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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
PARIS CORPORATION
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(Name of Issuer)
Common Stock, $.004 par value per share
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(Title of Class of Securities)
699556106
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(CUSIP Number)
Frederick W. Dreher, Esquire
Duane, Morris & Heckscher LLP
4200 One Liberty Place
Philadelphia, Pennsylvania 19103-7396
(215) 979-1234
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 5, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 699556106
Page 1 of 8 pages
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CUSIP No. 699556106 Page 2 of 8 Pages
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1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Entities Only)
Henry Partners, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b) X
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 205,500 shares
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 205,500 shares
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,500 shares
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8 %
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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CUSIP No. 699556106 Page 3 of 8 Pages
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1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Entities Only)
Henry Investment Trust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b) X
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Pennsylvania
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NUMBER OF 7 SOLE VOTING POWER
SHARES 205,500 shares
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 205,500 shares
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,500 shares
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
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14 TYPE OF REPORTING PERSON (See Instructions)
00
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CUSIP No. 699556106 Page 4 of 8 Pages
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1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Entities Only)
David W. Wright
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b) X
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES 205,500 shares
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 205,500 shares
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,500 shares
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 6995556106 Page 5 of 8
Item 1. Security and Issuer.
This statement (the "Statement") relates to the common stock, par
value $.004 per share (the "Common Stock"), 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.
No change from the initial filing.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate amount of funds used by Henry Partners, L.P. ("Henry")
in purchasing the 205,500 shares of the Issuer (the "Shares") held by Henry
(including commissions thereon) was $359,864. The funds used to acquire the
Shares represent available cash balances of Henry.
Item 4. Purpose of Transaction.
The Reporting Persons are filing this Amendment No. 1 to their
Schedule 13D ("Amendment No. 1") to report certain events that occurred in
connection with the Issuer's 1999 Annual Meeting of Shareholders (the "Annual
Meeting") held on February 5, 1999, as a result of which the Reporting Persons
believe that David W. Wright ("Wright") was either elected to fill a vacancy on
the Board of Directors of the Issuer or such election was improperly denied.
Pending resolution of the issues pertaining to the purported adjournment of the
Annual Meeting and Wright's election to the Issuer's Board of Directors, Wright
is temporarily deferring the filing of a Form 3 Initial Statement of Beneficial
Ownership of Securities under Section 16 of the Securities Exchange Act of 1934.
On February 5, 1999, Wright attended the Annual Meeting on behalf of
Henry. The Issuer's By-laws state that "the business of this corporation shall
be managed by its Board of Directors, 7 in number." The Issuer's Board of
Directors consisted of six directors at the time of the Annual Meeting, and the
Issuer's proxy statement for the Annual Meeting disclosed that six persons had
been nominated for election as directors at the Annual Meeting compared to the
eight directors elected at the 1998 Annual Meeting. The Issuer's proxy statement
for the Annual Meeting failed to disclose the existing vacancy on the Issuer's
Board of Directors or management's apparent plan to fill the vacancy at a later
date without a vote of the Issuer's shareholders. In response to a question from
Wright during the Annual Meeting, the Chairman of the Board of the Issuer
confirmed that a vacancy existed on the Issuer's Board of Directors that would
be filled later. As a result of the Reporting Persons' continuing questions
regarding the Issuer's corporate governance practices and a concern that the
Issuer's existing Board of Directors is not committed to the maximization of
value for all shareholders, Wright thereupon determined to cause his nomination
and the seconding of that nomination for election as a director to fill the
vacancy, and Henry thereafter cast a ballot voting in favor of Wright's
election. No other votes were cast at the Annual Meeting for the election of
directors.
Dominic P. Toscani, the Chairman of the Board of the Issuer, purported
to rule the nomination out of order and to adjourn the Annual Meeting on an
indefinite basis. The procedure for adjournment followed by the Chairman of the
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CUSIP No. 6995556106 Page 6 of 8
Board of the Issuer violated both the requirements of the Issuer's By-laws,
which provide that the adjournment of an annual meeting of shareholders at which
directors are to be elected shall be adjourned only as shall be directed by
shareholders who are present in person or by proxy and who are entitled to cast
at least a majority of the votes which all shareholders would be entitled to
cast at an election of directors, and the Pennsylvania Business Corporation Law
of 1988, which provides that adjournments of meetings at which directors are to
be elected may only be taken for a specified period. Because the proxies
solicited by the Issuer for use at the Annual Meeting did not authorize the
exercise of proxies for any purpose other than for the election of the six named
nominees, the Reporting Persons believe that management's motion to adjourn the
Annual Meeting was not approved by the requisite shareholder vote and further
did not comply with applicable Pennsylvania law because the purported
adjournment was indefinite and not for a stated period and was therefore invalid
under the Issuer's By-laws and the Pennsylvania Business Corporation Law of
1988.
The Reporting Persons believe that the purported adjournment of the
Annual Meeting was solely for the purpose of either denying Wright's election to
the Issuer's Board of Directors or improperly preventing such election inasmuch
as Wright received a plurality of the votes cast for the election of a director
to fill the existing vacancy on the Issuer's Board of Directors, and further
believe that the purported adjournment of the Annual Meeting for an indefinite
period represented an abuse of the Issuer's corporate governance process and was
not in the best interests of all of the Issuer's shareholders. The Issuer's Form
10-Q Report filed with the Securities and Exchange Commission on February 12,
1999 (the "Form 10-Q Report") and the Issuer's February 16, 1999 press release
failed to provide any information regarding the Issuer's purportedly adjourned
Annual Meeting.
Henry initially acquired shares of the Issuer for investment purposes
in the ordinary course of Henry's investment activities. The Reporting Persons
believe the Issuer's Common Stock is undervalued, and that the Issuer continues
to retain cash and securities significantly in excess of the Issuer's reasonable
business needs. According to the Form 10-Q Report, the Issuer has over
$11,000,000 in net current assets, including in excess of $10,000,000 in cash
and securities. Based on the last reported sale price of the Issuer's Common
Stock on the Nasdaq Stock Market, the Issuer's cash and securities alone
continue to exceed the entire market value of the Issuer's outstanding Common
Stock, the price of which has declined to near its historic low.
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 Issuer's Common Stock in
the marketplace, the corporate governance practices of the Issuer and various
ways in which the Issuer and its Board of Directors could maximize shareholder
value. Unfortunately, efforts by the Reporting Persons to engage in discussions
with the Issuer's designated independent directors to discuss the issues and
alternatives raised in this paragraph have been discouraged by the Issuer. Among
the alternatives which the Reporting Persons believe to be available to, and
should reasonably be considered by the Issuer's Board of Directors in the
discharge of its fiduciary duties to all shareholders, and which the Reporting
Persons believe 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 Issuer's Common
Stock, declaration of additional special cash dividends, 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.
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CUSIP No. 6995556106 Page 7 of 8
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 corporate governance and shareholder value, and will
continue to evaluate such actions or failures to act in regard to the fairness
of any such actions or failures to act 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 of securities in general and those for the Issuer's Common
Stock 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 of the Issuer's Common Stock 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 may hereafter 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. However,
pending a demonstration of concrete action by the Issuer's Board of Directors to
improve the corporate governance practices of the Issuer and to maximize value
for all shareholders of the Issuer, in each case in the appropriate discharge of
the fiduciary duties of each member of the Issuer's Board of Directors to all
shareholders, the Reporting Persons will continue to review this position and
reserve the right to take actions relating to matters described in such clauses
based upon further developments and the Reporting Persons' judgment as to the
best interests of all shareholders.
Item 5. Interest in Securities of Issuer.
(i) As of the date of this Statement, Henry beneficially owns, and Henry
Investment Trust ("HIT") and Wright may be deemed to beneficially own, 205,500
shares of the Issuer, constituting 5.8% of the Common Stock. This percentage is
based on the belief of the Reporting Persons that 3,554,645 shares of Common
Stock of the Issuer are outstanding as of December 18, 1998, as set forth in the
Issuer's proxy statement for the Annual Meeting.
(ii) Henry, HIT and Wright have sole voting and dispositive power with
respect to 205,500 shares of the Issuer.
(iii) During the past 60 days, the Reporting Persons have engaged in the
following transactions in shares of the Issuer:
Number of Shares Price Per
Date Purchased Share
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12/21/98 1,000 $1.963
12/31/98 1,500 2.329
1/4/99 5,000 2.318
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CUSIP No. 6995556106 Page 8 of 8
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.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
No change from the initial filing.
Item 7. Materials to be filed.
None. No joint filing agreement has been established, and this Amendment
No. 1 has been signed by each filing party.
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.
Date: February 18, 1999 HENRY PARTNERS, L.P.
By: Henry Investment Trust its general partner:
By: DAVID W. WRIGHT
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David W. Wright,
Managing Trustee
HENRY INVESTMENT TRUST
Date: February 18, 1999 By: DAVID W. WRIGHT
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David W. Wright,
Managing Trustee
Date: February 18, 1999 DAVID W. WRIGHT
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David W. Wright
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