Paris Corp – ‘SC TO-C’ on 1/10/02 re: Paris Corp

On:  Thursday, 1/10/02, at 4:25pm ET   ·   Accession #:  1137403-2-12   ·   File #s:  5-38252, 5-38252 (SC TO-I)   ·   Correction:  This Filing’s metadata (e.g., “Filed as of” Date) was Corrected by the SEC on 6/21/02. ®

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Tender-Offer Statement – Preliminary Communication   —   Sch. TO
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Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-C     Tender-Offer Statement - Preliminary Communication     3     13K 

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 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, SR.
 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 10, 2002

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[X]     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:  [  ]                                                   

 -2-

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ITEM  12.  EXHIBITS.                                                            

(a)(1)  Text  of  Press  Release  dated  January  10,  2002,  issued  by  Paris 
Corporation.                                                                    

  EXHIBIT  INDEX

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

(a)(1)     Text  of  Press  Release  dated  January  10,  2002,  issued by Paris
Corporation.                                              

                                               Document  is  copied.
                                                                  EXHIBIT (a)(1)

NEWS  RELEASE                                                                   
================================================================================

  PARIS  CORPORATION  ANNOUNCES  SELF-TENDER  OFFER  AT  $4.50  PER  SHARE
 -----------------------------------------------------------------------

Burlington,  New  Jersey  -  January 10, 2002 - Paris Corporation (Nasdaq: PBFI)
announced today it will commence a self-tender offer to purchase all outstanding
shares  of  its  common  stock at a price of $4.50 per share, net in cash to the
sellers,  and  take  the  company  private.  The  Board  of  Directors  of Paris
Corporation has approved the tender and has recommended that stockholders accept
the  offer.                                                                     

The  tender offer is intended to represent a first step in a transaction through
which  Gerard  M. Toscani, Senior Vice President of Paris Corporation, will take
the  company  private.  Mr.  Toscani  has  indicated that he will not tender his
shares  in  the  offer.                                                         

Paris  Corporation expects to obtain funds for the offer from available cash and
from a new credit facility which is expected to be finalized in February, 2002. 

There  are approximately 3.3 million shares of common stock of Paris Corporation
outstanding,  of which approximately 74 percent currently is owned or controlled
by  Dominic  P.  Toscani,  the  father of Gerard M. Toscani, or Frank A. Mattei.
Both  Dominic  P.  Toscani  and  Frank A. Mattei have indicated they will tender
their  shares  in the offer unless Paris Corporation is unable to obtain the new
credit  facility,  in  which case Dominic P. Toscani will tender only so much of
his  shares  as  the  company  has the ability to purchase after payment for all
other  tendered  shares.                                                        

The  tender  offer  is  subject to customary terms and conditions. If the tender
offer  is  successful, shares that are not tendered in the offer are expected to
be  converted  into cash in a second step transaction such as a liquidation. The
price  per  share  paid  in such a second step transaction is expected to be the
same  as  the  purchase  price  offered  in  the tender offer. Over the past six
months,  Paris Corporation's stock has traded between $2.50 and $3.38 per share.
The  stock  closed January 9, 2002 at $3.35 per share. The $4.50 tender offers a
premium  of  34.33  percent  over  yesterday's close and a premium of between 80
percent  and  33.14  percent  above  the  six  month  trading  range.           

Documentation  for  the tender offer, including a letter of transmittal, will be
mailed  to  all  stockholders  as soon as practical following this announcement.

Stockholders  can  call MacKenzie Partners, the information agent for the offer,
at  1-800-322-2885 to request the tender documents once they become available or
if  they  have  questions  about  the  tender  process.                         

Stockholders  of  Paris  Corporation  should  read the Tender Offer Statement on
Schedule  TO  once it is filed with the Securities and Exchange Commission as it
will  contain important information about the tender offer. Investors can obtain
such Tender Offer Statement on Schedule TO and other filed documents for free at
the  Securities  and  Exchange  Commission's  website  at  www.sec.gov.         

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 Corporations' self-tender offer and
its  plan  to  go  private  are  subject  to  a  variety  of  considerations and
uncertainties,  primarily  the  company's  ability  to successfully conclude the
proposed  tender  offer.  The  company's  corporate and financial information is
detailed  in  the company's filings with the Securities and Exchange Commission,
press  releases  and  other  communications.                                    

Contact Dominic P. Toscani, Sr. (800) 523-6454                                  

     NOTE:  Transmitted  on  PR  Newswire  at 4:30 p.m. EST, January 10, 2002.

Dates Referenced Herein

				Referenced-On Page
This ‘SC TO-C’ Filing		Date		First		Last			Other Filings
Changed as of / Corrected on:		6/21/02							None on these Dates
Filed on:		1/10/02		1		3
		1/9/02		3
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