Paris Corp – ‘SC TO-I/A’ on 3/20/02 re: Paris Corp

On:  Wednesday, 3/20/02   ·   Accession #:  1137403-2-42   ·   File #:  5-38252

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-I/A   Amendment to Tender-Offer Statement -- Issuer          4     25K 
                          Tender Offer                                           

Document Table of Contents

SC TO-I/A
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO-I/A (RULE 14D-100)
 TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

 AMENDMENT NO. 4

 TENDER OFFER STATEMENT UNDER SECTION 14(d) (1) OR 13(e) (1)
OF THE SECURITIES EXCHANGE ACT OF 1934

 PARIS CORPORATION
(Name of Subject Company (Issuer))

DOMINIC P. TOSCANI
 GERARD M. TOSCANI
 PARIS CORPORATION
(Name of Filing Persons (Offeror))

COMMON STOCK, PAR VALUE $0.004 PER SHARE
(Title of Class of Securities)

 699556106
 ---------
 (CUSIP Number of Class of Securities)

 DOMINIC P. TOSCANI, SR.
 PRESIDENT AND CHIEF EXECUTIVE OFFICER
 122 KISSEL ROAD, BURLINGTON, NEW JERSEY 08016
(609) 387-7300
 (Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Behalf of Filing Persons)

COPY TO:

STEPHEN A. SALVO
SALVO, RUSSELL, FICHTER & LANDAU
510 TOWNSHIP LINE ROAD
 SUITE 150
 BLUE BELL, PENNSYLVANIA 19422
 TELEPHONE: (215) 653-0110

MARCH 20, 2002

SC TO-I/A
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CALCULATION OF FILING FEE             

TRANSACTION  VALUATION*     AMOUNT  OF  FILING  FEE                   

$15,313,536                  $3,063                       
-----------                  ------                       

*  For purposes of calculating the amount of filing fee only. The amount assumes
the  purchase  of  3,403,008  shares of common stock, par value $0.004 per share
(the  "Shares"),  of  Paris Corporation (the "Company"), at a price per share of
$4.50.  Such  number  of  shares  represents  all  the  Shares outstanding as of
December  31,  2001  (other  than  150,527 shares beneficially held by Gerard M.
Toscani),  plus  162,300 shares issuable upon exercise of outstanding options to
purchase  Shares.                                                               

[X]  Check  the  box  if  any  part  of the fee is offset as provided by Rule   
     0-11(a)  (2)  and  identify  the  filing  with which the offsetting fee was
     previously  paid.  Identify  the  previous filing by registration statement
number,  or  the  Form  or  Schedule  and  the  date  of  its  filing.

     Amount  Previously  Paid:     $3,063     Form  or  Registration No.:     SC

     Filing  Party:     Paris  Corporation     Date  Filed:     January 31, 2002

[ ]  Check the box if the filing relates solely to preliminary communications   
made  before  the  commencement  of  a  tender  offer.                

     Check  the  appropriate  boxes below to designate any transactions to which
the  statement  relates:                                              

[X]     third-party  tender  offer  subject  to  Rule  14d-1.         

[X]     issuer  tender-offer  subject  to  Rule  13e-4.               

[X]     going  private  transaction  subject  to  Rule  13e-3.        

[ ]     amendment  to  Schedule  13D  under  Rule  13d-2.             

Check the following box if the filing is a final amendment reporting the results
of  the  tender  offer:  [X]                                                    

SC TO-I/A
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This  Amendment  No.  4  amends  and  supplements  the Tender Offer Statement on
Schedule  TO filed January 31, 2002 (the "Schedule TO") relating to the offer by
Paris  Corporation,  a Pennsylvania corporation, (the "Company") to purchase any
and  all  outstanding  shares  of  common stock, par value $0.004 per share (the
"Shares"),  of  the  Company  at a purchase price of $4.50 per Share, net to the
seller  in  cash,  upon the terms and subject to the conditions set forth in the
Offer  to  Purchase  dated January 31, 2002 (the "Offer to Purchase") and in the
related  Letter  of Transmittal, copies of which are attached hereto as Exhibits
(a)(1)  and  (a)(2) (which, together with any amendments or supplements thereto,
collectively  constitute the "Offer"). The information set forth in the Offer to
Purchase  and  the  related  Letter  of  Transmittal  is  incorporated herein by
reference  with respect to Items 1-9 and 13 of this Schedule TO, except as noted
below.                                                                          

ITEM  8.  INTEREST  IN  THE  SECURITIES  OF  THE  SUBJECT  COMPANY.             

On  March  20,  2002,  the  Company issued the press release, a copy of which is
attached  hereto  as  Exhibit  (a)(10)  and  incorporated  herein  by reference.

ITEM  10.  FINANCIAL  INFORMATION.                                              

The  information  set  forth  under  "The  Tender  Offer  -- Certain Information
Concerning  the  Company"  of  the  Offer  to Purchase is incorporated herein by
reference.  In  addition,  the  Company's  audited  financial  statements  as of
September  30, 2001 and September 30, 2000, are included in the Company's Annual
Report on Form 10-K for the year ended September 30, 2001, which is incorporated
herein  by reference. Also, the Company's unaudited financial statements for the
three  month  period ended December 31, 2000 and December 31, 2001, are included
in the Company's Quarterly Report on Form 10-Q for the period ended December 31,
2001,  which  is  incorporated  herein  by  reference.                          

ITEM  11.  ADDITIONAL  INFORMATION.                                             

On  March  20,  2002,  the  Company  issued  a press release, a copy of which is
attached  hereto  as  Exhibit  (a)(10)  and  incorporated  herein  by reference.

ITEM  12.  EXHIBITS.                                                            

(a)(1)  Offer  to  Purchase*.                                                   

(a)(2)  Letter  of  Transmittal.*                                               

(a)(3)  Notice  of  Guaranteed  Delivery.*                                      

(a)(4)  Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees. *

(a)(5)  Letter  to  Clients  for Use by Brokers, Dealers, Banks, Trust Companies
and  Other  Nominees.*                                                          

(a)(6)  Letter  to  Shareholders  from  the  Company.*                          

(a)(7)  Guidelines  for  Certification  of  Taxpayer  Identification  Number  on
Substitute  Form  W-9.*                                                         

(a)(8)  Text  of  Press  Release  dated  January  10, 2002 issued by the Company
(incorporated  by  reference to the Company's Tender Offer Statement on Schedule
TO  filed  on  January  10,  2002).                                             

(a)(9)  Text  of  Press  Release  dated  March  5,  2002  issued  by the Company
(incorporated  by  reference  to  Amendment  No. 1 to the Company's Tender Offer
Statement  on  Schedule  TO-I/A  filed  on  March  4,  2002).                   

(a)(10)     Text  of  Press  Release dated March 20, 2002 issued by the Company.

(c)     Opinion  of  Wharton Valuation Associates, Inc., dated November 27, 2001
(Included as Schedule III to the Offer to Purchase filed herewith as Exhibit (a)
(1)).*                                                                          

(d)     Employment  Agreement  dated November 8, 2001 between Dominic P. Toscani
and  Paris  Corporation.*                                                       

(f)     Section  1930  and Subchapter D of the Pennsylvania Business Corporation
Law  (Included as Schedule II to the Offer to Purchase filed herewith as Exhibit
(a)(1)).*                                                                       

(g)     None.                                                                   

(h)     None.                                                                   

*  Previously  filed  by  the  Company on Schedule TO-I, dated January 31, 2002.

 SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the
information  set  forth  in  this  statement  is  true,  complete  and  correct.

Dated:  March  20,  2002                                                        

 PARIS CORPORATION

                      By     /s/  Dominic  P.  Toscani,  Sr.
                      --     -------------------------------
                                  Name:     Dominic  P.  Toscani,  Sr.
                 Title:    President
                                             and Chief Executive Officer

               By     /s/  Gerard  M.  Toscani
                --     -------------------------
                           Name:     Gerard  M.  Toscani
                               Title:    Senior  Vice  President

SC TO-I/A
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 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)  Letter  to  Shareholders  from  the  Company.*                          

(a)(7)  Guidelines  for  Certification  of  Taxpayer  Identification  Number  on
Substitute  Form  W-9.*                                                         

(a)(8)  Text  of  Press  Release  dated  January  10, 2002 issued by the Company
(incorporated  by  reference to the Company's Tender Offer Statement on Schedule
TO  filed  on  January  10,  2002).                                             

(a)(9)  Text  of  Press  Release  dated  March  5,  2002  issued  by the Company
(incorporated  by  reference  to  Amendment  No. 1 to the Company's Tender Offer
Statement  on  Schedule  TO-I/A  filed  on  March  4,  2002).                   

(a)(10)     Text  of  Press  Release dated March 20, 2002 issued by the Company.

(c)     Opinion  of  Wharton Valuation Associates, Inc., dated November 27, 2001
(Included as Schedule III to the Offer to Purchase filed herewith as Exhibit (a)
(1)).*                                                                          

(d)     Employment  Agreement  dated November 8, 2001 between Dominic P. Toscani
and  Paris  Corporation.*                                                       

(f)     Section  1930  and Subchapter D of the Pennsylvania Business Corporation
Law  (Included as Schedule II to the Offer to Purchase filed herewith as Exhibit
(a)(1)).*                                                                       

(g)     None.                                                                   

(h)     None.                                                                   

*  Previously  filed  by  the  Company on Schedule TO-I, dated January 31, 2002.

 Exhibit (a)(10)

 PRESS RELEASE

PARIS CORPORATION. COMPLETES SELF-TENDER OFFER

Burlington,  NJ  -  March 20, 2002 - Paris Corporation (Nasdaq: PBFI), announced
today  that  it  successfully  completed  its  tender  offer  to  purchase  all 
outstanding  shares  of  its  common  stock,  except  for shares held by certain
insiders,  at a purchase price of $4.50 per share in cash. The tender expired at
midnight  New  York  City  time  on  March  15,  2002.                          

Paris  Corporation commenced the offer to purchase all outstanding shares of its
common stock held by the public on January 31, 2002. This completes the first of
a multi-step process toward Paris Corporation becoming a privately-held company.

Based  on  preliminary information received from the depository, Mellon Investor
Services,  LLC,  approximately  2,127,119  shares  were  tendered. As previously
indicated,  Dominic  Toscani  and  Gerard  Toscani  did not tender their shares.

Because the shares held by Dominic Toscani and Gerard Toscani will now represent
more  than 90 % of the Paris Corporation shares, Messrs. Toscani will be able to
cause Paris Corporation to merge with an entity to be formed and wholly owned by
them  without  any further action by Paris Corporation shareholders. This merger
is  expected to occur within the next two weeks.  Paris Corporation shareholders
who  did  not  tender into the tender offer will be mailed information about the
merger.                                                                         

As  a  consequence  of  the  completion of the tender offer, the common stock of
Paris Corporation will shortly cease to be traded on the NASDAQ SmallCap Market.

Paris  Corporation has accepted for payment all validly tendered shares. Payment
for  the  shares  tendered  will  be  made  promptly  and, in the case of shares
tendered  by  the guaranteed delivery procedures, promptly after timely delivery
of  shares  and  required  documentation.                                       

Paris  Corporation  is  primarily engaged in the manufacture and distribution of
stock  and  custom business forms; mill cut, value added, and custom cut sheets;
and  paper  handling  products  for  small  offices  and  home  offices.        

Forward  Looking Statements concerning Paris Corporation's self-tender offer and
its  plan  to  go  private  are  subject  to  a  variety  of  considerations and
uncertainties.  The company's corporate and financial information is detailed in
the  company's filings with the Securities & Exchange Commission, press releases
and  other  communications.                                                     

 END OF FILING

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC TO-I/A’ Filing		Date		First		Last			Other Filings
Filed on:		3/20/02		1		4
		3/15/02		4
		3/5/02		3		4			SC 14D9,  SC TO-I/A
		3/4/02		3		4			SC TO-I/A
		1/31/02		2		4			SC TO-I,  SC TO-I/A
		1/10/02		3		4			SC TO-C,  SC TO-I
		12/31/01		2		3			10-Q,  NT 10-K,  NT 10-Q
		11/27/01		3		4
		11/8/01		3		4
		9/30/01		3					10-K,  NT 10-K
		12/31/00		3					10-Q
		9/30/00		3					10-K
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