug store markets. In
1999, Xerox Corporation tendered its' 13% minority ownership interest in
Signature for $1.0. Signature Corporation does not have any employees or
separate and distinct facilities. It relies upon Paris' sales, administrative
and management personnel to support its operations and service its customers.
The net book value of Paris' 57% ownership interest in Signature is $322,000.
In fiscal year 2001, Signature relied on one customer for approximately 30% of
its revenue and its top five customers for approximately 61% of revenue.
Although Signature earned $364,000(9) in fiscal year 2001, its four year(10)
average adjusted(11) earnings was approximately $64,000.

DELAWARE AND PENNSYLVANIA HOLDING CORPORATIONS

Based on the composition of the assets held by the Delaware and Pennsylvania
Holding Corporations. The net book value serves as a reasonable indicator of
the value of the Delaware and Pennsylvania Holding Corporations. The value of
the Delaware and Pennsylvania Holding Corporations are estimated to equal the
net book value of $10,999,350(12).

---------------------------------
(9) On a pretax basis. Signature has a significant net operating loss
carryforward which can be applied against future corporate income tax liability.
(10) 1999 information is based on ine months during which Signature posted a
loss of $32,000.
(11) Adjusted to reflect the elimination of $128,999 in other income in FY 2000
relating to the forgiveness of debt.
(12) Excludes the Company's interest in Signature Corporation.

OTHER ASSETS AND LIABILITIES:

RENTAL INCOME:

In Wharton's opinion, the present value of the income to be derived from the
rental of the excess warehouse space in the Company's Burlington, New Jersey
facility is estimated to be $300,000(13).

--------------------------------
(13) Expenses associated with the rental income have been reflected in the
valuation of the operating entities.

UNRECORDED RETIREMENT PACKAGE - CHIEF EXECUTIVE OFFICER:

The Company has awarded Dominic Toscani a retirement package with a value of
$1,032,000. The after tax value of this liability was estimated by Wharton to be
$681,000.

SUMMARY:

Taking all factors into consider, Wharton concluded that from a financial
perspective, the price of $4.50 per share for the common equity of Paris
Corporation to be fair.

This summary is not a complete description of the analysis performed by Wharton
but contains all material elements of the analysis. The preparation of a
fairness opinion involves determinations as to the most appropriate and relevant
methods of financial analysis and the application of these methods to the
particular circumstances. Therefore, such an opinion is not readily susceptible
to summary description. The preparation of a fairness opinion does not involve a
mathematical evaluation or weighting of the results of the individual analyses
performed, but requires Wharton to exercise its professional judgment, based on
its experience and expertise in considering a wide variety of analyses taken as
a whole. Each of the analyses conducted by Wharton was carried out in order to
provide a different perspective on the Offer and add to the total mix of
information available. Wharton did not form a conclusion as to whether any
individual analysis, considered in isolation, supported or failed to support an
opinion as to fairness. Rather, in reaching its conclusion, Wharton considered
the results of the analyses in light of each other and ultimately reached its
opinion based on the results of all analyses taken as a whole. Wharton did not
place particular reliance or weight on any particular analysis, but instead
concluded its analyses, taken as a whole, supported its determination.
Accordingly, notwithstanding the separate factors summarized above, Wharton
believes that its analyses must be considered as a whole and that selecting
portions of its analyses and the factors considered by it, without considering
all analyses and factors, may create an incomplete view of the evaluation
process underlying its opinion. No company or transaction used in the above
analyses as a comparison is directly comparable to the Company or the
contemplated transaction. In performing its analyses, Wharton made numerous
assumptions with respect to industry performance, business and economic
conditions and other matters. The analyses performed by Wharton are not
necessarily indicative of future actual values and future results, which may be
significantly more or less favorable than suggested by such analyses.

Wharton is regularly engaged in the valuation of businesses and their securities
in connection with various types of strategic combinations and acquisitions.
Wharton has received a fee for the rendering of the fairness opinion. In
addition, the Company has agreed to indemnify Wharton and its affiliates against
certain liabilities, including liabilities arising under applicable securities
laws and its out of pocket legal expenses in connection with any litigation
relating to the transaction.

Wharton was not retained as an advisor or agent to the Company shareholders or
any other person other than as an advisor to the Board of Directors. The Company
did not impose any restrictions or limitations upon Wharton with respect to the
investigations made or the procedures that Wharton followed in rendering its
opinion.

Wharton transmitted the results of these analyses to the Board on December 4,
2001.

5. INTERESTS OF CERTAIN PERSONS IN THE OFFER AND THE SECOND-STEP TRANSACTION

In considering the Offer and the fairness of the consideration to be received in
the Offer and the Second-Step Transaction, if it occurs, stockholders should be
aware that certain officers and directors of the Company have interests in the
Offer that are described below and which may present them with certain actual or
potential conflicts of interest.

As of December 31, 2001, Gerard Toscani and Dominic Toscani, both of whom are
directors and executive officers, owned or controlled 1,688,793 Shares
(excluding stock options), or 49.7% of the Shares. Gerard Toscani has advised
the Company that he does not intend to tender any Shares pursuant to the Offer.
If, for any reason, the company does not obtain the new credit facility it is in
the process of negotiating, Dominic Toscani will not tender his Shares. In such
event, even if only a small number of Shares are tendered in the Offer, Gerard
Toscani and Dominic Toscani will own more than a majority of the outstanding
Shares and, if acting together, will be able to control all matters requiring
approval of the Company's stockholders, including the election of directors and
the approval of any Second-Step Transaction. The Board was aware of these actual
and potential conflicts of interest and considered them along with the other
matters described under "Special Factors -- Position of the Company's Board;
Fairness of the Offer" and "Special Factors -- Beneficial Ownership of Shares."

As of December 31, 2001, directors other than Gerard Toscani and Dominic Toscani
beneficially own 1,102,843 Shares. Executive officers other than Gerard Toscani
and Dominic Toscani beneficially own 43,190 Shares, including options to
purchase 27,000 Shares, all of which have exercise prices less than the Purchase
Price. These directors and executive officers have advised the Company that they
intend to tender their Shares and options in the Offer, other than Shares
subject to options having exercise prices higher than the Purchase Price.

On November 8, 2001, the Board of Directors unanimously approved the transfer of
$1,032,000.00 of the company's funds to a Paris Corporation account for the
benefit of Dominic P. Toscani. The Board's action was in recognition of the
services rendered by Mr. Toscani as Chairman of the Board and President of Paris
Corporation since 1964. Mr. Toscani's employment agreement provides that upon
his resignation from Paris Corporation, he will receive all of the funds in the
account established for his benefit. Mr. Toscani has advised Paris Corporation
that he intends to resign as an officer and director of Paris Corporation upon
the tender of his Shares and the completion of this offer.

Except as described herein, based on the Company's records and on information
provided to the Company by its directors and executive officers, neither the
Company, nor any associate or subsidiary of the Company nor, to the best of the
Company's knowledge, any of the directors or executive officers of the Company,
nor any associates or affiliates of any of the foregoing, has effected any
transactions involving the Shares during the 60 business days prior to the date
hereof. Except as otherwise described herein, neither the Company nor, to the
best of the Company's knowledge, any of its affiliates, directors or executive
officers, is a party to any contract, arrangement, understanding or relationship
with any other person relating, directly or indirectly, to the Offer with
respect to any securities of the Company, including, but not limited to, any
contract, arrangement, understanding or relationship concerning the transfer or
the voting of any such securities, joint ventures, loan or option arrangements,
puts or calls, guarantees of loans, guarantees against loss or the giving or
withholding of proxies, consents or authorizations.

Under the PBCL, corporations organized under the laws of Pennsylvania are
permitted to indemnify their current and former directors, officers, employees
and agents under certain circumstances against certain liabilities and expenses
incurred by them by reason of their serving in such capacities. The Company's
Certificate of Incorporation and Bylaws provide that each director and officer
will be indemnified by the Company against liabilities and expenses incurred in
connection with any threatened, pending or completed legal action or proceeding
to which he or she may be made a party or threatened to be made a party by
reason of being a director of the Company or a predecessor company, or serving
any other enterprise as a director or officer at the request of the Company. The
Company's Bylaws provide that, to the fullest extent that limitations on the
liability of directors and officers are permitted by the PBCL, no director or
officer of the Company shall have any liability to the Company or its
stockholders for monetary damages. PBCL provides that a corporation's
certificate of incorporation may include a provision which eliminates or limits
the personal liability of its directors or officers to the corporation or its
stockholders for money damages for breach of fiduciary duty as a director if the
action in question was in good faith and in a manner reasonably believed to be
in, or not opposed to, the best interests of the corporation. Indemnification
may not be made in any case where the act or failure to act giving rise to the
claim for indemnification is determined by a court to have constituted willful
misconduct or recklessness. The Company has also purchased directors' and
officers' liability insurance for the benefit of these persons.

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6. BENEFICIAL OWNERSHIP OF SHARES

The following table sets forth certain information, as of December 31, 2001,
regarding the ownership of Shares by each person known by the Company to be the
beneficial owner of more than 5% of the outstanding Shares, each director of the
Company, each executive officer of the Company, and all executive officers and
directors of the Company as a group:

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AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP PERCENT
NAME AND ADDRESS(1) OF STOCKHOLDER . . . . . . . . . . . . . . (2) OF CLASS
---------------------------------------------------------------- --------------------- ---------

Dominic P. Toscani(3) and Nancy C. Toscani . . . . . . . . . . . 1,139,948 33.6%
Frank A. Mattei
1901 Walnut Street
Philadelphia, PA 19103 . . . . . . . . . . . . . . . . . . . . . 1,064,831 31.4%
The Caritas Foundation(4)
700 Hobbs Road
Wayne, PA 19087. . . . . . . . . . . . . . . . . . . . . . . . . 383,835 11.3%
Gerard M. Toscani(5) . . . . . . . . . . . . . . . . . . . . . . 165,010 4.8%
Palmer E. Retzlaff.. . . . . . . . . . . . . . . . . . . . . . . 11,000 *
Oscar Tete . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,012 *
John Petrycki. . . . . . . . . . . . . . . . . . . . . . . . . . 7,000 *
Gerald A. Sandusky . . . . . . . . . . . . . . . . . . . . . . . 11,000 *
All executive officers and directors as a group (6) (10 persons) 2,404,508 70.9%

*Less than 1%
(1) Unless otherwise indicated, the address of each of the stockholders is the
address of the Company.

(2) Beneficial ownership includes both voting and investment power.

(3) 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.

(4) 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.

(5) 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.

(6) Includes options currently exercisable individually and all officers as a
group (182,000).

7. FEES AND EXPENSES

The following is an estimate of expenses incurred or to be incurred in
connection with the Offer. Also see "The Tender Offer -- Fees and Expenses."

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. $128,389.00
====== ===========

THE TENDER OFFER

1. TERMS OF THE OFFER; EXPIRATION DATE

Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of such extension or
amendment), the Company will accept for payment and pay for all Shares validly
tendered prior to the Expiration Date (as hereinafter defined) and not withdrawn
in accordance with "The Tender Offer -- Withdrawal Rights" at a price of $4.50
per Share (the "Purchase Price"), net to the seller in cash, without interest
thereon. The term "Expiration Date" means 12:00 midnight, New York City time, on
March 5, 2002, unless and until the Company, in its sole discretion, shall have
extended the period during which the Offer is open, in which event the term
"Expiration Date" shall mean the latest time and date at which the Offer, as so
extended by the Company, shall expire.

The Company expressly reserves the right, in its sole discretion, at any time
and from time to time, to extend for any reason the period of time during which
the Offer is open, including the occurrence of any of the conditions specified
in "The Tender Offer -- Certain Conditions of the Offer," by giving oral or
written notice of such extension to the Depositary. During any such extension,
all Shares previously tendered and not withdrawn will remain subject to the
Offer, subject to the rights of a tendering stockholder to withdraw such
stockholder's Shares. See "The Tender Offer -- Withdrawal Rights."

Subject to the applicable regulations of the Commission, the Company also
expressly reserves the right, in its sole discretion, at any time and from time
to time, (i) to delay acceptance for payment of, or, regardless of whether such
Shares were theretofore accepted for payment, payment for, any Shares, pending
receipt of any regulatory approval specified in "The Tender Offer -- Certain
Legal Matters and Regulatory Approvals," (ii) to terminate the Offer and not
accept for payment any Shares upon the occurrence of any of the conditions
specified in "The Tender Offer -- Certain Conditions of the Offer" and (iii) to
waive any condition or otherwise amend the Offer in any respect, by giving oral
or written notice of such delay, termination, waiver or amendment to the
Depositary and by making a public announcement thereof. The Company acknowledges
that (i) Rule 13e-4(f) under the Exchange Act requires the Company to pay the
consideration offered or return the Shares tendered promptly after the
termination or withdrawal of the Offer and (ii) the Company may not delay
acceptance for payment of, or payment for (except as provided in clause (i) of
the first sentence of this paragraph), any Shares upon the occurrence of any of
the conditions specified in "The Tender Offer -- Certain Conditions of the
Offer" without extending the period of time during which the Offer is open.

Any such extension, delay, termination, waiver or amendment will be followed as
promptly as practicable by public announcement thereof, such announcement in the
case of an extension to be made no later than 9:00 a.m., New York City time, on
the next business day after the previously scheduled Expiration Date. Subject to
applicable law (including Rules 13e-3(e)(2), 13e-4(e)(2) and 13e-4(f) under the
Exchange Act, which require that material changes be promptly disseminated to
stockholders in a manner reasonably designed to inform them of such changes) and
without limiting the manner in which the Company may choose to make any public
announcement, the Company shall have no obligation to publish, advertise or
otherwise communicate any such public announcement other than by issuing a press
release to the Dow Jones News Service.

If the Company makes a material change in the terms of the Offer or other
information concerning the Offer, or if it waives a material condition of the
Offer, the Company will extend the Offer to the extent required by Rules
13e-3(e)(2), 13e-4(e)(2) and 13e-4(f) under the Exchange Act. The minimum period
during which an offer must remain open following material changes in the terms
of the Offer or information concerning the Offer, other than a change in price
or a change in the percentage of securities sought, will depend on the facts and
circumstances then existing, including the relative materiality of the changed
terms or information. With respect to a change in price or a change in the
percentage of securities sought, a minimum period of ten business days is
generally required to allow for adequate dissemination to stockholders and
investor response.

If, prior to the Expiration Date, the Company should decide to decrease the
number of Shares being sought or to increase or decrease the consideration being
offered in the Offer, such decrease in the number of Shares being sought or such
increase or decrease in the consideration being offered will be applicable to
all stockholders whose Shares are accepted for payment pursuant to the Offer
and, if at the time notice of any such decrease in the number of Shares being
sought or such increase or decrease in the consideration being offered is first
published, sent or given to holders of such Shares, the Offer is scheduled to
expire at any time earlier than the period ending on the tenth business day from
and including the date that such notice is first so published, sent or given,
the Offer will be extended at least until the expiration of such ten business
day period. For purposes of this Offer, a "business day" means any day other
than a Saturday, Sunday or federal holiday and consists of the time period from
12:01 a.m. through 12:00 midnight, New York City time.

Pursuant to Rule 14d-11, under the Exchange Act, the Company may, subject to
certain conditions, provide a subsequent offering period of from three business
days to twenty business days in length following the purchase of Shares on the
Expiration Date (the "Subsequent Offering Period"). The Company currently has no
intention to provide a Subsequent Offering Period but reserves the right to
provide for one if the Gerard Toscani either alone or together with Dominic
Toscani, owns less than 90% of the outstanding Shares following expiration of
the initial offering period. A Subsequent Offering Period is an additional
period of time, following the expiration of the Offer and the purchase of Shares
in the Offer, during which stockholders may tender Shares that had not been
purchased in the Offer. A Subsequent Offering Period is not an extension of the
Offer which already will have been completed. In the event the Company decides
to provide for a Subsequent Offering Period, it will notify the stockholders by
means of a public announcement.

During a Subsequent Offering Period, tendering stockholders will not have
withdrawal rights and the Company will promptly purchase and pay for any Shares
tendered at the same price paid in the Offer. Rule 14d-11 provides that the
Company may provide a Subsequent Offering Period so long as, among other things,
(i) the initial twenty business days period of the Offer has expired; (ii) the
Company offers the same form and amount of consideration for Shares in the
Subsequent Offering Period as in the Offer; (iii) the Company accepts and
promptly pays for all Shares tendered during the Offer prior to the Expiration
Date; (iv) the Company announces the results of the Offer, including the
approximate number and percentage of Shares deposited in the Offer, no later
than 9:00 a.m. New York City time on the next business day after the Expiration
Date and immediately begin the Subsequent Offering Period; and (v) the Company
immediately accepts and promptly pays for Shares as they are tendered during the
Subsequent Offering Period. In the event the Company elects to extend the
Subsequent Offering Period, the Company will notify the stockholders consistent
with the requirements of the Commission.

PURSUANT TO RULE 14D-7 UNDER THE EXCHANGE ACT, NO WITHDRAWAL RIGHTS APPLY TO
SHARES TENDERED DURING THE SUBSEQUENT OFFERING PERIOD. THE OFFER PRICE WILL BE
PAID TO STOCKHOLDERS TENDERING SHARES IN THE SUBSEQUENT OFFERING PERIOD.

This Offer to Purchase and the related Letter of Transmittal will be mailed to
record holders of Shares whose names appear on the Company's stockholder list
and will be furnished, for subsequent transmittal to beneficial owners of
Shares, to brokers, dealers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the stockholder
list or, if applicable, who are listed as participants in a clearing agency's
security position listing.

2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES

Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension or
amendment), the Company will accept for payment and pay for (and thereby
purchase) all Shares properly tendered and not properly withdrawn prior to the
Expiration Date. All questions as to the satisfaction of such terms and
conditions will be determined by the Company in its sole discretion, which
determination will be final and binding. See "The Tender Offer -- Terms of the
Offer; Expiration Date" and "-- Certain Conditions of the Offer."

Upon the terms and subject to the conditions of the Offer, promptly after the
latest to occur of (i) the Expiration Date and (ii) the satisfaction or waiver
of the conditions to the Offer set forth in "The Tender Offer -- Certain
Conditions of the Offer" the Company will accept for payment and pay a Purchase
Price of $4.50 per Share for any and all Shares properly tendered, and not
properly withdrawn. Subject to applicable rules of the Commission, the Company
expressly reserves the right to delay acceptance for payment of, or payment for,
Shares pending receipt of any regulatory approvals specified in "The Tender
Offer -- Certain Legal Matters and Regulatory Approvals" or in order to comply
in whole or in part with any other applicable law.

In all cases, payment for Shares tendered and accepted for payment pursuant to
the Offer will be made only after timely receipt by the Depositary of (i) the
certificates evidencing such Shares (the "Share Certificates") or timely
confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such
Shares into the Depositary's account at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the procedures set forth in "The
Tender Offer -- Procedures for Accepting the Offer and Tendering Shares," (ii)
the Letter of Transmittal, properly completed and duly executed, with any
required signature guarantees or, in the case of a book-entry transfer, an
Agent's Message (as defined below) in lieu of the Letter of Transmittal and
(iii) any other documents required under the Letter of Transmittal.

For purposes of the Offer, the Company will be deemed to have accepted for
payment (and thereby purchased) Shares validly tendered and not properly
withdrawn as, if and when the Company gives oral or written notice to the
Depositary of the Company's acceptance for payment of such Shares pursuant to
the Offer. Upon the terms and subject to the conditions of the Offer, payment
for Shares accepted for payment pursuant to the Offer will be made by deposit of
the purchase price therefor with the Depositary, which will act as agent for
tendering stockholders for the purpose of receiving payments from the Company
and transmitting such payments to tendering stockholders whose Shares have been
accepted for payment. Under no circumstances will interest on the purchase price
for Shares be paid, regardless of any delay in making such payment.

The Company will pay all stock transfer taxes, if any, payable on the transfer
to it of Shares purchased pursuant to the Offer. If, however, payment of the
Purchase Price is to be made to, or (in the circumstances permitted by the
Offer) if unpurchased Shares are to be registered in the name of, any person
other than the registered holder, or if tendered certificates are registered in
the name of any person other than the person signing the Letter of Transmittal,
the amount of all stock transfer taxes, if any (whether imposed on the
registered holder or the other person), payable on account of the transfer to
the person will be deducted from the Purchase Price unless satisfactory evidence
of the payment of the stock transfer taxes, or exemption therefrom, is
submitted. See Instruction 6 of the Letter of Transmittal.

3. PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES

In order for a holder of Shares validly to tender Shares pursuant to the Offer,
the Letter of Transmittal, properly completed and duly executed, together with
any required signature guarantees (or, in the case of a book-entry transfer, an
Agent's Message (as defined below) in lieu of the Letter of Transmittal) and any
other documents required by the Letter of Transmittal, must be received by the
Depositary at one of its addresses set forth on the back cover of this Offer to
Purchase and either (i) the Share Certificates evidencing tendered Shares must
be received by the Depositary at such address or such Shares must be tendered
pursuant to the procedure for book-entry transfer described below and a
Book-Entry Confirmation must be received by the Depositary (including an Agent's
Message if the tendering stockholder has not delivered a Letter of Transmittal),
in each case prior to the Expiration Date, or (ii) the tendering stockholder
must comply with the guaranteed delivery procedures described below. The term
"Agent's Message" means a message, transmitted by a Book-Entry Transfer Facility
to, and received by, the Depositary and forming a part of a Book-Entry
Confirmation, which states that such Book-Entry Transfer Facility has received
an express acknowledgment from the participant in such book-entry confirmation,
that such participant has received and agrees to be bound by the terms of the
Letter of Transmittal and that the Company may enforce such agreement against
such participant.

STOCKHOLDERS WHO HOLD 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 THE BROKERS OR BANKS AND NOT DIRECTLY TO THE
DEPOSITARY.

THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS,
INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION
AND RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY
WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED
MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL
CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

Book-Entry Transfer. The Depositary will establish accounts with respect to the
-------------------
Shares at the Book-Entry Transfer Facility for purposes of the Offer within two
business days after the date of this Offer to Purchase. Any financial
institution that is a participant in the system of Book-Entry Transfer Facility
may make a book-entry delivery of Shares by causing such Book-Entry Transfer
Facility to transfer such Shares into the Depositary's account at such
Book-Entry Transfer Facility in accordance with such Book-Entry Transfer
Facility's procedures for such transfer. However, although delivery of Shares
may be effected through book-entry transfer at a Book-Entry Transfer Facility,
either the Letter of Transmittal, properly completed and duly executed, together
with any required signature guarantees, or an Agent's Message in lieu of the
Letter of Transmittal, and any other required documents, must, in any case, be
received by the Depositary at one of its addresses set forth on the back cover
of this Offer to Purchase prior to the Expiration Date, or the tendering
stockholder must comply with the guaranteed delivery procedure described below.
DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY.

Signature Guarantees. Signatures on all Letters of Transmittal must be
---------------------
guaranteed by a firm that is a member of the Medallion Signature Guarantee
Program, or by any other "eligible guarantor institution," as such term is
defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing referred
to as an "Eligible Institution"), except in cases where Shares are tendered (i)
by a registered holder of Shares who has not completed either the box entitled
"Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on the Letter of Transmittal or (ii) for the account of an
Eligible Institution. If a Share Certificate is registered in the name of a
person other than the signer of the Letter of Transmittal, or if payment is to
be returned, to a person other than the registered holder(s), then the Share
Certificate must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name(s) of the registered holder(s) appear on
the Share Certificate, with the signature(s) on such Share Certificate or stock
powers guaranteed by an Eligible Institution. See Instructions 1 and 6 of the
Letter of Transmittal.

Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to the
-------------------
Offer and the Share Certificates evidencing such stockholder's Shares are not
immediately available or such stockholder cannot deliver the Share Certificates
and all other required documents to the Depositary prior to the Expiration Date,
or such stockholder cannot complete the procedure for delivery by book-entry
transfer on a timely basis, such Shares may nevertheless be tendered, provided
that all the following conditions are satisfied:

a. such tender is made by or through an Eligible Institution;

b. a properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form made available by the Company is received prior to the
Expiration Date by the Depositary as provided below; and

c. the Share Certificates (or a Book-Entry Confirmation) evidencing all tendered
Shares, in proper form for transfer, in each case together with the Letter of
Transmittal, properly completed and duly executed, with any required signature
guarantees, and any other documents required by the Letter of Transmittal are
received by the Depositary within three Nasdaq trading days after the date of
execution of such Notice of Guaranteed Delivery.

The Notice of Guaranteed Delivery may be delivered by hand or mail or
transmitted by telegram or facsimile transmission to the Depositary and must
include a guarantee by an Eligible Institution in the form set forth in the form
of Notice of Guaranteed Delivery made available by the Company.

In all cases, payment for Shares tendered and accepted for payment pursuant to
the Offer will be made only after timely receipt by the Depositary of the Share
Certificates evidencing such Shares, or a Book-Entry Confirmation of the
delivery of such Shares, and the Letter of Transmittal, properly completed and
duly executed, with any required signature guarantees, and any other documents
required by the Letter of Transmittal.

Determination of Validity. All questions as to the number of Shares to be
---------------------------
accepted, the validity, form, eligibility (including time of receipt) and
acceptance for payment of any tender of Shares will be determined by the Company
in its sole discretion, which determination shall be final and binding on all
parties. The Company reserves the absolute right to reject any and all tenders
determined by it not to be in proper form or the acceptance for payment of which
may, in the opinion of its counsel, be unlawful. The Company also reserves the
absolute right to waive any condition of the Offer or any defect or irregularity
in the tender of any Shares of any particular stockholder, whether or not
similar defects or irregularities are waived in the case of other stockholders.
No tender of Shares will be deemed to have been validly made until all defects
and irregularities have been cured or waived. None of the Company, the
Depositary, the Information Agent or any other person will be under any duty to
give notification of any defects or irregularities in tenders or incur any
liability for failure to give any such notification. The Company's
interpretation of the terms and conditions of the Offer (including the Letter of
Transmittal and the instructions thereto) will be final and binding.

Lost, Destroyed or Stolen Certificates. If any certificates for the Shares have
--------------------------------------
been lost, destroyed or stolen, stockholders should contact the Depositary
immediately at the address and telephone number set forth on the back cover of
this Offer to Purchase. In such event, the Depositary will forward additional
documentation necessary to be completed in order to surrender effectively such
lost, destroyed or stolen certificates. The Purchase Price with respect to the
relevant Shares will not be paid until the procedures for replacing lost,
destroyed or stolen certificates have been followed.

Other Requirements. By executing the Letter of Transmittal as set forth above,
-------------------
a tendering stockholder irrevocably appoints designees of the Company as such
stockholder's proxies, each with full power of substitution, in the manner set
forth in the Letter of Transmittal, to the full extent of such stockholder's
rights with respect to the Shares tendered by such stockholder and accepted for
payment by the Company (and with respect to any and all Shares or other
securities issued or issuable in respect of such Shares on or after January 10,
2002). All such proxies shall be considered coupled with an interest in the
tendered Shares. Such appointment will be effective when, and only to the extent
that, the Company accepts such Shares for payment. Upon such acceptance for
payment, all prior proxies given by such stockholder with respect to such Shares
(and such other Shares and securities) will be revoked without further action,
and no subsequent proxies may be given nor any subsequent written consent
executed by such stockholder (and, if given or executed, will not be deemed to
be effective) with respect thereto. The designees of the Company will, with
respect to the Shares for which the appointment is effective, be empowered to
exercise all voting and other rights of such stockholder as they in their sole
discretion may deem proper at any annual or special meeting of the Company's
stockholders or any adjournment or postponement thereof, by written consent in
lieu of any such meeting or otherwise.

TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING WITH RESPECT TO PAYMENT TO
CERTAIN STOCKHOLDERS OF THE PURCHASE PRICE OF SHARES PURCHASED PURSUANT TO THE
OFFER, EACH SUCH STOCKHOLDER MUST PROVIDE THE DEPOSITARY WITH SUCH STOCKHOLDER'S
CORRECT TAXPAYER IDENTIFICATION NUMBER AND CERTIFY THAT SUCH STOCKHOLDER IS NOT
SUBJECT TO BACKUP FEDERAL INCOME TAX WITHHOLDING BY COMPLETING THE SUBSTITUTE
FORM W-9 IN THE LETTER OF TRANSMITTAL. IF BACKUP WITHHOLDING APPLIES WITH
RESPECT TO A STOCKHOLDER, THE DEPOSITARY IS REQUIRED TO WITHHOLD 31% OF ANY
PAYMENTS MADE TO SUCH STOCKHOLDER. SEE INSTRUCTION 11 OF THE LETTER OF
TRANSMITTAL.

Tendering Stockholder's Representation and Warranty; Company's Acceptance
-------------------------------------------------------------------------------
Constitutes an Agreement. A tender of Shares pursuant to any of the procedures
-------------------------
described above will constitute the tendering stockholder's acceptance of the
terms and conditions of the Offer, as well as the tendering stockholder's
representation and warranty to the Company that (a) the stockholder has a "net
long position" (as defined in Rule 14e-4 promulgated by the Commission under the
Exchange Act) in the Shares or equivalent securities at least equal to the
Shares tendered within the meaning of Rule 14e-4 and (b) the tender of Shares
complies with Rule 14e-4. It is a violation of Rule 14e-4 for a person, directly
or indirectly, to tender Shares for that person's own account unless, at the
time of tender (including any extensions thereof), the person so tendering (i)
has a net long position equal to or greater than the amount of (x) Shares
tendered or (y) other securities immediately convertible into or exchangeable or
exercisable for the Shares tendered and will acquire the Shares for tender by
conversion, exchange or exercise and (ii) will deliver or cause to be delivered
the Shares in accordance with the terms of the Offer. Rule 14e-4 provides a
similar restriction applicable to the tender or guarantee of a tender on behalf
of another person. The Company's acceptance for payment of Shares tendered
pursuant to the Offer will constitute a binding agreement between the tendering
stockholder and the Company upon the terms and conditions of the Offer.

CERTIFICATES FOR SHARES, TOGETHER WITH A PROPERLY COMPLETED LETTER OF
TRANSMITTAL AND ANY OTHER DOCUMENTS REQUIRED BY THE LETTER OF TRANSMITTAL, MUST
BE DELIVERED TO THE DEPOSITARY AND NOT TO THE COMPANY. ANY SUCH DOCUMENTS
DELIVERED TO THE COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE
WILL NOT BE DEEMED TO BE PROPERLY TENDERED.

4. WITHDRAWAL RIGHTS

Tenders of Shares made pursuant to the Offer are irrevocable except that such
Shares may be withdrawn at any time prior to the Expiration Date and, unless
theretofore accepted for payment by the Company pursuant to the Offer, may also
be withdrawn at any time after March 5, 2002. If the Company extends the Offer,
is delayed in its acceptance for payment of Shares or is unable to accept Shares
for payment pursuant to the Offer, the Depositary may, nevertheless, on behalf
of the Company, retain tendered Shares, and such Shares may not be withdrawn
except to the extent that tendering stockholders are entitled to withdrawal
rights as described in this Section 4.

For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the back cover page of this Offer to Purchase.
Any such notice of withdrawal must specify the name of the person who tendered
the Shares to be withdrawn, the number of Shares to be withdrawn and the name of
the registered holder of such Shares, if different from that of the person who
tendered such Shares. If Share Certificates evidencing Shares to be withdrawn
have been delivered or otherwise identified to the Depositary, then, prior to
the physical release of such Share Certificates, the serial numbers shown on
such Share Certificates must be submitted to the Depositary and the signature(s)
on the notice of withdrawal must be guaranteed by an Eligible Institution,
unless such Shares have been tendered for the account of an Eligible
Institution. If Shares have been tendered pursuant to the procedure for
book-entry transfer as set forth in the "The Tender Offer -- Procedures for
Accepting the Offer and Tendering Shares," any notice of withdrawal must specify
the name and number of the account at the Book-Entry Transfer Facility to be
credited with the withdrawn Shares.

All questions as to the form and validity (including the time of receipt) or any
notice of withdrawal will be determined by the Company, in its sole discretion,
whose determination will be final and binding. None of the Company, the
Information Agent or any other person will be under any duty to give
notification of any defects or irregularities in any notice of withdrawal or
incur any liability for failure to give any such notification.

Any Shares properly withdrawn will thereafter be deemed not to have been validly
tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered
at any time prior to the Expiration Date by following one of the procedures
described in "The Tender Offer -- Procedures for Accepting the Offer and
Tendering Shares."

5. CERTAIN FEDERAL INCOME TAX CONSEQUENCES

Sales of Shares by stockholders pursuant to the Offer will be taxable
transactions for federal income tax purposes and may also be taxable
transactions under applicable state, local, foreign and other tax laws. This
summary is based upon laws, regulations, rulings and decisions now in effect,
all of which are subject to change, possibly retroactively. No ruling as to any
matter discussed in this summary has been requested or received from the
Internal Revenue Service. The federal income tax consequences to a stockholder
may vary depending upon the stockholder's particular facts and circumstances.

Under section 302 of the Internal Revenue Code of 1986, as amended (the "Code"),
a sale of Shares pursuant to the Offer will, as a general rule, be treated as a
sale or exchange if the receipt of cash upon such sale (a) is "substantially
disproportionate" with respect to the stockholder, (b) results in a "complete
redemption" of the stockholder's interest in the Company or (c) is "not
essentially equivalent to a dividend" with respect to the stockholder. If any of
those three tests is satisfied, a tendering stockholder will recognize gain or
loss equal to the difference between the amount of cash received by the
stockholder pursuant to the Offer and the stockholder's tax basis in the Shares
sold pursuant to the Offer. Recognized gain or loss will be capital gain or
loss, assuming the Shares are held as capital assets, which will be long-term
capital gain or loss if the Shares are held for more than one year. If you are a
certain type of entity or individual (including insurance companies, tax-exempt
organizations, financial institutions or broker dealers, foreign stockholders
and stockholders who acquired their shares upon the exercise of options or
otherwise as compensation) you may be subject to special rules not discussed
below.

Net capital gain recognized by an individual upon the sale of, or otherwise
attributable to, a capital asset that has been held for more than one year will
generally be subject to tax at a rate not to exceed 20%. Capital gain recognized
from the sale of, or otherwise attributable to, a capital asset held for one
year or less will be subject to tax at the ordinary income tax rates. Currently,
the highest ordinary income tax rate is 38.6%. In addition, capital gain
recognized by a corporate taxpayer will be subject to tax at the ordinary income
tax rates applicable to corporations. The deductibility of capital losses by
individuals and corporations is subject to certain limitations.

In determining whether any of the tests under section 302 of the Code are
satisfied, stockholders must take into account not only the shares of Common
Stock they actually own, but also any shares of Common Stock they are deemed to
own pursuant to the constructive ownership rules of section 318 of the Code.
Pursuant to those constructive ownership rules, a stockholder is deemed to own
Common Stock actually owned, and in some cases constructively owned, by certain
related individuals or entities, and any Common Stock that the stockholder has
the right to acquire by exercise of an option or by conversion or exchange of a
security. The receipt of cash will be "substantially disproportionate" with
respect to a stockholder if, among other things, the percentage of the
outstanding Common Stock actually and constructively owned by the stockholder
immediately following the sale of Shares pursuant to the Offer (treating as no
longer outstanding all Shares purchased pursuant to the Offer) is less than 80%
of the percentage of the outstanding Common Stock actually and constructively
owned by such stockholder immediately before the sale of Shares pursuant to the
Offer (treating as outstanding all Shares purchased pursuant to the Offer).
Stockholders should consult their tax advisors with respect to the application
of the "substantially disproportionate" test to their particular facts and
circumstances.

The receipt of cash by a stockholder will result in a "complete redemption" of
the stockholder's interest in the Company if all the Common Stock actually and
constructively owned by the stockholder is sold pursuant to the Offer or
otherwise and, if applicable, the stockholder is eligible to waive and does
effectively waive attribution of all Common Stock constructively owned by the
stockholder in accordance with section 302(c) of the Code.

Even if the receipt of cash by a stockholder fails to satisfy the "substantially
disproportionate" test and the "complete redemption" test such stockholder may
nevertheless satisfy the "not essentially equivalent to a dividend" test, if the
stockholder's sale of Shares pursuant to the Offer results in a "meaningful
reduction" in the stockholder's proportionate interest in the Company. Whether a
meaningful reduction has occurred and, therefore, whether the receipt of cash by
a stockholder will be "not essentially equivalent to a dividend," will depend
upon the individual stockholder's facts and circumstances. Stockholders
expecting to rely upon the "not essentially equivalent to a dividend" test
should therefore consult their tax advisors as to its application in their
particular situations.

If none of the three tests under section 302 is satisfied then, to the extent
the Company has sufficient earnings and profits, the tendering stockholder will
be treated as having received a dividend includible in gross income (and taxable
at ordinary income rates) in an amount equal to the entire amount of cash
received by the stockholder pursuant to the Offer (without any offset for such
shareholders tax basis in the Shares surrendered).

In the case of a corporate stockholder, if the cash paid is treated as a
dividend, the dividend income may be eligible for the 70% dividends-received
deduction. The dividends-received deduction is subject to certain limitations,
and may not be available if, among other things, the corporate stockholder does
not satisfy certain holding period requirements with respect to the Shares or if
the Shares are treated as "debt financed portfolio stock" within the meaning of
section 246A(c) of the Code. Generally, if a dividends-received deduction is
available, the dividend may be treated as an "extraordinary dividend" under
section 1059(a) of the Code, in which case such corporate stockholder's tax
basis in Shares retained by such stockholder would be reduced, but not below
zero, by the amount of the nontaxed portion of the dividend. Any amount of the
nontaxed portion of the dividend in excess of the stockholder's basis will
generally be treated as capital gain and will be recognized in the taxable year
in which the extraordinary dividend is received. If a redemption of Shares from
a corporate stockholder pursuant to the Offer is treated as a dividend as a
result of the stockholder's constructive ownership of other Common Stock that it
has an option or other right to acquire, the portion of the extraordinary
dividend not otherwise taxed because of the dividends-received deduction would
reduce the stockholder's adjusted tax basis only in its Shares sold pursuant to
the Offer, and any excess of such non-taxed portion over such basis would be
currently taxable as gain on the sale of such Shares. Except as may otherwise be
provided in applicable Treasury regulations, in the case of any redemption of
stock which is not pro rata as to all stockholders, any amount treated as a
dividend under the rules of section 302 of the Code is treated as an
extraordinary dividend without regard to the stockholder's holding period or the
amount of the dividend. Corporate stockholders should consult their tax advisors
as to the availability of the dividends-received deduction and the application
of section 1059 of the Code.

"Backup withholding" at a rate of 31% will apply to payments made to
stockholders pursuant to the Offer unless the stockholder has furnished its
taxpayer identification number in the manner prescribed in applicable Treasury
regulations, has certified under penalties of perjury that such number is
correct, has certified as to no loss of exemption from backup withholding and
meets certain other conditions. Any amounts withheld from a stockholder of
Shares under the backup withholding rules generally will be allowed as a refund
or a credit against such stockholder's United States federal income tax
liability, provided the required information is furnished to the IRS.

To avoid the imposition of the backup withholding, stockholders who are U.S.
persons should submit to the Depositary the Form W-9 included with the Letter of
Transmittal, and stockholders who are non-U.S. persons should submit to the
Depositary form W-8BEN. Stockholders should consult their tax advisors to
determine whether or not they will be treated as a U.S. person for purposes of
backup withholding.

THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY AND
IS BASED ON THE FEDERAL INCOME TAX LAW NOW IN EFFECT, WHICH IS SUBJECT TO
CHANGE, POSSIBLY RETROACTIVELY. THE TAX CONSEQUENCES OF A SALE PURSUANT TO THE
OFFER MAY VARY DEPENDING UPON, AMONG OTHER THINGS, THE PARTICULAR CIRCUMSTANCES
OF THE TENDERING STOCKHOLDER. NO INFORMATION IS PROVIDED HEREIN AS TO THE STATE,
LOCAL OR FOREIGN TAX CONSEQUENCES OF THE TRANSACTION CONTEMPLATED BY THE OFFER.
STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE
PARTICULAR FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF SALES MADE BY
THEM PURSUANT TO THE OFFER AND THE EFFECT OF THE RULES DESCRIBED ABOVE.

6. PRICE RANGE OF SHARES; DIVIDENDS

The Shares are listed and principally traded on the Nasdaq market under the
ticker symbol "PBFI." The following table sets forth, for the periods indicated,
the high and low sales prices per Share reported on the Nasdaq:

[Download Table]

HIGH LOW
------- ------

YEAR ENDED DECEMBER 31, 1999:
First Quarter.. . . . . . . . $2.4375 1.7500
Second Quarter. . . . . . . . 2.3125 2.0000
Third Quarter.. . . . . . . . 2.4375 2.0938
Fourth Quarter. . . . . . . . 2.2500 1.7500

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. As of December 31, 2001, the Shares were held
by approximately 122 stockholders of record.

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.

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7. CERTAIN INFORMATION CONCERNING THE COMPANY

Except as otherwise set forth herein, the information concerning the Company
contained in this Offer to Purchase, including financial information, has been
furnished by the Company.

General. The Company is a Pennsylvania corporation with its principal executive
offices located at 122 Kissel Road, Burlington, New Jersey 08016. The telephone
number of the Company at such offices is 609-387-7300. The Company 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.

Financial Information. Set forth on the following page is certain summary
financial information relating to the Company for the periods indicated. The
summary financial information set forth below has been derived from the audited
financial statements contained in the Company's Annual Report on Form 10-K for
the year ended September 30, 2001 (the "Form 10-K") which is incorporated herein
by reference. The financial information that follows is qualified in its
entirety by reference to such report and other documents, including the
financial statements and related notes contained therein. The Company's Forms
10-Q and Form 10-K and other such documents may be examined and copies may be
obtained from the offices of the Commission in the manner set forth below under
"Available Information."

SUMMARY FINANCIAL INFORMATION

Income Statement Data:
-----------------------
September 30, 2001
--------------------

Net Sales $ 43,049,923
Gross Profit 5,735,435
Other Expenses 4,346,344
Income from continuing operations 1,389,091
Income from continuing operations per share 0.42
Net Income 1,389,091
Basic Earnings Per Share 0.42
Weighted Average Number of Common Shares 3,270,535

Balance Sheet Data
--------------------
September 30, 2001
---------------------

Current assets $ 19,864,593
Total assets 22,241,746
Total liabilities 6,316,015

Shareholders' Equity:
---------------------
September 30, 2001
---------------------

Common Stock $ 15,751
Additional paid in capital 8,588,243
Accumulated other comprehensive income 41,800
Retained Earnings 9,772,959
Treasury stock -2,493,022
Shareholders' equity 15,925,731
Net Book Value per Common Share 4.87
Total Liabilities and Shareholders' Equity 22,241,746

Available Information. The Company is subject to the informational filing
requirements of the Exchange Act and, in accordance therewith, is required to
file periodic reports, proxy statements and other information with the
Commission relating to its business, financial condition and other matters.
Information as of particular dates concerning the Company's directors and
officers, their remuneration, stock options granted to them, the principal
holders of the Company's securities and any material interest of such persons in
transactions with the Company is required to be disclosed in proxy statements
distributed to the Company's stockholders and filed with the Commission. Such
reports, proxy statements and other information should be available for
inspection at the public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and also should be
available for inspection at the Commission's regional offices located at Seven
World Trade Center, 13th Floor, New York, New York 10048 and the Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such materials may also be obtained by mail, upon payment of the Commission's
customary fees, by writing to its principal office at 450 Fifth Street, N.W.,
Washington, D.C. 20549. These materials filed by the Company with the Commission
are also available at the Web site of the Commission at http://www.sec.gov.

SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS.

This Offer to Purchase contains certain forward-looking statements and
information relating to the Company that are based on the beliefs of management
as well as assumptions made by and information currently available to
management. Such forward-looking statements are principally contained in this
section and include, without limitation, the Company's expectation and estimates
as to the operating results for the years ended December 31, 2000 through
December 31, 2004 and the Company's business operations, including the
introduction of new products, future financial performance, including net sales
and earnings, cash flows from operations and capital expenditures. In addition,
in this and other portions of this Offer to Purchase, the words "anticipates,"
"believes," "estimates," "expects," "plans," "intends" and similar expressions,
as they relate to the Company or the Company's management, are intended to
identify forward-looking statements. Such statements reflect the current views
of the Company with respect to future events and are subject to certain risks,
uncertainties and assumptions. In addition to factors that may be described in
this Offer to Purchase, the following factors, among others, could cause the
actual results to differ materially from those expressed in any forward-looking
statements made by the Company: (i) seasonal and cyclical fluctuations in sales
in the company's industry; (ii) fluctuations in the price of raw materials,
(iii) difficulties or delays in developing and introducing new products or
failure of customers to accept new product offerings; (iv) changes in consumer
preferences and the ability of the Company to adequately anticipate such
changes; (v) the ability of the Company to maintain relationships with existing
dealers and develop relationships with new dealers; (vi) effects of and changes
in general economic and business conditions; (vii) actions by competitors,
including new product offerings and marketing and promotional successes; (viii)
the Company's ability to execute its business plan; and (ix) changes in business
strategy or new product lines. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described herein as anticipated,
believed, estimated or expected. The Company does not intend to update these
forward-looking statements.

8. FINANCING OF THE OFFER AND THE SECOND-STEP TRANSACTION

The total amount of funds required by the Company to consummate the Offer (and
to pay related fees and expenses estimated to be approximately $120,000.00)
assuming that all Shares not owned by Gerard M. Toscani are validly tendered and
not withdrawn, is approximately $15,433,000. The Company plans to finance the
Offer using available cash and borrowings from a new credit facility currently
under negotiation.

If obtained, the Company plans to repay the new credit facility when due through
internally generated funds.

9. DIVIDENDS AND DISTRIBUTIONS

If, on or after January 31, 2002, the Company should declare or pay any dividend
on the Shares or make any other distribution (including the issuance of
additional shares of capital stock pursuant to a stock dividend or stock split,
the issuance of other securities or the issuance of rights for the purchase of
any securities) with respect to the Shares that is payable or distributable to
stockholders of record on a date prior to the transfer to the name of the
Company on the Company's stock transfer records of the Shares purchased pursuant
to the Offer, then, without prejudice to the Company's rights under "The Tender
Offer -- Certain Conditions of the Offer," (i) the purchase price per Share
payable by the Company pursuant to the Offer will be reduced to the extent any
such dividend or distribution is payable in cash; and (ii) any non-cash
dividend, distribution or right shall be received and held by the tendering
stockholder for the account of the Company and will be required to be promptly
remitted and transferred by each tendering stockholder to the Depositary for the
account of the Company, accompanied by appropriate documentation of transfer.

10. EFFECT OF THE OFFER ON THE MARKET FOR THE SHARES; NASDAQ LISTING AND
EXCHANGE ACT REGISTRATION

The purchase of Shares by the Company pursuant to the Offer will reduce the
number of Shares that might otherwise trade publicly and will reduce the number
of holders of Shares, which could adversely affect the liquidity and market
value of the remaining Shares held by the public. If consummated, the Offer
alone, or the Offer followed by the Second-Step Transaction, would also result
in a change in the composition of the present board of directors of the Company
and a change in the capitalization of the Company.

The Shares are currently "margin securities" under the rules of the Board of
Governors of the Federal Reserve System (the "Federal Reserve Board"). Among
other things, this has the effect of allowing brokers to extend credit on the
collateral of such Shares. Depending upon factors similar to those described
above regarding listing and market quotations, it is likely that, following the
tender and purchase of the Shares pursuant to the Offer, the Shares will no
longer constitute "margin securities" for purposes of the Federal Reserve
Board's margin regulations. In such event, Shares could no longer be used as
collateral for margin loans made by brokers.

The Shares are currently registered under the Exchange Act, which requires,
among other things, that the Company furnish certain information to its
stockholders and to the Commission and comply with the Commission's proxy rules
in connection with meetings of the Company's stockholders. Registration of the
Shares under the Exchange Act will be terminated upon application by the Company
to the Commission if the Shares are not listed on a national securities exchange
and there are fewer than 300 holders of record of the Shares.

The termination of the registration of the Shares under the Exchange Act would
substantially reduce the information required to be furnished by the Company to
its stockholders and to the Commission and would render inapplicable certain
provisions of the Exchange Act, including requirements that the Company file
periodic reports (including financial statements), the requirements of Rule
13e-3 under the Exchange Act with respect to "going private" transactions,
requirements that the Company's officers, directors and ten-percent stockholders
file certain reports concerning ownership of the Company's equity securities and
provisions that any profit by such officers, directors and stockholders realized
through purchases and sales of the Company's equity securities within any
six-month period may be recaptured by the Company. In addition, the ability of
"affiliates" of the Company and other persons to dispose of Shares which are
"restricted securities" under Rule 144 under the Securities Act of 1933, as
amended (the "Securities Act"), may be impaired or eliminated. If registration
of the Shares under the Exchange Act were terminated, the Shares would no longer
be "margin securities" or eligible for listing on the Nasdaq, American Stock
Exchange or other similar exchanges. Except as disclosed in this section and
elsewhere in this Offer to Purchase, the Company has no other present plans or
proposals that relate to or would result in (i) the acquisition by any person of
additional securities of the Company, or the disposition of securities of the
Company, (ii) any extraordinary corporate transaction, such as a merger,
reorganization, liquidation or sale or transfer of a material amount of assets,
involving the Company, (iii) any material change in the present dividend policy
or indebtedness or capitalization of the Company, (iv) any other material change
in the Company's corporate structure or business, or (v) any change in the
Company's Certificate of Incorporation, bylaws or instruments corresponding
thereto or any other actions which may impede the acquisition of control of the
Company by any person.

The Company anticipates that following the Offer, Gerard M. Toscani will cause
the Company to change the composition of the Board of Directors by substantially
reducing the number of Directors. The persons who are presently officers of the
Company will continue in their same positions following consummation of the
Offer and the Second-Step Transaction, if it occurs.

11. CERTAIN CONDITIONS OF THE OFFER

Notwithstanding any other provision of the Offer, the Company shall not be
required to accept for payment or pay for any Shares tendered pursuant to the
Offer, and may terminate or amend the Offer and may postpone the acceptance for
payment of, and payment for, Shares tendered, if prior to the acceptance for
payment of Shares, any of the following conditions exist:

a. there shall have been threatened, instituted or pending any action or
proceeding by any government or governmental, regulatory or administrative
agency, authority or tribunal or any other person, domestic or foreign, before
any court, authority, agency or tribunal that directly or indirectly (i)
challenges the making of the Offer, the acquisition of some or all of the Shares
pursuant to the Offer or otherwise relates in any manner to the Offer, or (ii)
in the Company's reasonable judgment, could materially and adversely affect the
business, condition (financial or other), income, operations or prospects of the
Company and its subsidiaries, taken as a whole, or otherwise materially impair
in any way the contemplated future conduct of the business of the Company and
its subsidiaries or materially impair the contemplated benefits of the Offer to
the Company;

b. there shall have been any action threatened, pending or taken, or approval
withheld, or any statute, rule, regulation, judgment, order or injunction
threatened, proposed, sought, promulgated, enacted, entered, amended, enforced
or deemed to be applicable to the Offer or the Company or any of its
subsidiaries, by any court or any authority, agency or tribunal that, in the
Company's reasonable judgment, would or might directly or indirectly (i) make
the acceptance for payment of, or payment for, some or all of the Shares illegal
or otherwise restrict or prohibit consummation of the Offer, (ii) delay or
restrict the ability of the Company, or render the Company unable to accept for
payment or pay for some or all of the Shares, (iii) materially impair the
contemplated benefits of the Offer to the Company, or (iv) materially and
adversely affect the business, condition (financial or other), income,
operations or prospects of the Company and its subsidiaries, taken as a whole,
or otherwise materially impair in any way the contemplated future conduct of the
business of the Company and its subsidiaries;

c. there shall have occurred (i) any general suspension of trading in, or
limitation on prices for, securities on any national securities exchange or in
the over-the-counter market, (ii) the declaration of a banking moratorium or any
suspension of payments in respect of banks in the United States, (iii) the
commencement of a war, armed hostilities or other international or national
calamity directly or indirectly involving the United States, (iv) any limitation
(whether or not mandatory) by any governmental, regulatory or administrative
agency or authority on, or any event that, in the Company's reasonable judgment,
might affect, the extension of credit by banks or other lending institutions in
the United States, (v) any significant decrease in the market price of the
Shares or any change in the general political, market, economic or financial
conditions in the United States or abroad that could, in the reasonable judgment
of the Company, have a material adverse effect on the Company's business,
operations or prospects or the trading in the Shares, (vi) in the case of any of
the foregoing existing at the time of the commencement of the Offer, a material
acceleration or worsening thereof, or (vii) any decline in either the Dow Jones
Industrial Average or the Standard and Poor's Index of 500 Industrial Companies
by an amount in excess of 10% measured from the close of business on January 10,
2001;

d. a tender or exchange offer for any or all of the Shares (other than the
Offer), or any merger, business combination or other similar transaction with or
involving the Company or any subsidiary, shall have been proposed, announced or
made by any person;

e. (i) any entity, person or "group" (as that term is used in Section 13(d)(3)
of the Exchange Act) shall have acquired or proposed to acquire beneficial
ownership of more than 5% of the outstanding Shares (other than any such person,
entity or group who has filed a Schedule 13D or Schedule 13G with the Commission
on or before March 5, 2002), (ii) any such entity, group or person who has filed
a Schedule 13D or Schedule 13G with the Commission on or before the Expiration
Date shall have acquired or proposed to acquire beneficial ownership of an
additional 2% or more of the outstanding Shares, or (iii) any person, entity or
group shall have filed a Notification and Report Form under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or made a
public announcement reflecting an intent to acquire the Company or any of its
assets or securities other than in connection with a transaction authorized by
the Board of Directors of the Company;

f. any change or changes shall have occurred in the business, financial
condition, assets, income, operations, prospects or stock ownership of the
Company and its subsidiaries that, in the Company's reasonable judgment, is or
may have a material adverse significance to the Company or its subsidiaries,
taken as a whole; or

g. the Company (with the approval of a majority of the Board of Directors) shall
have agreed that the Company shall terminate the Offer or postpone the
acceptance for payment of or payment for Shares thereunder; which, in the
reasonable judgment of the Company in any such case, and regardless of the
circumstances giving rise to any such condition, makes it inadvisable to proceed
with such acceptance for payment or payment.

The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company regardless of the circumstances giving rise to any such
condition or may be waived by the Company in whole or in part at any time and
from time to time in its sole discretion. The failure by the Company at any time
to exercise any of the foregoing rights shall not be deemed a waiver of any such
right; the waiver of any such right with respect to particular facts and other
circumstances shall not be deemed a waiver with respect to any other facts and
circumstances; and each such right shall be deemed an ongoing right that may be
asserted at any time and from time to time.

12. CERTAIN LEGAL MATTERS AND REGULATORY APPROVALS

General. The Company is not aware of any license or other regulatory permit that
appears to be material to the business of the Company that might be adversely
affected by the acquisition of Shares by the Company pursuant to the Offer or of
any approval or other action by any domestic (federal or state) or foreign
governmental, administrative or regulatory authority or agency which would be
required prior to the acquisition of Shares by the Company pursuant to the
Offer. Should any such approval or other action be required, it is the Company's
present intention to seek such approval or action. The Company does not
currently intend, however, to delay the purchase of Shares tendered pursuant to
the Offer pending the outcome of any such action or the receipt of any such
approval (subject to the Company's right to decline to purchase Shares if any of
the conditions in "The Tender Offer -- Certain Conditions of the Offer" shall
have occurred). There can be no assurance that any such approval or other
action, if needed, would be obtained without substantial conditions or that
adverse consequences might not result to the business of the Company, or that
certain parts of the businesses of the Company, might not have to be disposed of
or held separate or other substantial conditions complied with in order to
obtain such approval or other action or in the event that such approval was not
obtained or such other action was not taken. The Company's obligation under the
Offer to accept for payment and pay for Shares is subject to certain conditions,
including conditions relating to the legal matters discussed in this Section 12.
See "The Tender Offer -- Certain Conditions of the Offer."

Antitrust. Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the rules that have been promulgated thereunder by the Federal
Trade Commission (the "FTC"), certain transactions may not be consummated unless
certain information has been furnished to the Antitrust Division of the
Department of Justice and the FTC and certain waiting period requirements have
been satisfied. The acquisition of Shares by the Company pursuant to the Offer,
however, is not subject to such requirements.

State Takeover Laws. The Company is incorporated under the laws of the
Commonwealth of Pennsylvania. In general, Section 2555 of the PBCL prevents an
"interested stockholder" (generally a person who beneficially owns, directly or
indirectly, shares entitling that person to cast at least 20% of the votes that
all shareholders would be entitled to cast in an election of directors, or an
affiliate or associate thereof that beneficially owned, directly or indirectly,
shares entitling that person to cast at least 20% of the votes that all
shareholders would be entitled to cast in an election of directors at any time
within the past five years) from engaging in a "business combination" (defined
to include mergers and certain other transactions) with a Pennsylvania
corporation for a period of three years following the date such person became an
interested stockholder unless, among other things, prior to the date the
interested stockholder became an interested stockholder, the board of directors
of the corporation approved either the business combination or the transaction
in which the interested stockholder became an interested stockholder. The
Company believes that the restrictions contained in Section 2555 of the PBCL
applicable to a "business combination" will not apply to the Offer or the Second
Step Transaction, if it occurs.

The Company conducts business and New Jersey and, to a lesser extent, in several
states in the United States, some of which have enacted takeover laws. The
Company does not believe that any state takeover statutes apply to the Offer and
has not currently complied with any state takeover statute or regulation. In the
event it is asserted that one or more state takeover laws is applicable to the
Offer or the Second Step Transaction, and an appropriate court does not
determine that it is inapplicable or invalid as applied to the Offer or the
Second-Step Transaction, the Company may be required to file certain information
with, or receive approvals from, the relevant state authorities. In addition, if
enjoined, the Company may be unable to accept for payment any Shares tendered
pursuant to the Offer or be delayed in continuing or consummating the Offer and
the Second-Step Transaction. In such case, the Company may not be obligated to
accept for payment any Shares tendered. See "The Tender Offer -- Certain
Conditions of the Offer."

Litigation. To the best knowledge of the Company, no lawsuits have been filed
relating to the Offer or the Second-Step Transaction.

13. FEES AND EXPENSES

Except as set forth below, the Company will not pay any fees or commissions to
any broker, dealer or other person for soliciting tenders of Shares pursuant to
the Offer.

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. Wharton has
not rendered investment banking or other advisory services to the Company in the
past, but it may render such services to the Company in the future.

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. No broker, dealer, commercial bank or trust company
has been authorized to act as the agent of the Company, the Information Agent or
the Depositary for purposes of the Offer. The Company will pay or cause to be
paid all stock transfer taxes, if any, on its purchase of Shares except as
otherwise provided in Instruction 6 in the Letter of Transmittal.

14. MISCELLANEOUS

The Company is not aware of any jurisdiction in which the making of the Offer is
prohibited by any administrative or judicial action pursuant to any valid state
statute. If the Company becomes aware of any valid state statute prohibiting the
making of the Offer or the acceptance of Shares pursuant thereto, the Company
will make a good faith effort to comply with any such state statute. If, after
such good faith effort, the Company cannot comply with any such state statute,
the Offer will not be made to (nor will tenders be accepted from or on behalf
of) the holders of Shares in such state. In any jurisdiction where the
securities, blue sky or other laws require the Offer to be made by a licensed
broker or dealer, the Offer shall be deemed to be made on behalf of the Company
by one or more registered brokers or dealers licensed under the laws of such
jurisdiction.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION
ON BEHALF OF THE COMPANY NOT CONTAINED IN THIS OFFER TO PURCHASE OR IN THE
LETTER OF TRANSMITTAL, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.

The Company has filed with the Commission a Tender Offer Statement on Schedule
TO under the Exchange Act, furnishing certain additional information with
respect to the Offer, and may file amendments thereto. Such Schedules and any
amendments thereto, including exhibits, may be inspected at, and copies may be
obtained from, the same places and in the same manner as set forth in "The
Tender Offer -- Certain Information Concerning the Company" (except that they
will not be available at the regional offices of the Commission).

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SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The following table sets forth the names and ages of the members of the Board of
Directors of the Company as of December 31, 2001 and the year in which they were
first elected directors of the Company. Unless a director has been appointed to
fill a vacancy or to fill a position that was created by increasing the number
of directors, each director serves for a term ending at the annual shareholders'
meeting following the annual meeting at which elected. Each director serves
until such director's successor is elected and qualified or until such
director's earlier death, resignation or removal. The Board of Directors
presently consists of seven members.

[Download Table]

Name and Age(1) Director Since Principal Occupations a
------------------ ----------------- Position with the Company
--------------------------

Dominic P. Toscani, Sr., 73 1964 President, Chief Executive
Officer, Treasurer and
Chairman of the Company since
1969

Palmer E. Retzlaff, 70 1993 President of Southwest Grain Co.,
Inc., Edinburg, TX since 1976

Frank A. Mattei, 82 1986 Orthopedic Surgeon. Former
Consultant to Company and
Principal Shareholder the past
five years

Oscar Tete, 76 1986 Retired, 1990. Previously,
Executive Vice President of
First Fidelity Bank, Burlington,
New Jersey since 1972

Gerard M. Toscani, 41 1992 Senior Vice President of the
Company since 1990 and
Secretary since 1997

John Petrycki, 61 1995 Retired, 1995. Previously
President and Chief Executive
Officer of PNC Bank,
Southcentral PA

Gerald A. Sandusky, 57 2000 Retired, 1999. Previously,
Defensive coordinator of Penn
State University Football since
1968. Founder and Chairman of
the Board of the Second Mile
Foundation.

(1) The address for each director is 122 Kissel Road, Burlington, New Jersey
08016, the address of the Company's principal executive offices.

SCHEDULE II

SUMMARY OF STOCKHOLDER DISSENTERS' RIGHTS
AND TEXT OF SECTION 1930 AND SUBCHAPTER D OF CHAPTER 15
OF THE PENNSYLVANIA BUSINESS CORPORATION LAW (THE "PBCL")
THE FOLLOWING IS ONLY A SUMMARY OF THE PROCEDURES FOR
STOCKHOLDERS SEEKING DISSENTERS' RIGHTS PRESCRIBED
BY THE PBCL AND IS QUALIFIED IN ITS ENTIRETY BY THE FULL TEXT
OF SECTION 1930 AND SUBCHAPTER D OF CHAPTER 15 OF
THE PBCL AS SET FORTH BELOW

GENERAL

If the Second-Step Transaction is implemented through a merger, the stockholders
who have not tendered their shares will have certain rights to dissent and
demand appraisal of and receive payment in cash of the fair value of their
shares. In accordance with Section 1930 and Subchapter D of the PBCL, in order
for a stockholder to exercise dissenters' rights, such stockholder must deliver
to the Company written notice of such stockholder's intent to demand payment for
shares in the event the Second-Step Transaction is approved. To be eligible for
dissenters' rights, the stockholder must not vote in favor of the Second-Step
Transaction or consent to such in writing. The PBCL distinguishes between record
holders and beneficial owners. You may assert dissenters' rights as to fewer
than all the shares registered in your name only if you are not the beneficial
owner of the shares with respect to which you do not exercise dissenters'
rights.

Any record holder may assert dissenters' rights on behalf of the beneficial
owner. If you are a registered owner and you wish to exercise dissenters' rights
on behalf of the beneficial owner, you must disclose the name and address of the
person or persons on whose behalf you dissent. In that event, your rights shall
be determined as if the dissenting shares and the other shares were registered
in the names of the beneficial holders.

A beneficial owner of Paris Corporation common stock who is not also the record
holder, may assert dissenters' rights. If you are a beneficial owner who is not
the record holder and you wish to assert your dissenters' rights you must submit
a written consent of the record holder to the Secretary of Paris Corporation
prior to the vote, but in no event later than the Paris Corporation special
meeting. You may not dissent with respect to some but less than all shares you
own.

DISSENTERS' RIGHTS PROCEDURES

Notice of Intention to Dissent. If you wish to exercise your dissenters'
---------------------------------
rights, you must follow the procedures set forth in this Schedule II. You must
file a written notice of intention to demand the fair value of your shares with
the Secretary of Paris Corporation prior to the vote, but in no event later than
the Paris Corporation special meeting. You must not make any change in your
beneficial ownership of Paris Corporation shares from the date you file the
notice until the effective time of the merger. You must refrain from voting your
shares for the adoption of the merger.

Notice of Approval. If the Paris Corporation shareholders approve the
--------------------
merger, Paris Corporation will mail a notice to all dissenters' who filed a
notice of intention to dissent prior to the vote on the merger proposal and who
refrained from voting for the adoption of the merger. Paris Corporation expects
to mail the notice of approval promptly after the merger. The notice of approval
will state where and when a demand for payment must be sent and where the
certificates for eligible shares must be deposited in order to obtain payment.
The notice of approval will also supply a form for demanding payment which
includes a request for certification of the date on which the holder, or the
person on whose behalf the holder dissents, acquired beneficial ownership of the
shares. The demand form will be accompanied by a copy of Subchapter D.

If you assert your dissenters' rights, you must ensure that Paris Corporation
receives your demand form and your certificates on or before the demand
deadline. All mailings to Paris Corporation are at your risk. Accordingly, Paris
Corporation recommends that your notice of intention to dissent, demand form and
stock certificates be sent by certified mail only, by overnight courier or by
hand delivery.

If you fail to file a notice of intention to dissent, fail to complete and
return the demand form, or fail to deposit stock certificates with Paris
Corporation, each within the specified time periods, you will lose your
dissenters' rights under Subchapter D. You will retain all rights of a
shareholder, or beneficial owner, until those rights are modified by completion
of the merger.

Payment of Fair Value by Paris Corporation. Upon timely receipt of the
------------------------------------------------
completed demand form, the PBCL requires Paris Corporation to either: remit to
dissenters' who complied with the procedures, the amount Paris Corporation
estimates to be the fair value for such dissenting shares; or give written
notice that no such remittance will be made.

Paris Corporation will determine whether to make such a remittance or to defer
payment for such shares until completion of the necessary appraisal proceedings.
Paris Corporation may consider the number of shares, if any, with respect to
which shareholders dissented and any objections that may be raised with respect
to the standing of the dissenting shareholder.

Return of Deposited Certificates. If Paris Corporation does not remit the
------------------------------------
amount of its estimate of the fair value of the shares, it will return any
deposited certificates with a notation that a demand for payment in accordance
with Subchapter D has been made. If shares carrying this notation are
transferred after that, each new certificate issued may bear a similar notation,
together with the name of the original dissenting holder or owner of such
shares. A transferee of such shares will not acquire by this transfer any rights
in Paris Corporation other than those which the original dissenter had after
making demand for payment of their fair value.

Dissenting Shareholders Estimate of Fair Value. If Paris Corporation gives
---------------------------------------------------
notice of its estimate of the fair value of your shares, without remitting this
amount, or remits payment of its estimate of the fair value of your shares and
you believe that the amount remitted or stated is less than the fair value of
such shares, you may send to Paris Corporation your own estimate of the fair
value of the shares. Such estimate shall be deemed a demand for payment of the
amount of the deficiency. If you do not file a holder's estimate within 30 days
after the mailing by Paris Corporation of its remittance or notice, you will
only be entitled to the amount stated in the notice or remitted to you by Paris
Corporation.

Resort to Court for Relief. If, after the later of, 60 days after the
------------------------------
completion of the merger or after the timely receipt of any holder's estimate,
demands remain unpaid, Paris Corporation may file an application for relief,
requesting the court determine the fair value of the shares. We cannot assure
you that Paris Corporation will file this application.

In the court proceeding, all dissenters, wherever residing, whose demands have
not been settled will be made parties to any such appraisal proceeding. The
court may appoint an appraiser to receive evidence and recommend a decision on
the issue of fair value. Each dissenter made a party will be entitled to recover
an amount equal to the fair value of the dissenter's shares, plus interest, or
if Paris Corporation previously remitted any amount to the dissenter, any amount
by which the fair value of the dissenter's shares is found to exceed the amount
previously remitted, plus interest.

If Paris Corporation fails to file an application for relief, any dissenter who
made a demand and who has not already settled his or her claim against Paris
Corporation may file an application for relief in the name of Paris Corporation
any time within 30 days after the later of the expiration of the 60-day period
after the merger or the timely receipt of any holder's estimate. If a dissenter
does not file an application within the 30-day period, each dissenter entitled
to file an application shall be paid Paris Corporation's estimate of the fair
value of the shares and no more, and may bring an action to recover any amount
not previously remitted.

Costs and Expenses of Court Proceedings. The costs and expenses of the court
---------------------------------------
proceedings, including the reasonable compensation and expenses of the appraiser
appointed by the court, will be determined by the court and assessed against
Paris Corporation. The court may, however, apportion and assess any part of the
costs and expenses of court proceedings as it deems appropriate against all or
some of the dissenters' who are parties and whose action in demanding
supplemental payment the court finds to be in bad faith. If Paris Corporation
fails to comply substantially with the requirements of Subchapter D, the court
may assess fees and expenses of counsel and of experts for the parties as it
deems appropriate against Paris Corporation and in favor of any or all
dissenters. The court may assess fees and expenses of counsel and experts
against either Paris Corporation or a dissenter, if the court finds that a party
acted in bad faith. If the court finds that the services of counsel for any
dissenter substantially benefited other dissenters' similarly situated and
should not be assessed against Paris Corporation, it may award counsel
reasonable fees to be paid out of the amounts awarded to the dissenters' who
benefited.

No Right to an Injunction. Under Pennsylvania corporate law, a Paris
-----------------------------
Corporation shareholder has no right to obtain, in the absence of fraud or
fundamental unfairness, an injunction against the merger proposal, nor any right
to valuation and payment of the fair value of the holder's shares because of the
merger proposal, except to the extent provided by the dissenters' rights
provisions of Subchapter D. Pennsylvania corporate law also provides that,
absent fraud or fundamental unfairness, the rights and remedies provided by
Subchapter D are exclusive.

Pennsylvania Business Corporation Law of 1988, as Amended, Provisions For
Dissenting Shareholders

SUBCHAPTER D.--DISSENTERS RIGHTS.

(ss.) 1571. Application and effect of subchapter.

(a) General rule.--Except as otherwise provided in subsection (b), any
shareholder (as defined in Section 1572 (relating to definitions of a business
corporation)) shall have the right to dissent from, and to obtain payment of the
fair value of his shares in the event of, any corporate action, or to otherwise
obtain fair value for his shares, only where this part expressly provides that a
shareholder shall have the rights and remedies provided in this subchapter. See:

Section 1906(c) (relating to dissenters rights upon special treatment).

Section 1930 (relating to dissenters rights).

Section 1931(d) (relating to dissenters rights in share exchanges).

Section 1932(c) (relating to dissenters rights in asset transfers).

Section 1952(d) (relating to dissenters rights in division).

Section 1962(c) (relating to dissenters rights in conversion).

Section 2104(b) (relating to procedure).

Section 2324 (relating to corporation option where a restriction on transfer of
a security is held invalid).

Section 2325(b) (relating to minimum vote requirement).

Section 2704(c) (relating to dissenters rights upon election).

Section 2705(d) (relating to dissenters rights upon renewal of election).

Section 2904(b) (relating to procedure).

Section 2907(a) (relating to proceedings to terminate breach of qualifying
conditions).

Section 7104(b)(3) (relating to procedure).

(b) Exceptions.--(1) Except as otherwise provided in paragraph (2), the holders
of the shares of any class or series of shares shall not have the right to
dissent and obtain payment of the fair value of the shares under this subchapter
if, on the record date fixed to determine the shareholders entitled to notice of
and to vote at the meeting at which a plan specified in any of section 1930,
1931(d), 1932(c) or 1952(d) is to be voted on, or on the first public
announcement that such a plan has been approved by the shareholders by consent
without a meeting, the shares are either:

(i) listed on a national securities exchange or designated as a national market
system security on an interdealer quotation system by the National Association
of Securities Dealers, Inc.; or

(ii) held beneficially or of record by more than 2,000 persons.

(2) Paragraph (1) shall not apply to and dissenter's rights shall be available
without regard to the exception provided in that paragraph in the case of:

(i) (Repealed).

(ii) Shares of any preferred or special class or series unless the articles, the
plan or the terms of the transaction entitle all shareholders of the class to
vote thereon and require for the adoption of the plan or the effectuation of the
transaction the affirmative vote of a majority of the votes cast by all
shareholders of the class or series.

(iii) Shares entitled to dissenter's rights under section 1906(c) (relating to
dissenter's rights upon special treatment).

(3) The shareholders of a corporation that acquires by purchase, lease, exchange
or other disposition all or substantially all of the shares, property or assets
of another corporation by the issuance of shares, obligations or otherwise, with
or without assuming the liabilities of the other corporation and with or without
the intervention of another corporation or other person, shall not be entitled
to the rights and remedies of dissenting shareholders provided in this
subchapter regardless of the fact, if it be the case, that the acquisition was
accomplished by the issuance of voting shares of the corporation to be
outstanding immediately after the acquisition sufficient to elect a majority or
more of the directors of the corporation.

(c) Grant of optional dissenters rights.--The bylaws or a resolution of the
board of directors may direct that all or a part of the shareholders shall have
dissenters rights in connection with any corporate action or other transaction
that would otherwise not entitle such shareholder to dissenters rights.

(d) Notice of dissenter's rights.--Unless otherwise provided by statute, if a
proposed corporate action that would give rise to dissenter's rights under this
subpart is submitted to a vote at a meeting of shareholders, there shall be
included in or enclosed with the notice of meeting:

(1) a statement of the proposed action and a statement that the shareholders
have a right to dissent and obtain payment of the fair value of their shares by
complying with the terms of this subchapter; and

(2) a copy of this subchapter.

(e) Other statutes.--The procedures of this subchapter shall also be applicable
to any transaction described in any statute other than this part that makes
reference to this subchapter for the purpose of granting dissenters rights.

(f) Certain provisions of articles ineffective.--This subchapter may not be
relaxed by any provision of the articles.

(g) Computation of beneficial ownership. For purposes of subsection (b)(1)(ii),
shares that are held beneficially as joint tenants, tenants by the entireties,
tenants in common on in trust by two or more persons, as fiduciaries or
otherwise, shall be deemed to be held beneficially by one person.

(h) Cross references.--See sections 1105 (relating to restriction on equitable
relief), 1904 (relating to de facto transaction doctrine abolished), 1763(c)
(relating to determination of shareholders of record) and 2512 (relating to
dissenters rights procedure).

(ss.) 1572. Definitions.

The following words and phrases when used in this subchapter shall have the
meanings given to them in this section unless the context clearly indicates
otherwise:

Corporation. The issuer of the shares held or owned by the dissenter before the
corporate action or the successor by merger, consolidation, division, conversion
or otherwise of that issuer. A plan of division may designate which of the
resulting corporations is the successor corporation for the purposes of this
subchapter. The designated successor corporation or corporations in a division
shall have sole responsibility for payments to dissenters and other liabilities
under this subchapter except as otherwise provided in the plan of division.

Dissenter. A shareholder or beneficial owner who is entitled to and does assert
dissenters rights under this subchapter and who has performed every act required
up to the time involved for the assertion of those rights.

Fair value. The fair value of shares immediately before the effectuation of the
corporate action to which the dissenter objects, taking into account all
relevant factors, but excluding any appreciation or depreciation in anticipation
of the corporate action.

Interest. Interest from the effective date of the corporate action until the
date of payment at such rate as is fair and equitable under all the
circumstances, taking into account all relevant factors, including the average
rate currently paid by the corporation on its principal bank loans.

Shareholder. A shareholder as defined in Section 1103 (relating to definitions),
or an ultimate beneficial owner of shares, including without limitation, a
holder of depository receipts, where the beneficial interest owned includes an
interest in the assets of the corporation upon dissolution.

(ss.) 1573. Record and beneficial holders and owners.

(a) Record holders of shares.--A record holder of shares of a business
corporation may assert dissenters rights as to fewer than all of the shares
registered in his name only if he dissents with respect to all the shares of the
same class or series beneficially owned by any one person and discloses the name
and address of the person or persons on whose behalf he dissents. In that event,
his rights shall be determined as if the shares as to which he has dissented and
his other shares were registered in the names of different shareholders.

(b) Beneficial owners of shares.--A beneficial owner of shares of a business
corporation who is not the record holder may assert dissenters rights with
respect to shares held on his behalf and shall be treated as a dissenting
shareholder under the terms of this subchapter if he submits to the corporation
not later than the time of the assertion of dissenters rights a written consent
of the record holder. A beneficial owner may not dissent with respect to some
but less than all shares of the same class or series owned by the owner, whether
or not the shares so owned by him are registered in his name.

(ss.) 1574. Notice of intention to dissent.

If the proposed corporate action is submitted to a vote at a meeting of
shareholders of a business corporation, any person who wishes to dissent and
obtain payment of the fair value of his shares must file with the corporation,
prior to the vote, a written notice of intention to demand that he be paid the
fair value for his shares if the proposed action is effectuated, must effect no
change in the beneficial ownership of his shares from the date of such filing
continuously through the effective date of the proposed action and must refrain
from voting his shares in approval of such action. A dissenter who fails in any
respect shall not acquire any right to payment of the fair value of his shares
under this subchapter. Neither a proxy nor a vote against the proposed corporate
action shall constitute the written notice required by this section.

(ss.) 1575. Notice to demand payment.

(a) General rule.--If the proposed corporate action is approved by the required
vote at a meeting of shareholders of a business corporation, the corporation
shall mail a further notice to all dissenters who gave due notice of intention
to demand payment of the fair value of their shares and who refrained from
voting in favor of the proposed action. If the proposed corporate action is to
be taken without a vote of shareholders, the corporation shall send to all
shareholders who are entitled to dissent and demand payment of the fair value of
their shares a notice of the adoption of the plan or other corporate action. In
either case, the notice shall:

(1) State where and when a demand for payment must be sent and certificates for
certificated shares must be deposited in order to obtain payment.

(2) Inform holders of uncertificated shares to what extent transfer of shares
will be restricted from the time that demand for payment is received.

(3) Supply a form for demanding payment that includes a request for
certification of the date on which the shareholder, or the person on whose
behalf the shareholder dissents, acquired beneficial ownership of the shares.

(4) Be accompanied by a copy of this subchapter.

(b) Time for receipt of demand for payment.--The time set for receipt of the
demand and deposit of certificated shares shall be not less than 30 days from
the mailing of the notice.

(ss.) 1576. Failure to comply with notice to demand payment, etc.

(a) Effect of failure of shareholder to act.--A shareholder who fails to timely
demand payment, or fails (in the case of certificated shares) to timely deposit
certificates, as required by a notice pursuant to section 1575 (relating to
notice to demand payment) shall not have any right under this subchapter to
receive payment of the fair value of his shares.

(b) Restriction on uncertificated shares.--If the shares are not represented by
certificates, the business corporation may restrict their transfer from the time
of receipt of demand for payment until effectuation of the proposed corporate
action or the release of restrictions under the terms of section 1577(a)
(relating to failure to effectuate corporate action).

(c) Rights retained by shareholder.--The dissenter shall retain all other rights
of a shareholder until those rights are modified by effectuation of the proposed
corporate action.

(ss.) 1577. Release of restrictions or payment for shares.

(a) Failure to effectuate corporate action.--Within 60 days after the date set
for demanding payment and depositing certificates, if the business corporation
has not effectuated the proposed corporate action, it shall return any
certificates that have been deposited and release uncertificated shares from any
transfer restrictions imposed by reason of the demand for payment.

(b) Renewal of notice to demand payment.--When uncertificated shares have been
released from transfer restrictions and deposited certificates have been
returned, the corporation may at any later time send a new notice conforming to
the requirements of section 1575 (relating to notice to demand payment), with
like effect.

(c) Payment of fair value of shares.--Promptly after effectuation of the
proposed corporation action, or upon timely receipt of demand for payment if the
corporate action has already been effectuated, the corporation shall either
remit to dissenters who have made demand and (if their shares are certificated)
have deposited their certificates the amount that the corporation estimates to
be the fair value of the shares, or give written notice that no remittance under
this section will be made. The remittance or notice shall be accompanied by:

(1) The closing balance sheet and statement of income of the issuer of the
shares held or owned by the dissenter for a fiscal year ending not more than 16
months before the date of remittance or notice together with the latest
available interim financial statements.

(2) A statement of the corporation's estimate of the fair value of the shares.

(3) A notice of the right of the dissenter to demand payment or supplemental
payment, as the case may be, accompanied by a copy of this subchapter.

(d) Failure to make payment.--If the corporation does not remit the amount of
its estimate of the fair value of the shares as provided by subsection (c), it
shall return any certificates that have been deposited and release
uncertificated shares from any transfer restrictions imposed by reason of the
demand for payment. The corporation may make a notation on any such certificate
or on the records of the corporation relating to any such uncertificated shares
that such demand has been made. If shares with respect to which notation has
been so made shall be transferred, each new certificate issued therefor or the
records relating to any transferred uncertificated shares shall bear a similar
notation, together with the name of the original dissenting holder or owner of
such shares. A transferee of such shares shall not acquire by such transfer any
rights in the corporation other than those that the original dissenters had
after making demand for payment of their fair value.

(ss.) 1578. Estimate by dissenter of fair value of shares.

(a) General rule.--If the business corporation gives notice of its estimate of
the fair value of the shares, without remitting such amount, or remits payment
of its estimate of the fair value of a dissenter's shares as permitted by
section 1577(c) (relating to payment of fair value of shares) and the dissenter
believes that the amount stated or remitted is less than the fair value of his
shares, he may send to the corporation his own estimate of the fair value of the
shares, which shall be deemed a demand for payment of the amount or the
deficiency.

(b) Effect of failure to file estimate.--Where the dissenter does not file his
own estimate under subsection (a) within 30 days after the mailing by the
corporation of its remittance or notice, the dissenter shall be entitled to no
more than the amount stated in the notice or remitted to him by the corporation.

(ss.) 1579. Valuation proceedings generally.

(a) General rule.--Within 60 days after the latest of:

(1) Effectuation of the proposed corporate action;

(2) Timely receipt of any demands for payment under section 1575 (relating to
notice to demand payment); or

(3) Timely receipt of any estimates pursuant to section 1578 (relating to
estimate by dissenter of fair value of shares);

If any demands for payment remain unsettled, the business corporation may file
in court an application for relief requesting that the fair value of the shares
be determined by the court.

(b) Mandatory joinder of dissenters.--All dissenters, wherever residing, whose
demands have not been settled shall be made parties to the proceeding as in an
action against their shares. A copy of the application shall be served on each
such dissenter. If a dissenter is a nonresident, the copy may be served on him
in the manner provided or prescribed by or pursuant to 42 Pa.C.S. Ch. 53
(relating to bases of jurisdiction and interstate and international procedure).

(c) Jurisdiction of the court.--The jurisdiction of the court shall be plenary
and exclusive. The court may appoint an appraiser to receive evidence and
recommend a decision on the issue of fair value. The appraiser shall have such
power and authority as may be specified in the order of appointment or in any
amendment thereof.

(d) Measure of recovery.--Each dissenter who is made a party shall be entitled
to recover the amount by which the fair value of his shares is found to exceed
the amount, if any, previously remitted, plus interest.

(e) Effect of corporation's failure to file application.--If the corporation
fails to file an application as provided in subsection (a), any dissenter who
made a demand and who has not already settled his claim against the corporation
may do so in the name of the corporation at any time within 30 days after the
expiration of the 60-day period. If a dissenter does not file an application
within the 30-day period, each dissenter entitled to file an application shall
be paid the corporation's estimate of the fair value of the shares and no more,
and may bring an action to recover any amount not previously remitted.

(ss.) 1580. Costs and expenses of valuation proceedings.

(a) General rule.-- The costs and expenses of any proceeding under section 1579
(relating to valuation proceedings generally), including the reasonable
compensation and expenses of the appraiser appointed by the court, shall be
determined by the court and assessed against the business corporation except
that any part of the costs and expenses may be apportioned and assessed as the
court deems appropriate against all or some of the dissenters who are parties
and whose action in demanding supplemental payment under section 1578 (relating
to estimate by dissenter of fair value of shares) the court finds to be
dilatory, obdurate, arbitrary, vexatious or in bad faith.

(b) Assessment of counsel fees and expert fees where lack of good faith
appears.--Fees and expenses of counsel and of experts for the respective parties
may be assessed as the court deems appropriate against the corporation and in
favor of any or all dissenters if the corporation failed to comply substantially
with the requirements of this subchapter and may be assessed against either the
corporation or a dissenter, in favor of any other party, if the court finds that
the party against whom the fees and expenses are assessed acted in bad faith or
in a dilatory, obdurate, arbitrary or vexatious manner in respect to the rights
provided by this subchapter.

(c) Award of fees for benefits to other dissenters.--If the court finds that the
services of counsel for any dissenter were of substantial benefit to other
dissenters similarly situated and should not be assessed against the
corporation, it may award to those counsel reasonable fees to be paid out of the
amounts awarded to the dissenters who were benefited.

(ss.) 1930. Dissenter's rights.

(a) General rule.--If any shareholder of a domestic business corporation that is
to be a party to a merger or consolidation pursuant to a plan of merger or
consolidation objects to the plan of merger or consolidation and complies with
the provisions of Subchapter D of Chapter 15 (relating to dissenters rights),
the shareholder shall be entitled to the rights and remedies of dissenting
shareholders therein provided, if any. See also section 1906(c) (relating to
dissenters rights upon special treatment).

(b) Plans adopted by directors only.--Except as otherwise provided pursuant to
section 1571(c) (relating to grant of optional dissenters rights), Subchapter D
of Chapter 15 shall not apply to any of the shares of a corporation that is a
party to a merger or consolidation pursuant to section 1924(b)(1)(i) (relating
to adoption by board of directors).

(c) Cross references.--See sections 1571(b) (relating to exceptions) and 1904
(relating to de facto transaction doctrine abolished).

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SCHEDULE III

OPINION OF WHARTON VALUATION ASSOCIATES, INC.

WHARTON VALUATION ASSOCIATES, INC.
P.O. BOX 2042
LIVINGSTON, NEW JERSEY 07039
TELEPHONE (973) 992-4979
FACSIMILE (973) 992-1128

November 27, 2001

Board of Directors
Paris Corporation
122 Kissel Road
Burlington, New Jersey 08016

Dear Members of the Board:

You have requested our opinion as to the fairness, from a financial point of
view, to the stockholders of Paris Corporation (the "Company") of the
consideration proposed to be paid to them in connection with the proposed tender
offer (the "Tender Offer") by the Company (the "Buyer"), for all of the
outstanding common stock of the Company, not currently owned by Gerard Toscani.
It is our understanding that pursuant to a Tender Offer, the stockholders of the
Company will receive consideration of $4.50 in cash for each share of common
stock held by them.

In arriving at our opinion, we have reviewed (i) certain publicly available
information concerning the business of the Company and of certain other
companies engaged in businesses comparable to those of the Company, and the
reported market prices for certain other companies' securities deemed
comparable; (ii) publicly available terms of certain transactions involving
companies involved in similar lines of businesses as the Company and the
consideration received for such companies; (iii) current and historical market
prices of the common stock of the Company; (iv) the audited financial
statements of the Company for the fiscal years ended September 30, 1996 through
2000 and draft financial statements prepared for the fiscal year ended September
30, 2001; (v) certain other unaudited financial statements and financial
analyses prepared by the Company and its management for the fiscal years ended
September 30, 1997 through 2001; (vi) financial forecasts prepared by the
Company and its management; (vii) historical audited financial statements of
Signature Corporation; (viii) certain unaudited financial statements and
financial analyses prepared by the Company and its management for Signature
Corporation for the fiscal years ended September 30 2000 and 2001; (ix)
financial forecasts for Signature Corporation prepared by the Company and its
management.

In addition, we have held discussions with certain members of management of the
Company with respect to certain aspects of the Tender Offer, and the past and
current business operations of the Company and Signature Corporation, the
financial condition and future prospects and operations of the Company and
Signature Corporation, and certain other matters we believed necessary or
appropriate to our inquiry. We have also held conversations with a legal
representative of the Company regarding the Tender Offer. And we have reviewed
such other financial studies and analyses and considered such other information
as we deemed appropriate for the purpose of this opinion.

In rendering our opinion, we have relied upon and assumed, without independent
verification, the accuracy and completeness of all information that was publicly
available or was furnished to us by the Company or otherwise reviewed by us, and
we have not assumed any responsibility or liability therefore. We have not
conducted any valuations or appraisals of any assets or liabilities, nor have
any such valuations or appraisals been provided to us. In relying on financial
analyses and forecasts provided to us, we have assumed that they have been
reasonably prepared based on assumptions reflecting the best currently available
estimates and judgments by management as to the expected future results of
operations and financial condition of the Company to which such analyses and
forecast relate.

Our opinion is necessarily based on economic, market and other conditions as in
effect on, and the information made available to us as of, the date hereof. It
should be understood that subsequent developments may affect this opinion and
that we do not have any obligation to update, revise, or reaffirm this opinion.

Wharton Valuation Associates, Inc., will receive a fee from the Company in
connection with the preparation of this opinion. Our fee is not contingent upon
our determination of fairness, from a financial point of view, to the Company's
stockholders.

On the basis of and subject to the foregoing, we are of the opinion that, as of
the date hereof, the consideration to be paid to the Company's stockholders
pursuant to the terms of the proposed Tender Offer is fair, from a financial
point of view, to such stockholders.

This letter is provided to the Board of Directors of the Company in connection
with and for the purposes of its evaluation of the Tender Offer. This opinion
does not constitute a recommendation to any stockholder of the Company as to how
such stockholder should vote with respect to the Tender Offer. This opinion may
not be disclosed, referred to, or communicated (in whole or part) to any third
party for any purpose whatsoever except with our prior written consent in each
instance. This opinion may be reproduced in full in any proxy or information
statement mailed to stockholders of the Company but may not otherwise be
disclosed publicly in any matter without our prior written approval and must be
treated as confidential.

Very truly yours,

WHARTON VALUATION ASSOCIATES, INC.

By: /Andrew Shaiman/
-----------------
Andrew Shaiman, President

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EXHIBIT (A)(2) - LETTER OF TRANSMITTAL
--------------------------------------

LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
PARIS CORPORATION
PURSUANT TO THE OFFER TO PURCHASE
DATED JANUARY 31, 2002

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MARCH 5, 2002, UNLESS THE OFFER IS EXTENDED.

THE DEPOSITARY FOR THE OFFER IS:
MELLON INVESTOR SERVICES LLC
(THE "DEPOSITARY")

By Mail: Window Facility: Overnight Delivery:

Reorganization Dept. Reorganization Dept. Reorganization Dept.
P.O. Box 3301 160 Broadway, 13th Fl. 85 Challenger Road
Hackensack, NJ 07606 New York, NY 10271 Mail Stop-Reorg
Ridgefield Park, NJ
07660

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. THE INSTRUCTIONS
ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.

The undersigned delivers to you the enclosed certificate(s) representing Shares,
details of which are as follows:

DESCRIPTION OF SHARES TENDERED
------------------------------
(Attach Additional List if Necessary)

[Enlarge/Download Table]

Name(s) and Address(es) of Total Number of Shares Total Number of Shares Being
-------------------------- ---------------------- ----------------------------
Registered Holder(s)* Share Certificate Number(s)** Evidenced by Certificate** Tendered***
-------------------------- ----------------------------- ---------------------------- -----------

-----------------------------------------------------------------------------------------------------------------------

* Should be exactly as Name(s) appear(s) on Share Certificate(s) and Share(s)
Tendered Share Certificate(s)
** Need not be completed by shareholders delivering Shares by book-entry
transfer.
***If you desire to tender fewer than all Shares evidenced by any
certificates listed above, please indicate in this column the number of
shares you wish to tender. Otherwise, all shares evidenced by such
certificates will be deemed to have been tendered. See Instruction 4.

NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTION SET FOR THIS LETTER OF
TRANSMITTAL CAREFULLY.

This Letter of Transmittal is to be completed by stockholders either if
certificates evidencing Shares (as defined below) are to be forwarded herewith
or if delivery of Shares is to be made by book-entry transfer to the
Depositary's account at The Depository Trust Company (hereinafter referred to as
the "Book-Entry Transfer Facility") pursuant to the book-entry transfer
procedure described in "The Tender Offer -- Procedures for Accepting the Offer
and Tendering Shares" of the Offer to Purchase (as defined below).

Stockholders whose certificates evidencing Shares ("Share Certificates") are not
immediately available or who cannot deliver their Share Certificates or the
book-entry transfer of the Shares into the Depositary's Account at the Book-
Entry Transfer Facility ("Book-Entry Confirmation") and all other documents
required hereby to the Depositary prior to the Expiration Date (as defined in
"The Tender Offer -- 1. Terms of the Offer; Expiration Date" of the Offer to
Purchase) and who wish to tender their Shares must do so pursuant to the
guaranteed delivery procedure described in "The Tender Offer -- 3. Procedures
for Accepting the Offer and Tendering Shares" of the Offer to Purchase. See
Instruction 2.

DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY.

[ ] CHECK HERE IF ANY OF THE SHARE CERTIFICATES THAT YOU OWN AND WISH TO TENDER
HAVE BEEN LOST, DESTROYED OR STOLEN. (See Instruction 9.)

[ ] Check here if shares are being delivered by book-entry transfer to the
Depositary's account at the book-entry transfer facility and complete the
following:

Name of the Tendering Institution:

Account Number:

Transaction Code Number:

[ ] Check here if shares are being tendered pursuant to a notice of guaranteed
delivery previously sent to the Depositary and complete the following:

Name(s) of Registered Holder(s):

Window Ticket Number:

Date of Execution of Notice of Guaranteed Delivery:

Name of Institution which Guaranteed Delivery:

If delivery is book-entry transfer, give the following:

Book-Entry Transfer Facility Account Number:

Transaction Code Number:

SC TO-I 18th “Page” of 35 TOC 1st Previous Next ↓Bottom Just 18th
Ladies and Gentlemen:

The undersigned hereby tenders to Paris Corporation, a Pennsylvania Corporation
(the "Company"), the above-described shares of Common Stock, par value $0.004
per share, of the Company (all such shares of common stock, from time to time
outstanding being, collectively, the "Shares") pursuant to the Company's offer
to purchase any and all Shares, at $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"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which, together with the Offer
to Purchase and any amendments or supplements hereto or thereto, collectively,
constitute the "Offer").

Subject to, and effective upon, acceptance for payment of the Shares tendered
herewith, in accordance with the terms of the Offer, the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Company all right,
title and interest in and to all the Shares that are being tendered hereby and
all dividends, distributions (including, without limitation, distributions of
additional Shares) and rights declared, paid or distributed in respect of such
Shares on or after January 31, 2002 (collectively, "Distributions") and
irrevocably appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Shares and all
Distributions, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (i) deliver
Share Certificates evidencing such Shares and all Distributions, or transfer
ownership of such Shares and all Distributions on the account books maintained
by the Book-Entry Transfer Facility, together, in either case, with all
accompanying evidences of transfer and authenticity, to or upon the order of the
Company, (ii) present such Shares and all Distributions for transfer on the
books of the Company, and (iii) receive all benefits and otherwise exercise all
rights of beneficial ownership of such Shares and all Distributions, all in
accordance with the terms of the Offer.

The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares tendered
hereby and all Distributions, that when such Shares are accepted for payment by
the Company, the Company will acquire good, marketable and unencumbered title
thereto and to all Distributions, free and clear of all liens, restrictions,
charges and encumbrances, and that none of such Shares and Distributions will be
subject to any adverse claim. The undersigned, upon request, shall execute and
deliver all additional documents deemed by the Depositary or the Company to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered hereby and all Distributions. In addition, the undersigned shall
remit and transfer promptly to the Depositary for the account of the Company all
Distributions in respect of the Shares tendered hereby, accompanied by
appropriate documentation of transfer, and pending such remittance and transfer
or appropriate assurance thereof, the Company shall be entitled to all rights
and privileges as owner of each such Distribution and may withhold the entire
purchase price of the Shares tendered hereby, or deduct from such purchase price
the amount or value of such Distribution as determined by the Company in its
sole discretion.

No authority herein conferred or agreed to be conferred shall be affected by,
and all such authority shall survive, the death or incapacity of the
undersigned. All obligations of the undersigned hereunder shall be binding upon
the heirs, personal representatives, successors and assigns of the undersigned.
Except as stated in the Offer to Purchase, this tender is irrevocable.

The undersigned understands that tenders of Shares pursuant to any one of the
procedures described in the Offer to Purchase under "The Tender Offer --
Procedures for Accepting the Offer and Tendering Shares" and in the instructions
hereto will constitute the undersigned's acceptance of the terms and conditions
of the Offer. The Company's acceptance of such Shares for payment will
constitute a binding agreement between the undersigned and the Company upon the
terms and subject to the conditions of the Offer.

Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," please issue the check for the purchase price of all Shares
purchased, and return all Share Certificates evidencing Shares not purchased or
not tendered in the name(s) of the registered holder(s) appearing above under
"Description of Shares Tendered." Similarly, unless otherwise indicated in the
box entitled "Special Delivery Instructions," please mail the check for the
purchase price of all Shares purchased and all Share Certificates evidencing
Shares not tendered or not purchased (and accompanying documents, as
appropriate) to the address(es) of the registered holder(s) appearing above
under "Description of Shares Tendered." In the event that the boxes entitled
"Special Payment Instructions" and "Special Delivery Instructions" are both
completed, please issue the check for the purchase price of all Shares purchased
and return all Share Certificates evidencing Shares not purchased or not
tendered in the name(s) of, and mail such check and Share Certificates to, the
person(s) so indicated. The undersigned recognizes that the Company has no
obligation, pursuant to the Special Payment Instructions, to transfer any Shares
from the name of the registered holder(s) thereof if the Company does not
purchase any of the Shares tendered hereby.

SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7) SEE INSTRUCTIONS 1, 5, 6, AND 7)

To be completed ONLY if the check for the To be completed ONLY if the check
purchase price of Shares and/or Share for the purchase price of Shares
Certificate evidencing Shares not and/or Share Certificate
tendered or not accepted for purchase evidencing Shares not tendered
are to be issued in the name of someone or not accepted for purchase are
other than the name(s) of the registered to be mailed to someone other
holder(s) appearing above under than to the undersigned or to
"Description of Shares Tendered" or if the undersigned at an address
Shares tendered hereby and delivered by other than that appearing above
book-entry transfer which are not under "Description of Shares
purchased are to be returned by credit Tendered."
to an account at the Book-Entry Transfer
Facility other than that designated
above.

Issue [ ] Check Mail [ ] Check
[ ] Share Certificate(s) to: [ ] Share Certificate(s) to:

Name: ____________________________ Name: ____________________________
(PLEASE PRINT) (PLEASE PRINT)

Address: _________________________ Address: _________________________

_________________________ _________________________

________________________________________________
TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER
(SEE SUBSTITUTE FORM W-9 BELOW)

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IMPORTANT SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 OR W-8. SEE INSTRUCTION 9)

_______________________________________________________________________
(SIGNATURE(S) OF HOLDER(S))

Dated: ______________________, 2002

(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted herewith.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, please set forth full title and see Instruction 5.)

(PLEASE PRINT)

Name(s): __________________________________________________________________

Capacity (full title):
____________________________________________________________________________

Address(include zip code):
____________________________________________________________________________

Area Code and Telephone Number:
____________________________________________________________________________

Tax Identification or Social Security No. if U.S. resident:

____________________________________________________________________________
(SEE SUBSTITUTE FORM W-9)

GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5)

FOR USE BY FINANCIAL INSTITUTIONS ONLY
FINANCIAL INSTITUTIONS: PLACE MEDALLION GUARANTEE IN SPACE BELOW

Name of Firm: ___________________________________________________________

Authorized Signature: ____________________________________________________

Name: _____________________________________________________________________

Address: ___________________________________________________________________

Area Code and Telephone Number: ________________________________________

Dated: _____________________________________________________________________

SC TO-I 20th “Page” of 35 TOC 1st Previous Next ↓Bottom Just 20th
INSTRUCTIONS FORMING PART OF THE TERMS AND
CONDITIONS OF THE OFFER

1. GUARANTEE OF SIGNATURES. All signatures on this Letter of Transmittal must be
guaranteed by a firm that is a member of the Medallion Signature Guarantee
Program, or by any other "eligible guarantor institution," as such term is
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended
(each of the foregoing being referred to as an "Eligible Institution"), unless
(i) this Letter of Transmittal is signed by the registered holder(s) of the
Shares (which term, for purposes of this document, shall include any participant
in a Book-Entry Transfer Facility whose name appears on a security position
listing as the owner of Shares) tendered hereby and such holder(s) has (have)
completed neither the box entitled "Special Payment Instructions" nor the box
entitled "Special Delivery Instructions" or (ii) such Shares are tendered for
the account of an Eligible Institution. See Instruction 5.

2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARE CERTIFICATES. This Letter of
Transmittal is to be used either if Share Certificates are to be forwarded
herewith or if Shares are to be delivered by book-entry transfer pursuant to the
procedure set forth under "The Tender Offer. Procedures for Accepting the Offer
and Tendering Shares" in the Offer to Purchase. Share Certificates evidencing
all physically tendered Shares, or a confirmation of a book-entry transfer into
the Depositary's account at a Book-Entry Transfer Facility of all Shares
delivered by book-entry transfer as well as a properly completed and duly
executed Letter of Transmittal, or an Agent's Message, in the case of a
book-entry transfer, and any other documents required by this Letter of
Transmittal, must be received by the Depositary prior to the Expiration Date (as
defined under "The Tender Offer. Terms of the Offer; Expiration Date" in the
Offer to Purchase). If Share Certificates are forwarded to the Depositary in
multiple deliveries, a properly completed and duly executed Letter of
Transmittal must accompany each such delivery.

Stockholders whose Share Certificates are not immediately available, who cannot
deliver their Share Certificates and all other required documents to the
Depositary prior to the Expiration Date or who cannot complete the procedure for
delivery by book-entry transfer on a timely basis may tender their Shares
pursuant to the guaranteed delivery procedure described under "The Tender Offer.
Procedures for Accepting the Offer and Tendering Shares" in the Offer to
Purchase. Pursuant to such procedure: (i) such tender must be made by or through
an Eligible Institution; (ii) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form made available by the Company,
must be received by the Depositary prior to the Expiration Date; and (iii) the
Share Certificates evidencing all physically delivered Shares in proper form for
transfer by delivery, or a confirmation of a book-entry transfer into the
Depositary's account at a Book-Entry Transfer Facility of all Shares delivered
by book-entry transfer, in each case together with a Letter of Transmittal,
properly completed and duly executed, with any required signature guarantees, or
an Agent's Message, in the case of a book-entry transfer, and any other
documents required by this Letter of Transmittal, must be received by the
Depositary within three NASDAQ SmallCap Market ("NASDAQ") trading days after the
date of execution of such Notice of Guaranteed Delivery, all as described under
"The Tender Offer. Procedures for Accepting the Offer and Tendering Shares" in
the Offer to Purchase.

The method of delivery of this Letter of Transmittal, Share Certificates and all
other required documents is at the option and risk of the tendering shareholder,
including delivery through the Book-Entry Transfer Facility, and the delivery
will be deemed made only when actually received by the Depositary.

If delivery is by mail, registered mail with return receipt requested, properly
insured, is recommended. In all cases, sufficient time should be allowed to
ensure timely delivery.

No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. By execution of this Letter of Transmittal,
all tendering shareholders waive any right to receive any notice of the
acceptance of their Shares for payment.

3. INADEQUATE SPACE. If the space provided herein under "Description of Shares
Tendered" is inadequate, the Share Certificate numbers, the number of Shares
evidenced by such Share Certificates and the number of Shares tendered should be
listed on a separate schedule and attached hereto.

4. PARTIAL TENDERS. (Not applicable to stockholders who tender by book-entry
transfer). If fewer than all the Shares evidenced by any Share Certificate
delivered to the Depositary herewith are to be tendered hereby, fill in the
number of Shares that are to be tendered in the box entitled "Number of Shares
Tendered." In such cases, new Share Certificate(s) evidencing the remainder of
the Shares that were evidenced by the Share Certificates delivered to the
Depositary herewith will be sent to the person(s) signing this Letter of
Transmittal, unless otherwise provided in the box entitled "Special Delivery
Instructions" on the reverse hereof, as soon as practicable after the expiration
or termination of the Offer. All Shares evidenced by Share Certificates
delivered to the Depositary will be deemed to have been tendered unless
otherwise indicated.

5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If this
Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the Share Certificates evidencing such Shares without alteration,
enlargement or any other change whatsoever.

If any Shares tendered hereby is owned of record by two or more persons, all
such persons must sign this Letter of Transmittal.

If any of the Shares tendered hereby are registered in the names of different
holders, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of such Shares.

If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of Share Certificates or separate stock
powers are required, unless payment is to be made to, or Share Certificates
evidencing Shares not tendered or not purchased are to be issued in the name of,
a person other than the registered holder(s), in which case, the Share
Certificate(s) evidencing the Shares tendered hereby must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the registered holder(s) appear(s) on such Share Certificate(s).
Signatures on such Share Certificate(s) and stock powers must be guaranteed by
an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered
holder(s) of the Shares tendered hereby, the Share Certificate(s) evidencing the
Shares tendered hereby must be endorsed or accompanied by appropriate stock
powers, in either case signed exactly as the name(s) of the registered holder(s)
appear(s) on such Share Certificate(s). Signatures on such Share Certificate(s)
and stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal or any Share Certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
the Company of such person's authority so to act must be submitted.

6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction 6, the
Company will pay all stock transfer taxes with respect to the sale and transfer
of any Shares to it or its order pursuant to the Offer. If, however, payment of
the purchase price of any Shares purchased is to be made to, or Share
Certificate(s) evidencing Shares not tendered or not purchased are to be issued
in the name of, a person other than the registered holder(s), the amount of any
stock transfer taxes (whether imposed on the registered holder(s), such other
person or otherwise) payable on account of the transfer to such other person
will be deducted from the purchase price of such Shares purchased, unless
evidence satisfactory to the Company of the payment of such taxes, or exemption
therefrom, is submitted. Except as provided in this Instruction 6, it will not
be necessary for transfer tax stamps to be affixed to the Share Certificates
evidencing the Shares tendered hereby.

7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase price
of any Shares tendered herewith is to be issued, or Share Certificate(s)
evidencing Shares not tendered or not purchased are to be issued, in the name of
a person other than the person(s) signing this Letter of Transmittal or if such
check or any such Share Certificate is to be sent to someone other than the
person(s) signing this Letter of Transmittal or to the person(s) signing this
Letter of Transmittal but at an address other than that shown in the box
entitled "Description of Shares Tendered" on the reverse hereof, the appropriate
boxes on the reverse of this Letter of Transmittal must be completed.
Shareholders delivering Shares tendered herewith by book-entry transfer may
request that Shares not purchased be credited to such account maintaining at the
Book-Entry Transfer Facility as such Shareholders may designate in the box
entitled "Special Payment Instructions" on the reverse hereof. If no such
instructions are given, all such Shares not purchased will be returned by
crediting the account at the Book-Entry Transfer Facility as the account from
which such Shares were delivered.

8. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and
requests for assistance may be directed to the Information Agent. Additional
copies of the Offer to Notice Purchase and the Notice of Guaranteed Delivery may
be obtained from the Information Agent or from brokers, dealers, commercial
banks or trust companies.

9. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate representing
shares has been lost, destroyed or stolen, the shareholder immediately should
notify the Depository, Mellon Investor Services LLC. The
shareholder will then be instructed as to the steps that must be taken in order
to replace the certificate. The purchase price with respect to the relevant
Shares will not be paid until the procedures set for replacing lost, destroyed
or stolen certificates have been followed.

10. SUBSTITUTE FORM W-9. Each tendering shareholder is required to provide the
Depositary with a correct Taxpayer Identification Number ("TIN") on the
Substitute Form W-9, which is provided under "Important Tax Information" below,
and to certify, under penalties of perjury, that such number is correct and that
such shareholder is not subject to backup withholding of federal income tax. If
a tendering shareholder has been notified by the Internal Revenue Service that
such shareholder is subject to backup withholding, such shareholder must cross
out item (2) of the Certification box of the Substitute Form W-9, unless such
shareholder has since been notified by the Internal Revenue Service that such
shareholder is no longer subject to backup withholding. Failure to provide the
information on the Substitute Form W-9 may subject the tendering shareholder to
31% federal income tax withholding on the payment of the purchase price of all
Shares purchased from such shareholder. If the tendering shareholder has not
been issued a TIN and has applied for one or intends to apply for one in the
near future, such shareholder should write "Applied For" in the space provided
for the TIN in Part I of the Substitute Form W-9, and sign and date the
Substitute Form W-9. If "Applied For" is written in Part I and the Depositary is
not provided with a TIN within 60 days, the Depositary will withhold 31% on all
payments of the purchase price to such shareholder until a TIN is provided to
the Depositary.

IMPORTANT: THIS LETTER OF TRANSMITTAL, PROPERLY COMPLETED AND DULY EXECUTED
(TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES AND SHARE CERTIFICATES OR
CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A
PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY MUST BE
RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE "THE
TENDER OFFER -- TERMS OF THE OFFER; EXPIRATION DATE" OF THE OFFER TO PURCHASE).

SC TO-I 21st “Page” of 35 TOC 1st Previous Next ↓Bottom Just 21st
IMPORTANT TAX INFORMATION

Under the federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required by law to provide the Depositary (as payer)
with such shareholder's correct TIN on Substitute Form W-9 below. If such
stockholder is an individual, the TIN is such stockholder's social security
number. If the Depositary is not provided with the correct TIN, the stockholder
may be subject to a $50 penalty imposed by the Internal Revenue Service and
payments that are made to such stockholder with respect to Shares purchased
pursuant to the Offer may be subject to backup withholding of 31%. In addition,
if a stockholder makes a false statement that results in no imposition of backup
withholding, and there was no reasonable basis for such a statement, a $500
penalty may also be imposed by the Internal Revenue Service.

Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such individual must submit a statement, signed under penalties of
perjury, attesting to such individual's exempt status. Forms of such statements
can be obtained from the Depositary. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions. A stockholder should consult his or her tax advisor as
to such stockholder's qualification for an exemption from backup withholding and
the procedure for obtaining such exemption.

If backup withholding applies, the Depositary is required to withhold 31% of any
payments made to the stockholder. Backup withholding is not an additional tax.
Rather, the tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment
of taxes, a refund may be obtained from the Internal Revenue Service.

PURPOSE OF SUBSTITUTE FORM W-9

To prevent backup withholding on payments that are made to a stockholder with
respect to Shares purchased pursuant to the Offer, the stockholder is required
to notify the Depositary of such stockholder's correct TIN by completing the
form below certifying that (a) the TIN provided on Substitute Form W-9 is
correct (or that such stockholder is awaiting a TIN) and (b) that (i) such
stockholder has not been notified by the Internal Revenue Service that such
stockholder is subject to backup withholding as a result of a failure to report
all interest or dividends or (ii) the Internal Revenue Service has notified such
stockholder that such stockholder is no longer subject to backup withholding.

WHAT NUMBER TO GIVE THE DEPOSITARY

The stockholder is required to give the Depositary the social security number or
employer identification number of the record holder of the Shares tendered
hereby. If the Shares are in more than one name or are not in the name of the
actual owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidance on which
number to report. If the tendering shareholder has not been issued a TIN and has
applied for a number or intends to apply for a number in the near future, the
shareholder should write "Applied For" in the space provided for the TIN in Part
I, and sign and date the Substitute Form W-9. If "Applied For" is written in
Part I and the Depositary is not provided with a TIN within 60 days, the
Depositary will withhold 31% of all payments of the purchase price to such
shareholder until a TIN is provided to the Depositary.

SC TO-I 22nd “Page” of 35 TOC 1st Previous Next ↓Bottom Just 22nd
PAYER'S NAME: MELLON INVESTOR SERVICES LLC
-------------------------------------------

SUBSTITUTE FORM W-9 DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE

PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER (TIN) AND CERTIFICATIONS

PART I - Please provide your TIN in PART III and certify by signing and dating
below

PART II - For Payees exempt from backup withholding, see enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 and
complete as instructed

PART III - Social Security Number OR Employer Identification Number (TIN)*:
_____________________________

* If awaiting TIN write "Applied For"

CERTIFICATION. UNDER PENALTIES OF PERJURY, I CERTIFY THAT:

(1) The Number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me), and

(2) I am not subject to backup withholding either because I have not been
notified by the Internal Revenue Service (IRS) that I am subject to backup
withholding as a result of a failure to report all interest or dividends, or the
IRS has notified me that I am no longer subject to backup withholding.

CERTIFICATION INSTRUCTIONS. You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because of
underreported interest or dividends on your tax return. However, if after being
notified by the IRS that you were subject to backup withholding you received
another notification from the IRS that you are no longer subject to backup
withholding, do not cross out item (2). (Also see instructions in the enclosed
Guidelines

Signature: _________________________________ Date: ____________________

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENT MADE TO YOU IN RESPECT OF PARIS CORPORATION COMMON STOCK.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST
COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING YOUR TIN.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION

I certify under penalties of perjury that a TIN has not been issued to me, and
either (a) I have mailed or delivered an application to receive a TIN to the
appropriate IRS Center or Social Security Administration Office or (b) I intend
to mail or deliver such an application in the near future. I understand that if
I do not provide a TIN by the time of payment, all reportable payments made to
me thereafter will be subject to a 31% backup withholding tax.

Signature: _________________________________ Date: _____________________

The Letter of Transmittal and certificates evidencing Shares and any required
documents should be sent or delivered by each stockholder or his broker, dealer,
commercial bank, trust company or other nominee to the Depositary at its address
set forth below. Additional copies of this Offer to Purchase, the Letter of
Transmittal and the Notice of Guaranteed Delivery may be obtained from the
Information Agent.

IMPORTANT: THIS LETTER OF TRANSMITTAL PROPERLY COMPLETED AND DULY EXECUTED
(TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES AND SHARE CERTIFICATES OR
CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A
PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY MUST BE
RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE "THE
TENDER OFFER -- TERMS OF THE OFFER; EXPIRATION DATE" OF THE OFFER TO PURCHASE).

THE LETTER OF TRANSMITTAL, CERTIFICATES FOR SHARES AND ANY OTHER REQUIRED
DOCUMENTS SHOULD BE SENT OR DELIVERED BY EACH STOCKHOLDER OF THE COMPANY OR HIS
BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE TO THE
DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH BELOW.

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THE DEPOSITARY FOR THE OFFER IS:
MELLON INVESTOR SERVICES LLC
(THE "DEPOSITARY")

By Mail: Window Facility: Overnight Delivery:

Questions or requests for assistance may be directed to the Information Agent,
Mackenzie Partners, Inc. at its address and telephone number set forth below.
Additional copies of this Offer to Purchase, the Letter of Transmittal and the
Notice of Guaranteed Delivery may be obtained from the Information Agent. A
stockholder may also contact brokers, dealers, commercial banks or trust
Companies for assistance concerning the Offer.

The Information Agent for the Offer is:

[Logo of:]
MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
or
CALL TOLL-FREE (800) 322-2885

Email: proxy@mackenziepartners.com

SC TO-I 24th “Page” of 35 TOC 1st Previous Next ↓Bottom Just 24th
EXHIBIT (A)(3) - NOTICE OF GUARANTEED DELIVERY
----------------------------------------------

NOTICE OF GUARANTEED DELIVERY

FOR

TENDER OF SHARES OF COMMON STOCK

PARIS CORPORATION

(NOT TO BE USED FOR SIGNATURE GUARANTEES)

This Notice of Guaranteed Delivery, or a form substantially equivalent hereto,
must be used to accept the Offer (as defined below) if (i) certificates
representing shares of common stock, par value $0.004 per share (the "Shares")
of Paris Corporation, a Pennsylvania corporation, are not immediately available,
(ii) the procedure for book-entry transfer cannot be completed prior to the
Expiration Date (as defined in the Offer to Purchase) or (iii) time will not
permit all required documents to reach the Depositary prior to the Expiration
Date. The Notice of Guaranteed Delivery may be delivered by hand, transmitted by
facsimile transmission or mailed to the Depositary. See "THE TENDER OFFER --
Section 3 -- Procedures for Accepting the Offer and Tendering Shares" of the
Offer to Purchase.

The Depositary for the Offer is:

MELLON INVESTOR SERVICES LLC

By Mail: Window Facility: Overnight Delivery:

BY FACSIMILE TRANSMISSION:
(201) 296-4293

CONFIRM RECEIPT OF FACSIMILE BY TELEPHONE:
(201) 296-4860

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE NUMBER OTHER THAN AS
SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

This Form is not to be used to guarantee signatures. If a signature on a Letter
of Transmittal is required to be guaranteed by an "Eligible Institution" under
the instructions thereto, such signature guarantee must appear in the applicable
space provided in the signature box on the Letter of Transmittal.

The Eligible Institution that completes this form must communicate the guarantee
to the Depositary and must deliver the Letter of Transmittal or an Agent's
Message (as defined in the Offer to Purchase) and Certificates representing the
Shares to the Depositary within the time period specified herein. Failure to do
so could result in financial loss to the Eligible Institution.

SC TO-I 25th “Page” of 35 TOC 1st Previous Next ↓Bottom Just 25th
Ladies and Gentlemen:

The undersigned hereby tenders to Paris Corporation, a Pennsylvania corporation,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated January 31, 2002 and the related Letter of Transmittal, receipt of which
is hereby acknowledged, the number of shares set forth below of the common
stock, par value $0.004 per share (the "Shares") of Paris Corporation., a
Pennsylvania corporation, pursuant to the guaranteed delivery procedures
described under "THE TENDER OFFER -- Section 3 -- Procedures for Accepting the
Offer and Tendering Shares" in the Offer to Purchase.

(PLEASE TYPE OR PRINT)

Number of Shares Tendered:
-----------------------------

Certificate No. (if available):
----------------------------------

Check box if Shares will be tendered by book-entry transfer: [ ]

Account Number:
----------------

Name(s) of Record Holder(s):
-------------------------------

Address(es):
------------

Area Code and Telephone No.:
--------------------------------

Signature(s) of Holder(s):
----------------------------

Dated: ______________________, 2002

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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEES)

The undersigned, a firm which is a member of the Security Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Signature Guarantee
Program or the Stock Exchange Medallion Program (each an "Eligible
Institution"), guarantees to deliver to the Depositary, either Certificates
evidencing the Shares tendered hereby, in proper form for transfer, or
confirmation of book-entry transfer of such Shares into the Depositary's account
at _____________________________________________________, in each case with
delivery of a properly completed and duly executed Letter of Transmittal, with
any required signature guarantees, or an Agent's Message (as defined in the
Offer to Purchase) in the case of a book-entry transfer, and any other required
documents, within three (3) Nasdaq National Market trading days of the date
hereof.

The Eligible Institution that completes this form must communicate the guarantee
to the Depositary and must deliver the Letter of Transmittal and certificates
for Shares to the Depositary within the time period shown herein. Failure to do
so could result in a financial loss to such Eligible Institution.

PLEASE TYPE OR PRINT

Name of Firm: ________________________________

Authorized Signature: ________________________________

Address: Name:
-----

Title:
------

Area Code and Telephone No.: Dated:
------

NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES SHOULD
BE SENT ONLY WITH YOUR LETTER OF TRANSMITTAL.

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EXHIBIT (A)(4) - LETTER TO BROKERS, DEALERS, BANKS, TRUST COMPANIES AND OTHER
-----------------------------------------------------------------------------
NOMINEES
--------

OFFER TO PURCHASE FOR CASH

ALL OUTSTANDING SHARES OF COMMON STOCK

PARIS CORPORATION

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MARCH 5, 2002, UNLESS THE OFFER IS EXTENDED.

January 31, 2001

To Brokers, Dealers, Commercial Banks, Trust Companies And Other Nominees:

We have been appointed by Paris Corporation, a Pennsylvania corporation
("Purchaser" or "PBFI"), to act as Information Agent in connection with
Purchaser's offer to purchase all outstanding shares of its own common stock,
par value $0.004 per share (as defined in the Offer to Purchase) (the "Shares),
at $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 (the "Letter of
Transmittal") (which, together with any amendments or supplements thereto,
constitute the "Offer") enclosed herewith. Please furnish copies of the enclosed
materials to those of your clients for whose accounts you hold Shares registered
in your name or in the name of your nominee.

THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE "THE TENDER
OFFER -- SECTION 12 -- CERTAIN CONDITIONS TO THE OFFER." 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.

For your information and for forwarding to your clients for whom you hold Shares
registered in your name or in the name of your nominee, we are enclosing the
following documents:

1. Offer to Purchase dated January 31, 2002;

2. Letter of Transmittal for your use in accepting the Offer and tendering
Shares and for the information of your clients. Please snote that facsimile
copies of the Letter of Transmittal may NOT be used to tender Shares;

3. Notice of Guaranteed Delivery to be used to accept the Offer if
certificates for Shares and all other required documents cannot be delivered
to the Depositary, or if the procedures for book-entry transfer cannot be
completed on a timely basis, prior to the expiration of the Offer;

4. A letter which may be sent to your clients for whose accounts you hold
Shares registered in your name or in the name of your nominee, with space
provided for obtaining such clients' instructions with regard to the Offer;

5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and

6. A return envelope addressed to Mellon Investor Services LLC (the
"Depositary").

Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension or
amendment), Purchaser will accept for payment and pay for Shares which are
validly tendered prior to the Expiration Date and not thereafter properly
withdrawn when, as and if Purchaser gives oral or written notice to the
Depositary of Purchaser's acceptance of such Shares for payment pursuant to the
Offer. Payment for Shares purchased pursuant to the Offer will in all cases be
made only after timely receipt by the Depositary of (i) certificates for such
Shares, or timely confirmation of a book-entry transfer of such Shares into the
Depositary's account maintained at the Book-Entry Transfer Facility (as defined
in the Offer to Purchase), pursuant to the procedures described in "THE TENDER
OFFER -- Section 3 -- Procedures for Accepting the Offer and Tendering Shares"
of the Offer to Purchase, (ii) a properly completed and duly executed Letter of
Transmittal or an Agent's Message (as defined in the Offer to Purchase) in
connection with a book-entry transfer and (iii) all other documents required by
the Letter of Transmittal.

Purchaser will not pay any fees or commissions to any broker or dealer or other
person (other than the Depositary and the Information Agent as described in the
Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer.
Purchaser will, however, upon request, reimburse brokers, dealers, commercial
banks and trust companies for customary mailing and handling costs incurred by
them in forwarding the enclosed materials to their customers.

Purchaser will pay or cause to be paid all stock transfer taxes applicable to
its purchase of Shares pursuant to the Offer, subject to Instruction 6 of the
Letter of Transmittal.

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
MARCH 5, 2002, UNLESS THE OFFER IS EXTENDED.

In order to take advantage of the Offer, a duly executed and properly completed
Letter of Transmittal, with any required signature guarantees, or an Agent's
Message in connection with a book-entry transfer of Shares, and any other
required documents, should be sent to the Depositary, and certificates
representing the tendered Shares should be delivered or such Shares should be
tendered by book-entry transfer, all in accordance with the Instructions set
forth in the Letter of Transmittal and in the Offer to Purchase.

If holders of Shares wish to tender, but it is impracticable for them to forward
their certificates or other required documents or to complete the procedures for
delivery by book-entry transfer prior to the Expiration Date of the Offer, a
tender may be effected by following the guaranteed delivery procedures specified
in "THE TENDER OFFER -- Section 3 -- Procedures for Accepting the Offer and
Tendering Shares" of the Offer to Purchase.

Any inquiries you may have with respect to the Offer should be addressed to the
Information Agent, and additional copies of the enclosed materials may be
obtained from the Information Agent at its address and telephone number set
forth below.

Very truly yours,

PARIS CORPORATION

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU AN
AGENT OF PBFI, THE INFORMATION AGENT, THE DEPOSITARY, OR ANY AFFILIATE OF ANY OF
THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE
ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER, OTHER THAN
THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

The Information Agent for the Offer is:

[Logo of:]
MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
or
CALL TOLL-FREE (800) 322-2885

Email: proxy@mackenziepartners.com

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EXHIBIT (A)(5) - LETTER TO CLIENTS FOR USE BY BROKERS, DEALERS, BANKS, TRUST
----------------------------------------------------------------------------
COMPANIES AND OTHER NOMINEES
----------------------------

OFFER TO PURCHASE FOR CASH

ALL OUTSTANDING SHARES OF COMMON STOCK

PARIS CORPORATION

$4.50 NET PER SHARE

PARIS CORPORATION

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MARCH 5, 2002, UNLESS THE OFFER IS EXTENDED.

January 31, 2002

To Our Clients:

Enclosed for your consideration are the Offer to Purchase dated January 31, 2002
and the related Letter of Transmittal (which, together with any amendments or
supplements thereto, constitute the "Offer") in connection with the offer by
Paris Corporation, a Pennsylvania Corp., (the "Purchaser" or "PBFI"), to
purchase all outstanding shares of its own common stock, par value $0.004 per
share (the "Shares"), 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 (the "Letter of Transmittal") enclosed
herewith.

WE ARE THE HOLDER OF RECORD (DIRECTLY OR INDIRECTLY) OF SHARES HELD FOR YOUR
ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD
OR OUR NOMINEES AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE
ENCLOSED LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND
CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT.

We request instructions as to whether you wish us to tender any or all of the
Shares held by us for your account, upon the terms and subject to the conditions
set forth in the Offer.

Your attention is invited to the following:

1. The Offer price is $4.50 per Share, net to you in cash without interest.

2. The Offer is being made for all outstanding Shares.

3. The Offer is not conditioned upon any minimum number of Shares being
tendered. The Offer is, however, subject to certain other conditions. See "THE
TENDER OFFER -- Section 12 -- Certain Conditions to the Offer." 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.

4. The Offer and withdrawal rights expire at 12:00 midnight, New York City time,
on March 5, 2002, unless the Offer is extended.

5. Any stock transfer taxes applicable to the sale of Shares to Purchaser
pursuant to the Offer will be paid by Purchaser, except as otherwise provided in
Instruction 6 of the Letter of Transmittal.

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This Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and is being made to all holders of outstanding Shares. Purchaser is
not aware of any state in which the making of the Offer is prohibited by
administrative or judicial action pursuant to any valid state statute. If
Purchaser becomes aware of any valid state statute prohibiting the making of the
Offer or the acceptance of Shares pursuant thereto, Purchaser will make a good
faith effort to comply with such state statute. If, after such good faith
effort, Purchaser cannot comply with such state statute, the Offer will not be
made to (nor will tenders be accepted from or on behalf of) the holders of
Shares in such state. In any jurisdiction in which the securities, blue sky or
other laws require the Offer to be made by a licensed broker or dealer, the
Offer will be deemed to be made on behalf of Purchaser by one or more registered
brokers or dealers licensed under the laws of such jurisdiction.

If you wish to have us tender any or all of your Shares, please so instruct us
by completing, executing and returning to us the instruction form attached to
this letter. An envelope to return your instructions to us is enclosed. If you
authorize the tender of your Shares, all such Shares will be tendered unless
otherwise specified in your instructions. YOUR INSTRUCTIONS SHOULD BE FORWARDED
TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE
EXPIRATION OF THE OFFER.

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INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH ALL OF THE
OUTSTANDING SHARES OF COMMON STOCK OF PARIS CORPORATION

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to
Purchase dated January 31, 2002 and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, constitute the "Offer") in
connection with the Offer by Paris Corporation, a Pennsylvania corporation, to
purchase all outstanding shares of its own common stock, par value $.004 per
share (as defined in the Offer to Purchase) (the "Shares").

This will instruct you to tender the number of Shares indicated below (or if no
number is indicated below, all Shares) held by you for the account of the
undersigned, upon the terms and subject to the conditions set forth in the
Offer.

Dated: , 2002
----------------------

Number of Shares to be Tendered:*

Signature(s)

Print or Type Name(s)

Address(es)

Area Code and Telephone Number(s)

Tax ID or Social Security Number(s)

*UNLESS OTHERWISE INDICATED, IT WILL BE ASSUMED THAT ALL SHARES HELD BY US FOR
YOUR ACCOUNT ARE TO BE TENDERED.

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EXHIBIT (A)(6) - GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
-------------------------------------------------------------------------------
ON SUBSTITUTE FORM W-9
----------------------

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
(SECTION REFERENCES ARE TO THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED)

GUIDELINES FOR DETERMINING THE PROPER TAXPAYER IDENTIFICATION NUMBER ("TIN") TO
GIVE THE PAYER--Social Security numbers ("SSNs") have nine digits separated by
two hyphens: i.e., 000-00-0000. Employer identification numbers ("EINs") have
nine digits separated by only one hyphen: i.e., 00-0000000. The table below will
help determine the number to give the payer.

You must enter your TIN in the appropriate box. If you are a resident alien and
you do not have and are not eligible to get an SSN, your TIN is your IRS
individual taxpayer identification number ("ITIN"). Enter it in the social
security number box. If you do not have an ITIN, see HOW TO GET A TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN
or EIN. However, using your EIN may result in unnecessary notices to the person
requesting your TIN.

FOR THIS TYPE OF ACCOUNT: GIVE THE SOCIAL SECURITY NUMBER OF:
----------------------------- ------------------------------------

1. Individual The individual

2. Two or more The actual owner of the
individuals (joint account or, if combined
account) funds, the first individual
on the account (1)

3. Custodian account of a minor The minor
(Uniform Gift to Minors Act)

4. a. The usual revocable savings The grantor-trustee (1)
trust (grantor is also trustee)

b. So-called trust account that The actual owner(1)
is not a legal or valid trust
under state law

5. Sole proprietorship The owner (3)

FOR THIS TYPE OF ACCOUNT: GIVE THE EMPLOYER IDENTIFICATION NUMBER
------------------------- OF:
-----------------------------------------

6. A valid trust account, Legal entity (4)
estate, or pension trust

7. Corporate The corporation

8. Religious, charitable, The corporation
or educational organization
account

9. Partnership The partnership

10. Association, club or other The organization
tax-exempt organization

11. A broker or nominee account The broker or registered nominee

FOR THIS TYPE OF ACCOUNT: GIVE THE EMPLOYER IDENTIFICATION NUMBER
------------------------- OF:
----------------------------------------

12. Account with the Department The public entity
of Agriculture in the name
of a public entity (such
as a State or local
government school district
or prison) that receives
agricultural progress payments.

(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a social security number, that person's
number must be furnished

(2) Circle the minor's name and furnish the minor's social security number.

(3) You must show your individual name, but you may also enter your business
or "doing business as" name. You may use your SSN or if you have one, your EIN.

(4) List first and circle the name of the valid trust, estate, or pension
trust. (Do not furnish the TIN of the personal representative or trustee unless
the legal entity itself is not designated in the account title.)

NOTE: IF NO NAME ABOVE THE SIGNATURE LINE IS LISTED WHEN MORE THAN ONE NAME
APPEARS IN THE REGISTRATION, THE NUMBER WILL BE CONSIDERED TO BE THAT OF THE
FIRST NAME APPEARING IN THE REGISTRATION.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
(SECTION REFERENCES ARE TO THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED)

PURPOSE OF FORM--A person who is required to file an information return with the
IRS must get your correct TIN to report, for example, income paid to you, real
estate transactions, mortgage interest you paid, the acquisition or abandonment
of secured property, cancellation of debt, or contributions you made to an IRA.
Use Form W-9 only if you are a U.S. person (including a resident alien) to give
your correct TIN to the person requesting your TIN and, when applicable, (1) to
certify the TIN you are giving is correct (or you are waiting for a number to be
issued), (2) to certify you are not subject to backup withholding, or (3) to
claim exemption from backup withholding if you are an exempt payee. If you are a
nonresident alien or a foreign entity not subject to backup withholding, give
the requester a completed Form W-8, Certificate of Foreign Status.

WHAT IS BACKUP WITHHOLDING?--Persons making certain payments to you must
withhold and pay to the IRS 30.5% of such payments under certain conditions.
This is called "backup withholding." Payments that could be subject to backup
withholding include interest, dividends, broker and barter exchange
transactions, rents, royalties, non-employee pay, and certain payments from
fishing boat operators. Real estate transactions are not subject to backup
withholding.

If you give the requester your correct TIN, make the proper certifications, and
report all your taxable interest and dividends on your tax return, payments you
receive will not be subject to backup withholding. Payments you received will be
subject to backup withholding if:

1. You do not furnish your TIN to the requester, or

2. The IRS tells the requester that you furnished an incorrect TIN, or

3. The IRS tells you that you are subject to backup withholding because you
did not report all your interest and dividends on your tax return (for
reportable interest and dividends only), or

4. You do not certify to the requester that you are not subject to backup
withholding (for reportable interest and dividend accounts opened after 1983
only), or

5. You do not certify your TIN

Certain payees and payments are exempt from backup withholding and information
reporting. See below.

HOW TO GET A TIN: If you do not have a TIN, apply for one immediately. To apply
for an SSN, get Form SS-5 from your local Social Security Administration office.
Get Form W-7 to apply for an ITIN or Form SS-4 to apply for an EIN. You can get
Forms W-7 and SS-4 from the IRS by calling 1-800-TAX-Form (1-800-829-3676) or
from the IRS's Internet Web Site at www.irs.gov.

If you do not have a TIN, check the box titled "Applied For" in the space for
the TIN, sign and date the form, and give it to the requester.

NOTE: Checking the box titled "Applied For" on the form means that you have
already applied for a TIN OR that you intend to apply for one soon.

As soon as you receive your TIN, complete another Form W-9, include your TIN,
sign and date the form, and give it to the requester.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Individuals (including sole proprietors) are NOT exempt from backup withholding.
Corporations are exempt from backup withholding for certain payments, such as
interest and dividends.

If you are exempt from backup withholding, you should still complete this form
to avoid possible erroneous backup withholding. Enter your correct TIN in Part
I, write "Exempt" in Part II, and sign and date the form.

PRIVACY ACT NOTICE--Section 6109 requires you to give your correct TIN to
persons who must file information returns with the IRS to report interest,
dividends, and certain other income paid to you, mortgage interest you paid, the
acquisition or abandonment of secured property, cancellation of debt, or
contributions you made to an IRA or MSA. The IRS uses the numbers for
identification purposes and to help verify the accuracy of your tax return. The
IRS may also provide this information to the Department of Justice for civil and
criminal litigation and to cities, states, and the District of Columbia to carry
out their tax laws.

You must provide your TIN whether or not you are required to file a tax return.
Payers must generally withhold 30.5% of taxable interest, dividend, and certain
other payments to a payee who does not give a TIN to a payer. Certain penalties
may also apply.

PENALTIES

(1) FAILURE TO FURNISH YOUR TIN--If you fail to furnish your TIN to a requester,
you are subject to a penalty of $50 for each such failure unless your failure is
due to reasonable cause and not to willful neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING--If you make
a false statement with no reasonable basis that results in no backup
withholding, you are subject to a penalty of $500.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.

(4) MISUSE OF TINS--If the requester discloses or uses TINs in violation of
Federal law, the requester may be subject to civil and criminal penalties.

The following is a list of payees exempt from backup withholding and for which
no information reporting is required. For interest and dividends, all listed
payees are exempt except the payee listed in item (9). For broker transactions,
payees listed in (1) through (13) and a person registered under the Investment
Advisers Act of 1940 who regularly acts as a broker are exempt. Payments subject
to reporting under sections 6041 and 6041A are generally exempt from backup
withholding only if made to payees described in items (1) through (7).

(1) An organization exempt from tax under section 501(a), or an IRA, or a
custodial account under section 403(b)(7) if the account satisfies the
requirements of section 401(f)(2).

(2) The United States or any of its agencies or instrumentalities.

(3) A state, the District of Columbia, a possession of the United States, or any
of their political subdivisions or instrumentalities.

(4) A foreign government or any of its political subdivisions, agencies, or
instrumentalities.

(5) An international organization or any of its agencies or instrumentalities.

Other payees that may be exempt from backup withholding include:

(6) A corporation.

(7) A foreign central bank of issue.

(8) A dealer in securities or commodities required to register in the United
States, the District of Columbia or a possession of the United States.

(9) A futures commission merchant registered with the Commodity Futures Trading
Commission.

(10) A real estate investment trust.

(11) An entity registered at all times during the tax year under the Investment
Company Act of 1940.

(12) A common trust fund operated by a bank under section 584(a).

(13) A financial institution.

(14) A middleman known in the investment community as a nominee or custodian.

(15) A trust exempt from tax under section 664 or described in section 4947.

Payments that are not subject to information reporting also are not subject to
backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045,
6049, 6050A, and 6050N, and their regulations.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.

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------
EXHIBIT (D) - EMPLOYMENT AGREEMENT DATED NOVEMBER 8, 2001 BETWEEN DOMINIC P.
----------------------------------------------------------------------------
TOSCANI AND PARIS CORPORATION
-----------------------------

EMPLOYMENT AGREEMENT

THIS AGREEMENT, effective as of the 8th day of November, 2001, between
PARIS CORPORATION, a New Jersey corporation, its successors, assigns and any
entity in which it holds a majority ownership interest (including Paris Business
Products, Inc and Signature Corporation) (collectively "Employer"), and DOMINIC
P. TOSCANI, Sr., an adult individual residing in the Commonwealth of
Pennsylvania ("Employee").

WITNESSETH

WHEREAS, the parties desire to enter into an Employment Agreement whereby
Employee will be employed by and will render services to Employer, on the terms
and conditions hereinafter set forth;

WHEREAS, the parties desire to protect the integrity of the Employer's business
and competition against it by the Employee upon the termination of employment;
and

WHEREAS, the parties desire to compensate the Employee for his agreement not to
compete against Employer upon the termination of his employment.

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree
as follows:

ARTICLE 1: EMPLOYMENT AND TERMS
----------------------

SECTION 1.1 - Employer agrees to employ Employee in the capacity as Chairman,
President and Chief Executive Officer and Employee hereby accepts such
employment subject to all the terms and conditions of this Agreement for the
current calendar year and for a term of one (1) year beginning on the 1st day of
January, 2002 ("Term").

SECTION 1.2 - The Term of this Agreement, shall be extended automatically for
additional one (1) year increments at the end of the then current calendar year,
unless written notice to terminate employment by either party is received at
least thirty (30) days prior to the end of the then current calendar year.

SECTION 1.3 - Employee agrees that upon termination of Employment, he will
deliver to Employer any and all files, records, forms, contracts, lists of names
of customers and/or other business data which has come into his possession by
reason of his employment with Employer. Additionally, the Employee shall be
bound by the provisions of Article 5, during the term of and after the
termination of his employment

SECTION 1.4 - As of the effective date of this Agreement, Employer shall
transfer funds in the amount of One Million Thirty-Two Thousand Dollars
($1,032,000.00) to Dreyfus account numbered C9598205 ("Funds"). Employee shall
be vested with all authority over the direction of investment of said Funds.
Employer agrees that upon termination of this Agreement other than for "just
cause" as defined under section 4.5, Employer shall transfer the balance of said
Funds to Employee in return for Employee's covenant not to compete with Employer
for three (3) years from the date of said termination. Unless Employee is
terminated for just cause as defined under section 4.5, Employer shall be deemed
to have turned over all control of said Funds to Employee subject only to the
forfeiture provisions contained under section 5.6. This Agreement shall serve
as sufficient documentation to authorize Dreyfus and its agents to transfer all
Funds to Employee immediately upon the date of termination unless written notice
is provided by Employer to stating that termination was for just cause in which
case said Funds shall be held in escrow by Dreyfus pending written agreement by
the parties, or judicial resolution of the same. Any increase or decrease in
the value of said Funds shall pass to the benefit or detriment of Employee as an
increase or decrease in the amount of his compensation in return for his
covenant not to compete.

ARTICLE 2: DUTIES
------

SECTION 2.1 - Employee shall perform the duties as described in the job
description as presently maintained, whether in the Bylaws of Employer or
otherwise and as it is changed by Employer for the position of Chief Executive
Officer. Notwithstanding anything contained in this Agreement to the contrary,
any change or modification of Employee's job description shall be limited to
performing acts within the bounds of customary and reasonable functions of a
Chief Executive Officer.

SECTION 2.2 - Subject to the limitation of Section 2.1, Employer shall be
permitted to modify the job description as it deems necessary or desirable and
to direct, control and supervise the duties to be performed, manner of
performance and time for performing Employee's duties.

ARTICLE 3: COMPENSATION
------------

SECTION 3.1 - Employee's annual salary during the Term, payable annually and
other benefits are set forth on the attached Exhibit "A."

SECTION 3.2 - Employee's salary is payable on the normal payroll cycle of
Employer.

SECTION 3.3 - The salary paid to Employee shall be reviewed annually, on
each annual anniversary date of this Agreement, by the Board of Directors of
Employer and adjusted upward as determined by the Board in their sole
discretion. The amount of the upward change in salary shall be based on job
performance and Employee's increased value to Employer.

SECTION 3.4 - Employee shall be reimbursed for out-of-pocket expenses related to
Employer's business. Employee agrees to provide Employer with itemized expense
vouchers for all expenses incurred prior to Employee being reimbursed therefore
by Employer.

SECTION 3.5 - Except as otherwise set forth herein and on the attached
Schedule A attached hereto. Employee shall receive the benefits package Employer
provides to all employees.

SECTION 3.6 - Employee shall be entitled to receive stock options for Employer's
stock ("Options"). Schedule B sets forth the following: 1) class of stock for
which Options apply; 2) vesting schedule for Options to be received by Employee;
3) price to be paid by Employee to exercise Options; and 4) date Options shall
expire.

ARTICLE 4: TERMINATION OF EMPLOYMENT
---------------------------

SECTION 4.1 - The Term of this Agreement and the period of Employee's employment
under this Agreement shall be automatically extended year to year for additional
periods of one (1) year following the expiration of the then current year unless
terminated by either party pursuant to Article 1 herein.

SECTION 4.2 - Anything to the contrary notwithstanding, upon the effective
date of such employment termination (and the transfer of Funds by Employer to
Employee), all rights, duties, and obligations of both parties to this Agreement
shall cease, with the exception of Employee's obligations under Articles 5 and 6
of this Agreement.

SECTION 4.3 - In the event that Employee is unable to perform his duties
for a period of twelve (12) months due to permanent disability or otherwise
because of sickness, accident, injury, mental incapacities, or health as may be
determined by written reports issued by two (2) physicians to be chosen by the
Board of Directors, this Agreement, or any extension thereof, shall terminate.
In the event of Employee's disability, Employer shall pay the Funds under
Section 1.4 as disability benefits. For purposes of this Section 4.3, Employer
shall pay all compensation due through the then current term and all accrued
benefits (including those payable under Section 1.4) in one lump sum within
thirty (30) days of the date of Employee's termination due to disability.

SECTION 4.4 - In the event Employee dies, this Agreement, or any extension
thereof, shall terminate. In the event of Employee's death, Employer shall pay
the Funds under Section 1.4 as death benefits. For purposes of this Section 4.4,
Employer shall pay all compensation due through the then current term and all
accrued benefits (including those payable under Section 1.4) in one lump sum
within thirty (30) days of the date of Employee's death.
SECTION 4.5 - Employer may terminate Employee pursuant to a vote of the majority
of the Board of Directors deciding to terminate Employee for "just cause." For
purposes of this Section, "just cause" is defined as the Employee's conviction
of a felony; or conduct inappropriate for the Chief Executive Officer of
Employer that has had a material adverse impact on the Employer. Thereafter,
this Agreement, or any extension thereof, shall terminate.

ARTICLE 5: CONFIDENTIAL AND PROPRIETARY INFORMATION
-------------------------------------------

SECTION 5.1 - Confidential Information - shall mean all memoranda, records,
-------------------------
files, customer lists, market research, product information and related
documents or information in whatever form, (inclusive of hard copy, computer
tapes and disc or other electronic media) and all other information identified
as confidential by Employer during the term of employment of Employee, that
Employee has access to prior to, or during employment.

SECTION 5.2 - Proprietary Information - shall mean all property and
------------------------
information regarding Employer's business including without limitation, and by
way of example only, operations, market structure, processes, data, programs,
designs, marketing plans, strategies, forecasts, business plans, services,
financial information, corporate records, budgets, projections, customers,
suppliers, prices, costs, patents, trademarks, trade secrets, trade names,
service marks, copyrights and all other information identified as proprietary by
Employer during the term of employment of Employee, that Employee has access to
prior to, during or after the termination of his employment.

SECTION 5.3 - Ownership - Employee agrees and understands that all
---------
Confidential and Proprietary Information is and shall remain the sole and
exclusive property of Employer, that Employee shall have no right, title, or
interest of any kind or nature in the Confidential or Proprietary Information,
and upon termination of employment, Employee shall forthwith and without making
copies return all such Confidential and Proprietary Information to Employer,
upon the request by the Employer.

SECTION 5.4 - Employee shall not during the term of this Agreement, during
any renewals hereof, or at any time thereafter except in the good faith
performance of his duties hereunder, disclose or reveal to any unauthorized
person any Confidential or Proprietary Information of or pertaining to Employer
or relating to Employer's business and the business of its owners, shareholders,
directors and/or officers, subsidiaries or affiliates, or to any of the
businesses operated by them, and Employee confirms that such Confidential or
Proprietary Information constitutes the exclusive property of Employer.

SECTION 5.5 - Employee understands and agrees that the Confidential or
Proprietary Information is confidential and proprietary in nature and that the
misuse or disclosure of the Confidential or Proprietary Information to others or
its use for Employee's own benefit shall constitute a breach of trust and cause
irreparable injury to Employer. Employee acknowledges, understands and agrees
that it is necessary for the protection of Employer's goodwill and maintenance
of Employer's market position that Employee comply with the terms of Article 5
of this Agreement. Employee further understands and agrees that any breach of
Article 5 would constitute unfair competition with Employer.

SECTION 5.6 - Agreement Not To Compete - In addition to the other provisions
contained in this Article 5, unless authorized by the unanimous vote of the
Board of Directors of Employer, during the period ending with the last day of
the then current Term, including any extension thereof, as set forth in Article
1 and continuing for a term of three (3) years thereafter, Employee shall not
engage, directly or indirectly (as owner, employee, consultant, or otherwise),
in any activity that competes with or is benefited by the Corporation's Business
and activities ancillary thereto. For the purposes of this Agreement, the
Corporation's Business shall generally mean the sale of paper and related paper
products, along with other such business ventures in which the Employer has had
an investment interest. Nothing herein shall prohibit Employee from owning up to
a five percent (5%) interest in any publicly held company, which is or may be
deemed to be a competitor of Employer.

ARTICLE 6: COMPANY'S REMEDIES UPON BREACH
---------------------------------

SECTION 6.1 - Employee acknowledges that Employer's remedy at law for a breach
by him of the provisions of Article 5 hereof will be inadequate. Accordingly,
in the event of the breach or threatened breach by Employee of Article 5 of this
Agreement, Employer shall be entitled to equitable relief, including an
injunction denying Employee the right to continue the breach of the terms of
Article 5, and such other relief or remedy Employer may have at law. If any of
the provisions of or covenants contained in Article 5 or in this Article 6 are
hereafter construed to be invalid or unenforceable in any jurisdiction, the same
shall not affect the remainder of the provisions or the enforceability thereof
in any other jurisdiction, which shall be given full effect, without regard to
the invalidity or unenforceability in such other jurisdiction. Without limiting
the foregoing remedies to Employer, Employee agrees that in the event of a
breach of sections 5.6 above, Employee shall forfeit and repay to Employer such
portion of the compensation paid to him upon termination of this Agreement under
section 1.4 as follows:

Yr of breach Amount of forfeiture
-------------- ----------------------

1 $1,032,000.00

2 $ 688,000.00

3 $ 344,000.00

Employee represents, warrants and covenants that he shall maintain the
requisite level of liquidity to repay this obligation in the event of forfeiture
under the terms of this Agreement.

ARTICLE 7: NOTICES
-------

SECTION 7.1 - All notices, offers, or exercises of options required or permitted
by this Agreement shall be in writing and sufficiently given only if mailed by
certified or registered mail, return receipt requested, to the parties at the
addresses set forth below, or at such other address as the parties may have
specified in a notice duly given to the other parties as provided in this
section:

If to Employer to:

Paris Corporation
122 Kissel Road
Burlington, NJ 08016
Attn: Board of Directors

With a required copy to:

Mitchell T.Grayson, Esq.
Gerstein Grayson, LLP
20 Kings Highway West
Haddonfield, NJ 08033

If to Employee to:

DOMINIC P. TOSCANI, SR.
700 Hobbs Road
Wayne, PA 19087

With a required copy to:

Thomas F. Toscani, Esq.
Peck Young & VanSant
Widener Building - Mezzanine
One South Penn Square
Philadelphia, PA 19107

Except as otherwise expressly provided herein, all notices given by mail
shall be deemed as given when mailed.

ARTICLE 8: MODIFICATION OF AGREEMENT
---------------------------

SECTION 8.1 - This Agreement may not be modified except by an instrument in
writing and signed by the parties hereto.

ARTICLE 9: SEVERABILITY
------------

SECTION 9.1 - If, for any reason, any provision of this Agreement is held
invalid, such invalidity shall not affect any other provisions of this Agreement
not held so invalid, and each such other provision shall to the full extent
consistent with law continue in full force and effect. If any provisions of
this Agreement shall beheld invalid in part, such invalidity shall in no way
affect the rest of such provision not held so invalid, and the rest of such
provision, together with all other provisions of this Agreement, shall to the
full extent consistent with law continue in full force and effect.

ARTICLE 10: HEADINGS
--------

SECTION 10.1 - The headings of Articles, Sections and paragraphs herein are
included solely for convenience of reference and shall not control the meaning
or interpretation of any of the provisions of this Agreement.

ARTICLE 11: GENERAL PROVISIONS
-------------------

SECTION 11.1 - No Attachment or Assignment - Except as required by law, no right
---------------------------
to receive payments under this Agreement shall be subject to anticipation,
commutation, alienation, sale, assignment, encumbrance, charge, pledge, or
hypothecation or to execution, attachment, levy, or similar process or
assignment by operation of law, and any attempt, voluntary or involuntary, to
effect any such action shall be null, void and of no effect.

SECTION 11.2 - Binding Agreement - This Agreement shall be binding upon,
-----------------
and inure to the benefit of, Employee and Employer and their respective
permitted successors and assigns.

SECTION 11.3 - Assignment by Employer - Employer shall be permitted to
------------------------
assign all of its rights, duties and obligations under this Agreement to a third
party, if such assignment is as a result of a business combination, merger,
spin-off, split-up or related type transaction.

SECTION 11.4 - Governing Law. This Agreement shall be governed by and
--------------
interpreted and enforced in accordance with the Laws of the Commonwealth of
Pennsylvania.

ARTICLE 12: MODIFICATION AND WAIVER
-------------------------

SECTION 12.1 - Amendment of Agreement - This Agreement may not be modified or
----------------------
amended except by an instrument in writing signed by the parties hereto.

SECTION 12.2 - Waiver - No term or condition of this Agreement shall be
------
deemed to have been waived, nor shall there by any estoppel against the
enforcement of any provision of this Agreement, except by written instrument of
the party charged with such waiver or estoppel. No such written waiver shall be
deemed a continuing waiver unless specifically stated therein, and each such
waiver shall operate only as to the specific term or condition waived and shall
not constitute a waiver of such term or condition for the future or as to any
act other than that specifically waived.

ARTICLE 13: INCOME TAX WITHHOLDING
------------------------

SECTION 13.1 - Employer may withhold from any salary and any benefits payable
under this Agreement (including but not limited to disability or death benefits
payable under section 4.3 and 4.4) all federal, state, local or other taxes and
withholdings as shall be required pursuant to any law or governmental regulation
or ruling.

SECTION 13.2 - Notwithstanding Section 13.1, the parties agree that any
compensation paid to Employee upon termination of this Agreement in return for
Employee's covenant not to compete, shall not be subject to withholding.
---
Employer shall issue IRS Form 1099 to Employee documenting said compensation
paid under this Section 13.2 as "non-employee compensation."

ARTICLE 14: REPRESENTATIONS AND WARRANTIES OF EMPLOYER
----------------------------------------------

SECTION 14.1- Employer represents and warrants to Employee that it has the
requisite authority to enter into this Agreement; that all actions taken herein
have been approved by the Board of Directors; and that the undersigned Officers
have authority to bind the Employer with respect to this Agreement.

IN WITNESS WHEREOF, the parties hereto, intending to the legally bound hereby,
have executed this Agreement as of the day and year first written above.

EMPLOYER:
ATTEST: PARIS CORPORATION

BY: _____________________ BY:________________________________
Dominic P. Toscani, Sr., President

WITNESS: EMPLOYEE:

__________________________ BY: ________________________________
Dominic P. Toscani, Sr. Employee

SC TO-I 34th “Page” of 35 TOC 1st Previous Next ↓Bottom Just 34th
SCHEDULE A
SALARY AND BENEFITS

Annual salary during the Term is Two Hundred Fifty-Eight Thousand Dollars
($258,000.00) during the normal payroll cycle of the Employer. All other
benefits shall be the current benefits provided by Employer to its employees as
of date of this Agreement. In addition, Employee shall receive a bonus of
Twenty Five Thousand Dollars ($25,000) upon signing this Agreement.

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SCHEDULE B
STOCK OPTIONS

As granted by the Board of Directors annually.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC TO-I’ Filing	Date	First	Last	Other Filings

	12/31/04	14
	9/30/02	11
Changed as of / Corrected on:	6/21/02
	3/5/02	6	28	SC 14D9, SC TO-I/A
Filed on:	1/31/02	1	30
	1/10/02	3	13	SC TO-C, SC TO-I
	1/9/02	6	13
	12/31/01	2	15	10-Q, NT 10-K, NT 10-Q
	12/4/01	11	12
	11/30/01	11
	11/27/01	3	16
	11/23/01	11
	11/8/01	3	33
	9/30/01	3	16	10-K, NT 10-K
	6/30/01	3		10-Q
	1/31/01	27
	1/10/01	14
	12/31/00	13	14	10-Q
	10/13/00	11
	9/30/00	3	11	10-K
	6/30/00	3		10-Q
	12/31/99	13		10-Q, NT 10-Q
	9/30/97	16		10-K
	9/30/96	16		10-K
				List all Filings

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Filing Submission 0001137403-02-000014 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Paris Corp – ‘SC TO-I’ on 1/31/02 re: Paris Corp

On: Thursday, 1/31/02, at 4:37pm ET · Accession #: 1137403-2-14 · File #s: 5-38252, 5-38252 (SC TO-I/A) · Correction: This Filing’s “Filed as of” Date was Corrected and “Changed as of” 6/21/02 by the SEC on 6/21/02. ®

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Tender-Offer Statement — Issuer Tender Offer — Schedule TOFiling Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

On: Thursday, 1/31/02, at 4:37pm ET · Accession #: 1137403-2-14 · File #s: 5-38252, 5-38252 (SC TO-I/A) · Correction: This Filing’s “Filed as of” Date was Corrected and “Changed as of” 6/21/02 by the SEC on 6/21/02. `®`

Tender-Offer Statement — Issuer Tender Offer — Schedule TO
Filing Table of Contents