SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
PARIS CORPORATION
(Name of Issuer)
Common Stock, $.004/par value per share
(Title of Class of Securities)
699556106
(CUSIP Number)
Steven M. Felsenstein, Esquire
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7089
(215) 564-8074
(Name, Address, and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 29, 1998
(Date of Event which Requires Filing of this Statement)
<PAGE>
Cover Page 1A CUSIP NUMBER: 699556106
1. Name(s) of Reporting Person: Henry Partners, L.P.
IRS Identification number: omitted
2. Member of a Group: (a) ____
(b) X
3. SEC Use Only: ________
4. Source of Funds: WC
5. Check if legal proceedings disclosed: ____
6. Citizenship: State of Delaware
7. Sole Voting Power: 187,000 shares
8. Shared Voting Power: None
9. Sole Disposition Power: 187,000 shares
10. Shared Disposition Power: None
11. Aggregate Amount Beneficially owned: 187,000 shares
12. Check if line 11 excludes shares: ____
13. Percent of class on line 11: 5.2
14. Type of Reporting Person: PN
<PAGE>
cover Page 1B CUSIP NUMBER: 699556106
1. Name(s) of Reporting Person: Henry Investment Trust
IRS Identification number: omitted
2. Member of a Group: (a) ____
(b) X
3. SEC Use Only: ________
4. Source of Funds: N/A
5. Check if legal proceedings disclosed: ____
6. Citizenship: Commonwealth of Pennsylvania
7. Sole Voting Power: 187,000 shares
8. Shared Voting Power: None
9. Sole Disposition Power: 187,000 shares
10. Shared Disposition Power: None
11. Aggregate Amount Beneficially owned: 187,000 shares
12. Check if line 11 excludes shares: ____
13. Percent of class on line 11: 5.2
14. Type of Reporting Person: OO
<PAGE>
Cover Page 1C CUSIP NUMBER: 699556106
1. Name(s) of Reporting Person: David W. Wright
IRS Identification number: omitted
2. Member of a Group: (a) ____
(b) X
3. SEC Use Only: ________
4. Source of Funds: N/A
5. Check if legal proceedings disclosed: ____
6. Citizenship: U.S.
7. Sole Voting Power: 187,000 shares
8. Shared Voting Power: None
9. Sole Disposition Power: 187,000 shares
10. Shared Disposition Power: None
11. Aggregate Amount Beneficially owned: 187,000 shares
12. Check if line 11 excludes shares: ____
13. Percent of class on line 11: 5.2
14. Type of Reporting Person: IN
<PAGE>
ITEM 1. Security and Issuer
This statement (the "Statement") relates to the common stock, par
value $.004, (the "Shares"), of Paris Corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 122 Kissel Road, Burlington, NJ
08016.
ITEM 2. Identity and Background
(a) This Statement is being filed by Henry Partners, L.P. ("Henry"), Henry
Investment Trust ("HIT") and David W. Wright ("Wright"), (collectively, the
"Reporting Persons"). Henry is a Delaware limited partnership and HIT is a
Pennsylvania business trust.
(b) The business address of Henry, HIT, and Wright is 301 South 18th Street,
Philadelphia, PA 19103.
(c) Henry is a private investment partnership engaged in the purchase and sale
of securities. HIT is the general partner of, and investment adviser to, Henry.
Wright is the managing trustee of HIT and has sole authority to act on behalf of
HIT.
(d) During the last five years, none of Henry, HIT or Wright has been convicted
in a criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e) During the last five years, none of Henry, HIT or Wright was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
resulting in a judgment, decree, or final order, as specified in this item.
(f) Wright is a citizen of the United States.
ITEM 3. Source and Amount of Funds or Other Consideration
The amount of funds used in purchasing the Shares (including
commissions thereon) was $317,711. The funds used to acquire the Shares
represent available cash balances of Henry.
ITEM 4. Purpose of Transaction
Henry acquired Shares of the Issuer for investment purposes in the ordinary
course of its business. The Reporting Persons believe the Issuer's Shares are
undervalued, and that the Issuer is retaining cash and marketable securities
significantly in excess of the Issuer's business needs. According to a letter
from the Issuer to its shareholders dated July 29, 1998, the Issuer has over
$10,000,000 in cash and securities, no long term debt and only a very small
working capital loan. Based on the last reported sale price of the Shares on the
NASDAQ Stock Market as of August 6, 1998, the Issuer's cash and marketable
securities alone exceed the entire market value of the Issuer's outstanding
Shares.
The Reporting Persons have had discussions with members of the Board of
Directors and senior management of the Issuer, and may in the future have such
discussions, concerning various operational and financial aspects of the
Issuer's business, the persistent undervaluation of the Shares in the
marketplace, and various ways in which the Issuer and its Board of Directors
could maximize shareholder value. Among the alternatives which the Reporting
Persons believe to be available to the Board of Directors, and which would be in
the interests of all shareholders, are actions such as a self-tender by the
Issuer for all or a portion of the Shares, declaration of a special cash
dividend, substantial open-market purchases, a sale of some or all of the
Issuer's assets, or some combination of these or other significant actions to
improve shareholder value.
The Reporting Persons intend to continue to analyze the Issuer, its
operations, and its prospects, and may communicate with other shareholders or
third parties with respect to the Issuer. The Reporting Persons also will
monitor any corporate actions taken (or not taken) by the Issuer and its Board
of Directors to improve shareholder value, and will evaluate such decisions in
regard to the fairness of any such decisions to all of the Issuer's
shareholders.
Depending on the Issuer's business results and prospects, general
economic and financial conditions, the conditions of the securities markets and
future trading prices in general and those for the Shares in particular, other
developments and other investment opportunities each of the Reporting Persons
may deem material to its investment decisions, such Reporting Person may
purchase additional Shares in the open market or in private
transactions. Depending on these same factors, such Reporting Person may sell
all or a portion of the Shares that it now owns or hereafter may acquire in the
open market or in private transactions.
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the
Act, but will continue to review this position based upon further developments.
<PAGE>
ITEM 5. Interest in Securities of Issuer.
(a) As of the date of this Statement, Henry beneficially owns, and HIT and
Wright may be deemed to beneficially own, 187,000 Shares of the Issuer,
constituting 5.2% of the class of securities identified pursuant to Item 1. This
percentage is based on the belief that 3,629,431 Shares of the Issuer are
outstanding as of December 12, 1997, as set forth in the Issuer's most recent
Proxy Statement for its Annual Meeting of Shareholders mailed on or about
December 19,1997. The Reporting Persons believe that the number of Shares
stated to be outstanding in the most recent available filing of the Issuer
with the Commission is not correct.
(b) Henry, HIT and Wright have sole voting and dispositive power with respect
to 187,000 shares of the Issuer.
(c) During the past 60 days, the persons filing this Statement have engaged in
the following transactions in Shares of the Issuer:
<TABLE>
(1) HENRY:
<CAPTION>
DATE NUMBER OF SHARES PRICE PER SHARE
PURCHASED (SOLD)
<S> <C> <C>
5/28/98 4,500 1.893
6/1/98 2,000 1.955
6/26/98 11,500 1.687
6/30/98 5,000 2.274
7/7/98 6,500 2.360
7/17/98 500 2.800
7/29/98 2,000 2.325
8/6/98 5,000 2.318
</TABLE>
<TABLE>
(2) WRIGHT:
<CAPTION>
DATE NUMBER OF SHARES PRICE PER SHARE
PURCHASED (SOLD)
<S> <C> <C>
6/25/98 (6,000) 1.556
</TABLE>
Each of the above transactions was effected in the open market through the
National Association of Securities Dealers, Inc. Automated Quotation System
(NASDAQ). The Reporting Persons beneficially own no Shares of the Issuer except
as set forth herein.
<PAGE>
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
HIT is the general partner of Henry pursuant to an agreement of
limited partnership which provides HIT with the authority, among other things,
to invest the funds of Henry in securities, including Shares of the Issuer, to
hold, to vote and dispose of those Shares and to file this Statement on behalf
of Henry. Pursuant to such agreement of limited partnership, HIT is entitled to
fees and allocations based on the assets and net profits of Henry.
ITEM 7. Materials to be filed.
None. No joint filing agreement has been established, and this
Schedule 13D has been signed by each filing party.
<PAGE>
SIGNATURES:
After reasonable 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.
Henry Partners, L.P., by its general partner:
by: DAVID W. WRIGHT Date: August 10,1998
David W. Wright,
Managing Trustee of G.P.,
Henry Investment Trust
Henry Investment Trust
by: DAVID W. WRIGHT Date: August 10, 1998
David W. Wright,
Managing Trustee
DAVID W. WRIGHT Date: August 10, 1998
David W. Wright
