Paris Corp – ‘SC TO-I/A’ on 3/4/02 re: Paris Corp

On:  Monday, 3/4/02   ·   Accession #:  1137403-2-24   ·   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     21K 
                          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. 1

 PARIS CORPORATION

(Name of Subject Company (Issuer))

 GERARD M. TOSCANI
DOMINIC P. TOSCANI, SR
 PARIS CORPORATION
(Names of Filing Persons (Offerors))

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

MARCH  4, 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 TO-I 

Filing  Party:  Dominic  P.  Toscani,      Date  Filed:  January  31,  2002     
Sr.,  Gerard  M.  Toscani,  Paris                                               
Corporation                                                                     

[  ]  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:  [  ]                                                   

SC TO-I/A
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This  Amendment  No.  1  amends  and  supplements  the Tender Offer Statement on
Schedule TO-I filed January 31, 2002 (the "Schedule TO-I") 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, as amended (the "Offer to Purchase")
and  in  the  related  Letter  of  Transmittal, respectively Exhibits (a)(1) and
(a)(2)  to  this  Schedule  TO-I/A  (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-I/A.                                                               

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 periods 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  5,  2002, the Company will issue the press release attached hereto as
exhibit  (a)(i).                                                                

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-C  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.                                                                   

(i)      Text  of  Press  Release  dated  March  5,  2002.                      

*  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  4,  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 (A)(13)

PARIS CORPORATION ANNOUNCES AMENDMENTS TO ITS SELF-TENDER OFFER;

 EXPIRATION DATE OF CASH OFFER AT $4.50 PER SHARE EXTENDED TO MARCH 15, 2002

Burlington,  NJ  -  March  5,  2002  -  Paris  Corporation (Nasdaq: PBFI), today
announced  that  it  will  be filing with the Securities and Exchange Commission
amendments  to  the  Offer  to  Purchase  relating  to  the self tender by Paris
Corporation  for  all  outstanding  shares  of  its  common  stock.             

The  amendments,  which  are  being  made  in  response  to SEC comments, may be
obtained  at  the  SEC's  web site at http://www.sec.gov.  Paris Corporation has
extended  the  expiration  date  of the tender offer from midnight New York City
time  on  Tuesday, March 5, 2002, to midnight New York City time on Friday March
15,  2002  as  a  result of the filing and in order to respond to any additional
comments  from  the  SEC.                                                       

Paris  Corporation commenced the offer to purchase all outstanding shares of its
common  stock  held  by  the  public on January 31, 2002 at a price of $4.50 per
share,  net  in  cash  to  the  sellers.                                        

Shareholders  of  record  can  tender their shares by completing and mailing the
appropriate  Letter  of Transmittal, along with any other required documents, to
the  depositary,  Mellon  Investor Services, LLC. Where stock is held in "street
name",  the  shareholder must contact the appropriate broker, dealer, commercial
bank,  trust  company  or  other  nominee  in  order  to  tender  the  shares.  

If  shareholders  are unable to locate their shares, or have any questions about
the  tender  process, they should immediately call MacKenzie Partners, Inc., the
information  agent  for  the  offer,  at  1-800-322-2885.                       

There  are approximately 3.3 million shares of common stock of Paris Corporation
outstanding,  of  which about 50% currently is owned or controlled by Dominic P.
Toscani, Sr. and Gerard M. Toscani who are taking the company private. The Board
of  Directors,  by unanimous vote, has determined that the offer is fair to, and
in  the  best  interest  of,  the  public stockholders of Paris Corporation, and
recommends  that  the  stockholders  accept  the  offer.                        

Stockholders  of  Paris  Corporation  should  read the Tender Offer Statement on
Schedule  TO-I,  as  amended,  which is on file with the Securities and Exchange
Commission  as  it  contains  important  information  about  the  tender  offer.
Investors  can  obtain  such  Tender  Offer Statement on Schedule TO-I 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 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
		3/15/02		4
		3/5/02		3		4			SC 14D9,  SC TO-I/A
Filed on:		3/4/02		1		3
		1/31/02		2		4			SC TO-I,  SC TO-I/A
		1/10/02		3					SC TO-C,  SC TO-I
		12/31/01		2		3			10-Q,  NT 10-K,  NT 10-Q
		11/27/01		3
		11/8/01		3
		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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