ITEM 1 - BUSINESS
GENERAL - -------
Paris Corporation ("Paris"), formerly Paris Business Forms, Inc., incorporated in 1964 under the laws of the Commonwealth of Pennsylvania, is a holding company with four wholly owned subsidiaries, viz., two active operating companies in New Jersey and Texas, one inactive Florida corporation, and a Delaware corporation which owns the Companys trademarks. Paris Business Products, Inc., a New Jersey corporation and Paris Business Forms, Inc., a Texas corporation, are the two operating companies, with plants in New Jersey and Texas, respectively. PBF Corporation is the Delaware corporation. The Texas and Florida corporations are both wholly owned subsidiaries of the New Jersey corporation. Paris also has a 44% interest in a corporation, Signature Corporation, formed in 1992, to market office products through the supermarket and drug chain channels. Xerox Corporation and two individuals own the remainder of the interest in Signature Corporation.
In January, 1996, Paris changed its corporate name to Paris Corporation from Paris Business Forms, Inc.
The Company converts mill paper rolls to business forms at its two manufacturing and distribution plants in New Jersey and Texas and distributes office products, computer products and software through a number of market channels including forms dealers, paper merchants, stationers, office product and computer superstores, consumer electronics retailers, buying groups, catalogs, supermarkets, and drugstore chains. Products include stock and custom continuous forms; mill cut, value added, and custom cut sheets; paper handling products for small offices and home offices, computer based printers and scanners, office products and on-demand laser software. Geographically the Company markets its products throughout the United States and Canada through Company sales representatives, independent representatives, brokers, dealers, and distributors.
Traditionally, the principal focus of the business was the manufacture of continuous forms designed to run on dot matrix and high speed impact printers. The Company serves the stock green bar continuous forms market , as well as the custom forms market for commercial businesses providing business forms to customer specifications. In recent years, with printer technology changing to laser and inkjet imprinting and the evolution of software to provide design capability to the user, the demand for continuous forms has begun to decline and is expected to continue at a negative 5% to 10% annual declining rate into the future. Accordingly, the Company is changing its focus to the development and sale of value added and custom cut sheet products used on laser and inkjet printers. Perfed, punched, lined cut sheets, high quality printing cuts, collated sets, colored cuts and novelty cut products have been recently introduced. Additional diversification strategies in hardware and software products have been successfully embarked on within the last two years.
The newest retail line, Burlington(TM), specifically targeted to the small office and home office user, has been an affirmation of the decision to evolve as a technologically responsive leader in the business products industry. Home offices in the United States total 47 million, with home based businesses totaling over 13 million in 1995 and that number is anticipated to grow. Our retail line of products capitalizes on ink jet and laser printer capabilities with offerings such as business cards, greeting cards and stationery for small office and home office use. Additionally, sales of our specialty ink jet papers, formulated to provide maximum color contrast and optimal absorption, is expected to grow exponentially with the rise in popularity of ink jet printers. Projected sales for the ink jet printer market for 1997 is expected to be over eight million units.
Signature Corporation, the 44% owned joint venture with Xerox Corporation to distribute office products to the food and drug store markets, continues to generate strong growth in revenues. Formed in late 1992, Signatures sales have doubled in each of the past two years, with stores served increasing from
550 to 6800 currently. This penetration represents approximately 13% of the total number of food and drug outlets in the United States. In 1997, sales are expected to double again, reflecting continuing growth with existing customers and new account acquisitions.
COMPETITION - -----------
The business forms market is divided into two major segments. One segment sells directly to end users. The other segment, which Paris serves, distributes its forms through resellers and retailers.
In the reseller market, the Company competes principally with four companies in stock computer paper. Although the Company does not compete directly with the approximate dozen direct sellers, weak industry conditions have forced the direct sellers to market to the smaller companies which traditionally bought through the indirect market. The Companys selling prices have suffered accordingly, but lost market share has been minimal. With respect to custom forms, all of the direct and approximately four hundred regional companies participate in that market.
The demand for continuous computer forms is declining at an overall annual rate of 5-10%, consistent with the replacement rate of impact printers with laser and ink jet printers. It appears that this transition is occurring at a slower pace in commercial businesses, where impact line printer installations have a longer life. The home office/small office (SOHO) market, generally served by the retail channel, is declining at a faster pace than average. The Company sells through both the commercial and SOHO user channels. Accordingly, it is suffering margin erosion due to competitive attempts to gain or sustain market share via pricing. Ultimately, industry consolidation may stabilize pricing and eventually improve margins, but the Company expects to be challenged on price in its core business in the foreseeable future.
SUPPLIERS - ---------
The Company purchases registered bond paper, (consisting of a wide variety of weights, widths, colors, sizes and qualities), cut sheet, and carbonless paper principally from the major United States paper mills. The Company believes that it has good relationships with all of its suppliers.
During the fiscal year ended September 30, 1995, the major paper mills shifted some capacity, or in some cases eliminated capacity, creating a shortage in raw paper supply for the Company and the paper industry at large. As a result, paper costs accelerated at a rapid pace, nearly doubling during the period of July to December, 1994, and increased another 25% from January, 1995 to September, 1995. The tight supply conditions ceased after September, 1995, with reduced demand from manufacturers and distributors throughout the supply channel due to high inventory levels. During the fiscal year ended September 30, 1996, supplier pricing declined as much as the previous year increase and returned to price levels of two years prior. The Company expects far less volatility over the next twelve months and supply consistent with demand.
The Company has partnered or formed strategic alliances with a number of companies to provide raw material, market support, and/or name recognition for its value added cut sheet product and non-paper products. Xerox and the Company have formed Signature Corporation to market office products under the Xerox brand name through the supermarket and drugstore chains. The Company has entered into a distribution agreement with Seiko Instruments, Inc. to sell a label printer product through selected markets in the United States. Paris contracted with Microtek, Inc., a billion dollar Taiwanese manufacturer, to private label manufacture a scanner product with optical recognition software capability, and with another Taiwan Company, Asco Products, Inc. to provide a variety of products, viz., a private label paper folder for managing mail distribution and after-market paper feed trays for Hewlett Packer laser printers. Currently, the Company represents the largest volume customer of Boise Cascade for certain specialty retail cut sheet products. The Company believes the strong relationship between Paris and Boise will provide the Company a solid footing for future cut sheet supply. Finally, Paris is working with a number of entrepreneurial
startup companies with unique products that fit well within the existing product offerings. Touch-It Corporation produces heat sensitive envelopes, folders, and note pads that change color when touched. Compu-Notes, Inc. produces clip boards, binders and address books made from recycled circuit boards. Paris is working closely with both of these firms to introduce their products to certain select markets.
SEGMENTS AND MAJOR CUSTOMERS - ----------------------------
The Company operates in three segments or lines of business, including stock continuous forms and cut sheets, continuous forms and cut sheets and office products. Financial information for each of the Company's segments including net sales, operating income, total assets, capital expenditures and sales to major customers, are included in the accompanying financial statements.
No customer accounts for more than 10% of the Company's custom shipments. However, one customer, Office Depot, Inc., a leading office superstore, accounts for more than 24% of stock computer paper shipments. The loss of Office Depot would have a material adverse affect on net sales and gross profits. A pending merger of Office Depot and Staples is awaiting government approval. It is inevitable that suppliers will be eliminated by the merged company. However, at this time, Paris is unable to predict the impact of the merger on the Company's future sales volume. The Company has been a major supplier to Office Depot, Inc. for the past eight years. However, there are no contractual relationships guaranteeing our continued presence as a vendor.
EMPLOYEES - ---------
As of September 30, 1996, the Company employed approximately 190 people in manufacturing, sales and administrative functions in its corporate offices and plants in New Jersey and Texas.
DISTRIBUTION AND MARKETING - --------------------------
The Company markets the custom and stock forms products through approximately 2,500 independent dealers in the United States and Canada, as well as through retail superstores. The independent distributors rely on several manufacturers, like the Company, to supply these end users. The distributors range in size from a single individual to a distributorship with several offices and an extensive sales force. The Company operates, or contracts for storage space, in several strategically located warehouses along the east coast, southeast and southwest regions of the country. These locations are used as the storage and shipping points for its stock forms. Currently, the Company's primary method of generating sales contacts is through its own sales force, sales representatives, extensive marketing programs, referral and reputation.
The sales force consists of a National Sales Manager and five salespersons covering New England, Mid-Atlantic, Southeast, Midwest and Southwest regions of the eastern United States. A network of independent sales representatives covering the entire United States has been assembled over the past two years to sell the new non-paper products through major resellers and retailers. New marketing positions have been created to support the new product line.
MANUFACTURING - -------------
The Company's custom paper products are manufactured in the New Jersey plant with five rotary presses and two collators. The rotary presses range in size from 17" to 22" and provide the Company with the ability to produce a broad spectrum of form sizes. Each piece of machinery requires a skilled operator; support personnel are required on some equipment. The custom forms operation runs primarily two shifts per day, however some equipment runs three shifts. The estimated annual capacity of the custom business is approximately $12 million in sales at current prices.
The Company's stock form business is manufactured from two locations. The New Jersey facility has six presses and one collator, and Texas has three presses and one collator. The majority of the stock forms is produced to be sold from inventory. Each plant is also capable of producing customized computer paper or stock forms upon order. The stock operation is three shifts per day, five days per week, with overtime on an as-needed basis. The estimated annual capacity of the stock business is approximately $55 million in sales at current prices.
The Company's equipment is very well suited to produce nearly all of the forms products required by a forms distributor or retailer. The Company continues to monitor any new product requirements of its forms distributors and assess what new equipment or equipment modifications are required to produce the products.
OPERATIONS - ----------
The Company owns a 159,000 square foot plant and corporate office in Burlington, New Jersey and leases a 45,000 square foot plant in Fort Worth, Texas. Of the approximate 200,000 square feet of space, 5% is devoted to offices, 50% to warehouse and 45% to paper conversion. There are nine stock presses, five custom presses and three collators operating at the two plants. There are no union affiliations among the 124 hourly and 66 salaried employees at the Company's two locations. The Company ships via common carrier trucks either directly to its customers from its plant warehouses or through contract distribution sites or cross dock sites.
Utilization of production capacity approximated 80% in the New Jersey plant and 45% in the Texas plant over the past twelve months. Two expiring equipment leases in 1997 will reduce capacity levels and the Company has the option of purchasing the equipment at lease termination if new demand exists to support the capacity.
In April, 1995 the Florida plant was closed and certain equipment was sold or scrapped. In addition, a press was purchased at the expiration of the lease and resold at a profit. The Company expects to maintain its present two plants in fiscal 1997, but will continue to reduce capacity or increase demand whenever possible in its stock continuous forms business to maximize utilization.
Custom forms capacity has been converted from roll to sheeting capability and will continue over the next two years to address the shift in demand from continuous forms to cut sheet forms. Currently, 40% of capacity is directed to custom cut sheets. By 1997, 100% of production will be allocated to cut sheet products.
The Company has adequate domestic and foreign paper supply sources with paper mills and brokers at the present time. However, no new mill capacity is scheduled until 1997. The mills are reallocating capacity to higher grade papers that yield higher margins and, as a result, are de-emphasizing forms bond used in continuous form production.
During fiscal 1995, the mills commenced on an allocation program yielding lower levels of supply to all their customers, including Paris. In addition, the supply of foreign paper was absorbed in Europe. The resulting tight supply conditions yielded much higher market prices for the Company, equal to or greater than the higher raw paper increases. The Company was able to utilize its long term relationships with the mills and brokers and buying expertise to obtain lower but adequate paper tonnage to satisfy its customer base and certain new accounts at higher price levels. As a result, record profits occurred in fiscal 1995 despite unit volume decreasing approximately 60%, as pricing increased at a much greater rate resulting in margins of 30% compared to the average in prior years of 15%. Due to the paper mill allocations that occurred in the first nine months of fiscal 1995, Paris built inventory levels far in excess of normal levels, reaching in excess of five months supply by September, 1995. The Company, like many of its competitors and dealers, purchased paper in anticipation of future shortage and even higher prices during
the summer of 1995. At the beginning of fiscal 1996, Paris was caught at the top of the cycle with a large amount of high-priced inventory as paper prices started to decline. Selling of that inventory resulted in a significant reduction in operating margins well into the third fiscal quarter. Additionally, Paris manufacturing facilities were operating below full capacity levels, reflecting the ongoing decline in demand by consumers for continuous forms paper products. Paris resolved the inventory problem in the fourth quarter and is currently purchasing its paper supplies at prevailing market prices. We are continuing to shift capacity from continuous forms to the fast-growing custom cut sheet market. As demand for these products accelerate, we anticipate improvement in operating margins in the months ahead.
OTHER MATTERS - -------------
The corporate structure of the Company's legal entities was reorganized in fiscal 1995. Paris Business Forms, Inc. (PBFI), the public company, transferred substantially all of the operating assets and liabilities to a newly formed subsidiary corporation, Paris Business Products, Inc. (PBP). The Texas operating corporation, Paris Business Forms, Inc. (PBFITX) and a newly formed Florida corporation, Paris Business Products, Inc. (PBPFL), are subsidiaries of PBP. PBFI is now a holding Company which owns the Burlington, New Jersey plant and cash and near cash investments. PBP, PBFITX and PBPFL are operating corporations. PBF Corporation, a Delaware corporation, owns the Company trademarks and remains a subsidiary of PBFI.
The Internal Revenue Service completed an audit of the Company's profit sharing plan, corporate tax returns, and employment tax filings for the periods 1992, 1993 and 1994. Total assessments, interest, and penalties were $209,000.
In 1995, the Board of Directors approved upon the termination of his employment, the President and Chairman of the Board, shall receive $100,000 per year for four years in recognition of past services. Accordingly, $400,000 in deferred compensation liability was recognized and included in the 1995 financial statements. As a result of the losses from operations in 1996, the Board of Directors terminated the Chairmans deferred compensation plan. Accordingly, the $400,000 liability was reversed in 1996 as a reduction of general and administrative expenses.
The working capital line of credit with the Company's bank expired on September 30, 1996 and was extended until December 31, 1996. Outstanding borrowings at September 30, 1996 were $3,926,500 with an availability of $4,000,000. The Company is presently in negotiation with several banks to obtain a new line of credit facility by December 31, 1996. The Company expects to have a new asset-based credit facility in place by late December, 1995 or early January, 1997.
ITEM 2
ITEM 2 - PROPERTIES
The Burlington, New Jersey facility serves as the corporate office, manufacturing plant and distribution center. The building has been expanded to 159,000 square feet. The original facility of 116,000 square feet, including 5,000 square feet of office space, was constructed and occupied during the first half of 1986. The warehouse addition of 34,000 square feet was completed during the summer of 1988.
The Fort Worth, Texas facility was sold in June, 1994 and replaced by a 45,000 square foot leased facility.
In March 1992 the Company purchased a 70,000 square foot building in Jacksonville, Florida to expand stock forms operations. The cost of the building plus improvements was approximately $1.3 million. In April 1995, the Florida facility was sold for $1,050,000, and the facility was not replaced.
ITEM 3
ITEM 3 - LEGAL PROCEEDINGS
There are no material legal proceedings in process as of the date of this filing.
ITEM 4
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the year ended September 30, 1996.
PART II
ITEM 5
ITEM 5 - MARKET FOR REGISTRANTS COMMON STOCK AND RELATED SECURITY HOLDERS MATTERS
(A) The Company's common stock is traded in the over-the-counter market and is listed on the National Association Of Stock Dealers Daily Quotation Service (NASDAQ) National Market System. The Symbol for the Company is PBFI. The registrar and transfer agent is ChaseMellon Bank. The table below shows the quarterly price range of Paris Corporation common shares, as shown by the National Daily Quotation Service.
(B) The approximate number of shareholders of record as of November 15, 1996 was 200.
ITEM 6
ITEM 6 - SELECTED FINANCIAL DATA
FOR THE YEAR ENDED SEPTEMBER 30, (IN THOUSANDS EXCEPT FOR PER SHARE AMOUNTS)
ITEM 7
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS. ($ in thousands, except statistical data)
Liquidity and Capital Resources
Working capital at the end of fiscal years 1996, 1995 and 1994 was $12,048, $15,255 and $11,866, respectively. Working capital decreased $3,207 during the fiscal year ended September 30, 1996. The primary use of working capital was to fund the net loss of $3,400, net of non-cash expenses for depreciation ($1,134) and equity in joint venture loss ($303) and non-cash gains on the sale of fixed assets ($46). Treasury stock purchases ($426), capital expenditures, net ($394), and additional joint venture investment ($390) accounted for the remainder of the working capital deficit during the year.
Cash and cash equivalents at the end of fiscal years 1996, 1995 and 1994 was $916, $5,227 and $2,081, respectively. Cash and cash equivalents decreased $4,311 in fiscal 1996. Cash used in operations was $93 despite the net loss of $3,400 due to the reduction of beginning inventories by $10,662, offset by a decrease in payables and accruals of $4,872, repayment of a term loan ($1,650) and reduction of the working capital line of credit ($1,000), the purchase of marketable securities ($1,160), the payment of prior year federal income taxes ($1,105), and the current year federal income tax benefit receivable ($1,865).
Inventories were reduced to normal supply levels during 1996 decreasing beginning inventories of $17,347 to $6,686 by year end. Profit margins were significantly impacted during the year as the high cost inventories were shipped during a period of eroding sell prices. Competitively priced raw material purchases did not resume until the third quarter of the fiscal year. The drawdown on the line of credit in 1995 to finance part of the inventory build was approximately $5,000; due to the operating losses incurred in 1996 only $1,000 was repaid against the prior year drawdown.
The company has a $4,000 line of credit available through a commercial bank at the prime rate less one-half percentage point (8.5% at September 30, 1996). The outstanding balance on the line at year end was $3,927, as compared to the prior two years balances of $4,927 and $0, respectively. See Note 6 in the Notes to Consolidated Financial Statements for more detail. In addition, the company has available $916 in cash and cash equivalents and $4,778 in diversified marketable securities as of September 30, 1996.
The company leased one custom press and two stock presses in the current fiscal year. The custom press was purchased at the expiration of the lease during the year. The two stock press leases will expire in fiscal 1997. The New Jersey plant and office is owned and unencumbered. The Texas plant is leased through August, 1999.
Capital expenditures for fiscal years ended September 30, 1996, 1995 and 1994 were $456, $921 and $356, respectively. During the current fiscal year, significant expenditures included a plant consolidation ($185), the purchase of a custom press at lease expiration ($98), computer hardware and software upgrades to the companys system ($93), development cost for a new software product ($42) and a vehicle purchase ($40).
The term loan outstanding at September, 1995 of $1,650 was repaid in full during fiscal 1996.
The fiscal 1996 net operating loss will be carried back to the prior year for federal income tax purposes and the company expects a refund of approximately $1,865 by March, 1997.
Internally generated cash flows appear to be adequate to support currently planned business operations. However, certain events such as significant acquisitions or capital expenditures could require external financing.
1996 compared to 1995
Net sales for the fiscal year ended September 30, 1996 decreased 12% or $7,474 due to (1) a 7% decline in stock computer paper volume ($1,500), generally attributable to the diminishing demand for impact printer paper products; (2) 15% lower selling prices for both stock computer paper and custom forms ($8,280), essentially proportionate to the raw paper cost decreases from the mills; (3) a higher rate of sales rebates and product returns ($319) resulting from the companys focus on the retail channel; (4) offset by a 120% increase in new product offerings ($2,625), viz., laser and inkjet papers, specialty office and consumer products, and computer hardware/software.
Despite 7% lower volumes in stock computer paper and approximately 22% lower raw paper costs for both stock computer paper and custom forms, resulting in $2,640 of lower product cost, cost of sales increased $3,821 or 7% in the current fiscal year principally due to the significant overstocking of raw paper inventories at the beginning of the year at the market price peak ($4,678). As a result, weakening sell prices through the first three quarters of the year resulted in abnormally low margins until the inventories were reduced to normal operating levels in the fourth quarter. Other factors causing higher product costs in fiscal year 1996 were the increased volume of new product sales ($2,056), greater freight costs ($500) due to the companys major customer requiring direct store delivery instead of shipments to regional distribution centers as well as importation costs on certain hardware products foreign sourced. Factory overhead cost reduction programs ($350), improved production efficiency ($200), and increased capacity utilization ($373) provided counterbalancing reductions in cost of sales.
Gross profit declined $11,295 in 1996 as compared to 1995 primarily for two reasons, viz., the significant drop in sell prices due to lower demand and competitive pressures ($7,000) plus the effect of the excessive inventories carried through most of the year bearing disproportionate unit cost relative to the market ($4,500). To a lesser extent, lower volume contributed negatively ($400). However, new products generated approximately $600 additional gross profit in 1996.
Sales and marketing expenses were $755 greater in 1996 principally due to new product offerings requiring greater expenditures for staff ($250), travel and entertainment ($170), advertising ($150), product samples ($70), direct mail campaigns ($70), and public relations ($45). General and administrative expenses decreased $833 due to termination of a deferred compensation plan ($800), a reduction in the required bad debt reserve ($290) and legal expense accruals ($53) offset by an assessment from a federal employment tax audit $160, higher professional fees $40, depreciation $70, and miscellaneous expenses $40.
Interest expense was higher in 1996 by $144 principally due to the greater utilization of the companys credit line resulting in additional interest of $244 less the interest savings of $100 from the payoff of the industrial revenue note in the second quarter of the fiscal year.
In 1996, other income, net, of $685 exceeded other expense, net, of $237 in 1995 by $922. Losses of approximately $500 on the disposal of factory equipment and the Florida plant sale occurred in the prior year; there were no significant sales or disposals in the current fiscal year. In addition, investment income and gains on the sale of stock investments in FY96 exceeded the prior year by approximately $400.
Income tax expense in FY95 and income tax benefit in FY96 were at effective tax rates of 34%.
Inflation is not expected to have a material effect on future sales or earnings.
1995 compared to 1994
Net sales for the fiscal year ended September 30, 1995 increased $7,024 or 12% as compared to fiscal 1994, due to increases in average selling prices of 59% in stock continuous forms products and 14% in custom forms resulting in higher revenues of $18,811 and $1,031, respectively, in these business segments. Offsetting the favorable price levels in fiscal 1995 was a decline in unit volume of 30% or $14,662 in the Companys core computer paper business due to the shrinking market for impact printer paper products averaging approximately 10% per year and the industry paper supply shortages resulting from paper mill supply allocations in the Companys third and fourth quarters of fiscal 1995.
Cost of sales remained relatively stable ($67 change) in fiscal 1995 versus 1994. The lower sales volume of 30% was offset by higher unit costs of equal effect due to raw material paper cost escalation during the year.
Gross profit increased $7,091 (145%) from fiscal 1994 to fiscal 1995 principally from the net incremental positive margins of $6,514 in the stock computer paper business segment resulting from selling price increases outpacing higher unit paper costs and declining volume. Conversely lower margins occurred in the custom business forms segment of $511 where higher unit costs could not be entirely passed on to customers through higher prices. Sales of new products yielded incremental profit of $700. Cost reduction efforts resulted in significant savings from the closing of various distribution sites and the Florida manufacturing plant in the amount of $630. The cost of underutilization of factory capacity of $242 accounted for the majority of the remaining gross profit change.
Selling expenses increased $569 (33%) due to marketing and staffing cost associated with new product introductions, viz., salaries of $175, promotional materials and related expenses of $110, advertising expense of $108, trade show expense of $72, and other sundry increases of $104. General and administrative expenses increased $1,097 (39%) due to the following: $400 for the adoption of a deferred compensation plan, increased salaries and benefits of $206, an increase in bad debt expense of $197, and other sundry increases of $294.
Interest expense increased $18 for the fiscal year ended September 30, 1995, in comparison to the prior fiscal year. The change resulted from interest incurred on a working capital loan of $68, offset by a decrease of $50 due to the paydown of mortgage debt and a bank term loan.
Other net expense increased $348 for the fiscal year ended September 30, 1995 in comparison to the prior fiscal year. The increase was due principally to the loss on equipment sales and the retirement of dormant and underutilized fixed assets of $368. The shutdown of the Jacksonville, Florida facility comprised $198 of the loss on fixed assets.
ITEM 8
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
FINANCIAL STATEMENT SCHEDULES NOT INCLUDED IN THIS FORM 10-K HAVE BEEN OMITTED BECAUSE THEY ARE NOT APPLICABLE OR THE REQUIRED INFORMATION IS SHOWN IN THE FINANCIAL STATEMENTS OR NOTES THERETO.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
Consolidated Statement of Cash Flows ------------------------------------
The accompanying notes are an integral part of these financial statements.
Notes to Consolidated Financial Statements
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION:
Paris Corporation and subsidiaries (collectively, the Company) manufacture stock and custom business forms, provide value added services to cut sheet products, and distribute office products and computer/printer peripheral products. The Company manufactures stock and custom forms in Burlington, New Jersey and stock forms in Fort Worth, Texas. The Company markets through retailers, resellers, and dealers throughout the United States and Canada.
Effective January 26, 1996, Paris Business Forms, Inc. (a Pennsylvania publicly held corporation) adopted a new name, Paris Corporation.
The consolidated financial statements include the accounts of Paris Corporation and its wholly-owned subsidiaries with appropriate elimination of intercompany accounts and transactions.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
Use of Estimates: The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents: The Company considers short-term investments purchased with an original maturity of three months or less to be cash equivalents.
Investments in Debt and Equity Securities: At October 1, 1994, the Company adopted Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities: (SFAS No. 115). The adoption of SFAS No. 115 resulted in an increase in stockholders equity of $36,574, net of taxes of $18,841. In accordance with SFAS No. 115, prior years financial statements have not been restated to reflect the change in accounting method.
Marketable Securities: At September 30, 1996 and 1995, marketable debt and equity securities have been categorized as available for sale. Such securities are stated at fair value based upon quoted market prices. Unrealized holding gains and losses are reported as a separate component of stockholders equity. The Company accounts for investments in limited partnerships under the equity method of accounting.
Inventories: Inventories are stated at the lower cost or market. Cost is determined by the first-in, first-out method (FIFO).
Property, plant and equipment: Property, plant and equipment are stated at cost. Expenditures for renewals and betterments which increase the useful life or capacity of property, plant and equipment are also capitalized at cost. Expenditures for repairs and maintenance are charged to income as incurred. Gain or loss on the retirement or disposal of capital assets is reflected in income in the period of disposal.
Depreciation is computed using the straight-line method over the estimated useful lives of the assets.
Joint venture: The company is a joint venture participant with Xerox Corporation in Signature Corporation, Inc. This investment is accounted for using the equity method.
Per share data: Earnings per share data have been computed on the basis of the weighted average number of shares of common stock outstanding (3,632,531 shares in 1996, 3,729,406 shares in 1995 and 3,715,317 shares in 1994), plus the dilutive effect of common stock equivalents (stock options) computed using the treasury stock method which resulted in an aggregate of 3,707,700 shares in 1996, 3,795,087 shares in 1995 and 3,715,317 shares in 1994.
Acquisitions: In October 1995, the Company invested an additional $390,000 in Signature Corporation, Inc. (Signature), a joint venture corporation that markets office products through the supermarket and drugstore retail chains. The Companys original investment of $333,334 for 33% of the common stock of the joint venture in December 1992 has been written off completely by the recognition of the Companys equity in the operating losses of Signature of $129,334 and $204,000 in fiscal 1995 and 1994, respectively. With the additional capital investment, the Company has increased ownership to 44% of the common stock of Signature. During the year ended September 30, 1996, the Company wrote off $303,500 of the $390,000 investment due to the operating losses of the joint venture.
The Company invested $455,931 in property, plant, and equipment during the year, of which $185,916 related to the reorganization and plant consolidation of the Burlington, New Jersey facility, $97,500 related to the purchase of a custom press which was formerly leased, $122,552 related to the purchasing of personal computers and related software and equipment.
Dispositions: The Jacksonville, Florida facility was sold in April 1995, due to plant rationalization and reorganization. The net sales proceeds were $978,182 and the loss realized was $56,955. The retirement of other assets related to the Jacksonville closing resulted in a loss of $141,291.
NOTE 3 - MARKETABLE SECURITIES
Marketable securities classified as current assets at September 30, 1996 and 1995, are summarized as follows:
The Company accounts for investments in limited partnerships under the equity method of accounting. These investments are not subject to SFAS No. 115.
Gross unrealized holding gains and losses at September 30, 1996 and 1995, are as follows:
Proceeds from the sale of securities classified as available for sale for the year ended September 30, 1996 and 1995 were $901,901 and $429,174, respectively. Fiscal 1996 and 1995 gross realized gains and losses were $892,762 and $31,303, and $412,861 and $36,657, respectively, and are included in other income. For the purpose of determining gross realized gains and losses, the cost of securities sold is based upon specific identification.
NOTE 4 - INVENTORIES:
Inventories consist of the following at September 30, 1996 and 1995:
NOTE 5 - PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment consist of the following at September 30, 1996 and 1995:
Depreciation expense totaled $1,134,320, $1,135,108 and $1,290,431 for the years ended September 30, 1996, 1995 and 1994, respectively.
NOTE 6 - NOTES PAYABLE AND LONG TERM DEBT:
Long-term debt consists of the following at September 30, 1996 and 1995:
The Company has a line of credit payable on demand with a commercial bank. Under the agreement, the Company can borrow up to $6,000,000 through March 28, 1996, after which the line of credit was reduced to $4,000,000 through maturity at September 30, 1996. The line of credit is secured by the Company's accounts receivable and inventory. The line of credit expired on September 30, 1996 and was extended until December 31, 1996 with the pledge of additional collateral of the New Jersey facility which has a net book value of $3,424,000. The borrowings outstanding at September 30, 1996 were $3,926,500 and $4,926,500 at September 30, 1995. Interest is payable monthly. The interest rate on the line of credit is prime rate less 1/2% (8.5% at September 30, 1996). Interest expense related to the line of credit was $314,011 and $67,786 for the years ending September 30, 1996 and 1995, respectively.
In January 1996, the Company paid off the New Jersey Economic Development Authority (NJEDA) Bond in the amount of $1,612,500.
NOTE 7 - INCOME TAXES:
The composition of the provision (credit) for income taxes is as follows:
The fiscal 1996 U.S. Federal tax provision reflects the realization of the Company's net deferred tax assets due to the carryback of the current year's loss. At September 30, 1996, approximately $1,865,000 of recoverable income taxes relate to the carryback. The Company has state net operating loss carryforwards of $6,485,000, available to offset future state taxable income. These state net operating loss carryforwards expire in the years 2000 through 2003. In fiscal 1995, the Company utilized approximately $1,900,000 of $2,700,000 of state net operating loss carryforwards available, among the consolidated entities, to offset state income taxes of approximately $95,000 for the year ended September 30, 1995.
The current year valuation allowance of $500,000 relates to deferred tax assets established under FASB 109 for state net operating loss carryforwards, which will be carried forward to future years for possible utilization. No benefit for these carryforwards has been recognized in the current year.
Reconciliations of income taxes with the amounts which would result from applying the U.S statutory rate are as follows:
NOTE 8 - SHAREHOLDERS EQUITY:
The Company adopted a stock option plan effective October 1, 1985. A total of 261,000 shares of common stock were initially authorized and reserved for issuance under the plan. As a result of stock dividends in 1988 and 1987, the total stock options authorized is 315,810. The plan expired in October 1995. In November 1995, the Board of Directors adopted the Company's 1995 Stock Option Plan to permit the issuance of incentive stock options under Section 422 of the Internal Revenue Code of Non-Qualified Stock Options. There are 500,000 shares of Common Stock authorized for non-qualified and incentive stock options under the 1995 plan, which are subject to adjustment in the event of stock splits, stock dividends and other situations. Under the plan, no options may be granted more than ten years after the effective date of plan. The exercise price of all incentive stock options granted under the option plan may be no less than fair market value of such shares on the date of grant. Stock option activity for 1996, 1995 and 1994 is as follows:
NOTE 9 - COMMITMENTS AND CONTINGENCIES:
LEASES:
The Company has certain operating leases, primarily for machinery and equipment and the Ft. Worth, Texas facility, expiring at various dates. Total rental expenses amounted to $410,508 in 1996; $498,547 in 1995; and $648,428 in 1994.
As of September 30, 1996, minimum rental payments under noncancelable operating leases were as follows:
Year Amount ----- --------
1997 $274,716 1998 166,928 1999 103,125 ---------- Total $544,769 ==========
SERVICE CONTRACTS:
The Company has an agreement with an outside contractor to perform warehousing and distribution services for the Fort Worth, Texas facility. The services include staffing and managing personnel, provision of all equipment, material, and services in order to maintain the facility, and the design of a warehouse management system. Total service contract expense was $204,844 in 1996, and $212,415 in 1995.
As of September 30, 1996, the minimum payments under the service contracts were as follows:
Year Amount ----- --------
1997 $216,264 1998 222,744 1999 229,428 ---------- Total $668,436 ==========
CONTINGENCIES:
The Company has agreements with certain customers and vendors which include potential rebates, commissions and other liabilities upon the fulfillment of certain terms and conditions. Management has estimated and recorded contingent liabilities of approximately $690,000 and $0 at September 30, 1996 and 1995, respectively, related to these agreements and other potential liabilities.
NOTE 10 - PROFIT SHARING AND DEFERRED COMPENSATION PLAN:
The Company has a noncontributory profit sharing plan which covers substantially all employees and provides benefits upon retirement, death or termination of employment. Amounts attributable to participant accounts are based on their compensation and the meeting of a required vesting schedule. The plan provides for contributions determined annually by the Board of Directors. The Companys policy is to currently fund all contributions determined by the Board of Directors. Contributions totaled $0, $0, and $100,000, for the years ended September 30, 1996, 1995 and 1994, respectively.
In 1995, the Board of Directors approved upon the termination of his employment, the President and Chairman of the Board, shall receive $100,000 per year for four years in recognition of past services. Accordingly, $400,000 in deferred compensation liability was recognized and included in the 1995 financial statements. As a result of the losses from operations in 1996, the Board of Directors terminated the Chairmans deferred compensation plan. Accordingly, the $400,000 liability was reversed in 1996 as a reduction of general and administrative expenses.
NOTE 11 - SEGMENT INFORMATION:
The Company currently operates in three basic segments or lines of business. These segments are (1) stock continuous forms and cutsheets, (2) custom continuous forms and cutsheets, and (3) office products, including computer/printer hardware and software products. The following table sets forth certain financial information with respect to these segments and reconciles such information to the consolidated financial statements.
Segment operating income is determined by deducting from sales of products and services, cost of products sold, and selling, general and administrative expenses directly related or allocable to the segment. Not included in segment operating income are certain income and expense items such as interest income and expense, other income and income taxes.
During the years ended September 30, 1996, 1995 and 1994, net sales to one stock customer accounted for approximately 24%, 35%, and 33% of the total net sales, respectively. The same customer accounted for 28%, 20% and 27% of the accounts receivable balance at September 30, 1996, 1995 and 1994, respectively.
NOTE 12 - QUARTERLY FINANCIAL DATA (UNAUDITED):
(1) Net income for the quarter ended due to the correction of an error. December 31, 1995, previously reported as $405 is restated above to ($255) due to the correction of an error.
NOTE 13 - OTHER EXPENSE (INCOME), NET:
Other expense (income), net, consist of the following at September 30, 1996, 1995 and 1994:
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ============================
To the Shareholders and Board of Directors, Paris Corporation Burlington, New Jersey
We have audited the accompanying consolidated balance sheets of Paris Corporation, and subsidiaries as of September 30, 1996 and 1995 and the related consolidated statements of operations, shareholders equity, and cash flows for each of the three years in the period ended September 30, 1996. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audi ts.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Paris Corporation, and subsidiaries as of September 30, 1996 and 1995 and the results of its operations and its cash flows for each of the three years in the period ended September 30, 1996 in conformity with generally accepted accounting principles.
Parente, Randolph, Orlando, Carey and Associates Media, Pennsylvania November 8, 1996
PARIS CORPORATION ----------------- SCHEDULE II ----------- VALUATION AND QUALIFYING ACCOUNTS ---------------------------------
ITEM 9
ITEM 9 - CHANGES IN AND DISAGREEMENTS OF ACCOUNTING AND FINANCIAL DISCLOSURE
None.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES --------------------------------
To The Shareholders and Board of Directors Paris Corporation Burlington, New Jersey:
We have audited the basic consolidated financial statements of Paris Corporation and subsidiaries as of September 30, 1996 and 1995, and for each of the years in the three year period ended September 30, 1996, and have issued our report thereon dated November 8, 1996, such consolidated financial statements and report are included elsewhere in this Form 10K. Our audit also included financial statement schedules of Paris Corporation and subsidiaries listed in Item 14. These financial statement schedules are the responsibility of the Companys management. Our responsibility is to express an opinion on the financial statement schedules based on our audits. In our opinion, such financial statement schedules referred to above, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.
Parente, Randolph, Orlando, Carey & Associates Media, Pennsylvania November 8, 1996
PART III
ITEM 10
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors of the Company are elected for a term of one year. The current Directors and Officers of the Company, together with their ages, positions, backgrounds, and business experiences are set forth below:
NAME AGE POSITION WITH THE COMPANY - ---- --- -------------------------
Dominic P. Toscani, Sr. 68 President, Chief Executive (4) Officer, Treasurer and Chairman of the Board of Directors
Dominic P. Toscani, Jr. 38 Senior Vice President, (2),(4) Secretary and Director
Gerard M. Toscani 36 Senior Vice President (3),(4) and Director
Thomas A. Baglio 35 Vice President of Sales
Jim Grey 42 Vice President of Operations
John A. Whiteside 48 Chief Financial Officer
Donald Velardi 54 Director of Information Services
Palmer E. Retzlaff 65 Director (2),(3)
Frank A. Mattei, M.D. 75 Director (1),(2)
Oscar Tete 72 Director (1)
John V. Petrycki 56 Director (1),(3)
(1) Member of Compensation and Stock Option Committee (2) Member of Audit Committee. (3) Member of the Investment and Finance Committee (4) Dominic P. Toscani, Sr. is the father of Dominic P. Toscani, Jr. and Gerard M. Toscani.
Dominic P. Toscani, Sr. is the founder of the Company, has served as a Direct or and has been responsible for its management since its inception. Prior to the founding of the Company, Mr. Toscani was a practicing attorney.
Dominic P. Toscani, Jr. became a Director of the Company in 1992. He was appointed Senior Vice President and Secretary during fiscal 1990 and was the Company's Vice President of Operations since January 1987. He previously served as Operations Manager since 1982.
Gerard M. Toscani became a Director of the Company in 1992. He was appointed Senior Vice President during fiscal 1990 and was the Company's Vice President of Sales and Marketing since January 1987. He previously served as Sales and Marketing Manager since September 1982.
Thomas A. Baglio became Vice President of Sales in May of 1992. He served as Regional Sales Manager for the Company since January 1991. For the three years prior to January 1991 he was a Sales Manager with SCM Allied Paper.
Jim Grey became Vice President of Operations in September 1993. He has been with the Company over eight years and has previously served as General Manager of the New Jersey facility.
John A. Whiteside became Chief Financial Officer in January 1994. He served as Operations Manager and Controller of a H.J. Heinz Company subsidiary from 1990 until 1994. For the five years prior, he served as the Vice President of Finance for Ultra Precision, Inc.
Donald Velardi became Director of Information Services in July 1994. He served as Director, Management Information Systems with Ronpak, Inc. from 1987-1994 and Manager, Information Services with Seimens Corporate Research and Support, Inc. from 1984 through 1987.
Palmer E. Retzlaff became a Director in November 1993. He has been President of Southwest Grain Co., Inc. since 1973. Previously he was the General Manager of the Philadelphia Eagles.
Frank A. Mattei was elected to the Board of Directors in March 1986. He has been a practicing orthopedic surgeon over the past five years and is associated with North Philadelphia Health System, (formerly Girard Medical Center), and St. Agnes Medical Center in Philadelphia.
Oscar Tete was elected to the Board of Directors in March 1986. Mr. Tete retired in 1990. He was an Executive Vice President of First Fidelity Bank in Burlington, New Jersey since 1972.
John Petrycki was elected to the Board of Directors in August 1995. Mr. Petrycki retired in 1995. He was President and CEO of PNC Bank in south central Pennsylvania.
ITEM 11
ITEM 11 - SUMMARY COMPENSATION
The following table contains information regarding the individual compensation of the seven most highly compensated officers of the Company in fiscal years 1996, 1995 and 1994.
Summary Compensation Table
Annual Compensation --------------------------------------
Name and Fiscal Other Principal Position Year Salary Bonus Annual Compensation (1) - -------------------------------------------------------------------------------
Dominic P. Toscani, Sr. 1996 $303,102 $20,000 $8,000 Chairman of the Board 1995 $285,362 $50,000 $8,000 and President 1994 $296,400 $10,000 $8,000
Dominic P. Toscani, Jr. 1996 $198,712 $20,000 $8,000 Senior Vice President 1995 $179,092 $62,500 $8,000 and Secretary 1994 $129,538 $30,000 $8,000
Gerard M. Toscani 1996 $198,712 $20,000 $8,000 Senior Vice President 1995 $179,092 $62,500 $8,000 1994 $136,046 $30,000 $8,000
Thomas A. Baglio 1996 $120,641 $ 5,000 $ 0 Vice President of Sales 1995 $110,962 $10,000 $ 0 1994 $ 89,614 $ 4,000 $ 0
James Grey (2) 1996 $ 83,923 $ 5,000 $2,000 Vice President of Operations 1995 $ 77,212 $13,000 $2,350 1994 $ 65,000 $ 2,500 $3,000
John A. Whiteside (2) 1996 $ 94,415 $ 5,000 $ 0 Chief Financial Officer 1995 $ 84,144 $10,000 $ 0
Donald G. Velardi (2) 1996 $ 71,334 $ 5,000 $ 0 Director of Information Services 1995 $ 67,192 $ 7,000 $ 0
(1) Represents the use of a company car. (2) Compensation data for these officers is provided in only the years for which they served as officers the entire fiscal year.
All officers serve at the discretion of the board of Directors and are appointed to their respective offices for one year term.
ITEM 12
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS (AS NOVEMBER 15, 1996)
Title of Name and Address of Amount and Nature of Percent of Class Beneficial Owner Beneficial Ownership (1) Class (1) - -------- ------------------- ------------------------ -----------
Common Dominic P. Toscani (2) 1,085,198 29.2 Stock and Nancy C. Toscani 122 Kissel Road Burlington, NJ 08016
Common Frank A. Mattei 1,262,185 34.0 Stock 1016 Mercer Street Cherry Hill, NJ 08034
Common The Caritas Foundation (3) 359,215 9.7 Stock 700 Hobbs Road Wayne, PA 19087
Common FMR Corporation 238,500 6.4 Stock 82 Devonshire Street Boston, MA 02109
(1) Based on 3,632,531 shares outstanding and 316,300 options currently exercisable on November 15, 1996.
(2) Includes 955,947 shares personally held; 38,506 shares held by Paris Corporation, Profit Sharing Plan of which Mr. Toscani is the Plan Trustee; 14,745 shares held by Toscani Investment Company, a family partnership; and 72,000 options exercisable as of November 15, 1996.
(3) The Caritas Foundation, a tax exempt organization formed under Section 501(C)(3) of the Internal Revenue Code of 1954, as amended, was organized in 1984 by Dominic P. Toscani, Sr. to promote the objectives of free enterprise and to support individual freedom. At the present time Reverend Peter Toscani, O.S.A., is sole trustee of the foundation.
SECURITY OWNERSHIP OF MANAGEMENT AS OF NOVEMBER 15, 1996
Number of Shareholder Shares owned (1) Percent (1)
Frank A. Mattei 1,262,185 34% 1016 Mercer Street Cherry Hill, NJ 08034
Dominic P. Toscani, Sr. (2) (4) 1,085,198 29.2% and Nancy C. Toscani 122 Kissel Road Burlington, NJ 08016
The Caritas Foundation (3) 359,215 9.7%
FMR Corporation 238,500 6.4% 82 Devonshire Street Boston, MA 02109
Dominic P. Toscani, Jr. (4) 111,210 2.9%
Gerard M. Toscani (4) 110,487 2.9%
Oscar Tete 4,102 *
Palmer E. Retzlaff 6,000 *
John Petrycki 2,000 *
All Directors (present and proposed) 3,073,397 82.7% and officers as a group (12 persons)(4)
* Less than 1% (1) Based on 3,632,531 shares outstanding and 316,300 options currently exercisable on November 15, 1996. (2) Includes 959,947 shares personally held; 38,506 shares held by Paris Corporation Profit Sharing Plan of which Mr. Toscani is the Plan Trustee; 14,745 shares held by Toscani Investment company, a family partnership; and 72,000 options exercisable as of November 15, 1996. (3) The Caritas Foundation, a tax exempt organization formed under Section 501 (c) (3) of the Internal Revenue code of 1954, as amended, was organized in 1984 by Dominic P. Toscani, to promote the objectives of free enterprise and to support individual freedom. At the present time Reverend Peter Toscani, O.S.A., is sole trustee of the Foundation. The Foundations address is 700 Hobbs Road, Wayne, Pennsylvania 19087. (4) Includes options currently exercisable individually and all officers as a group (256,000).
ITEM 13
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no other material relationships or transactions which qualify for disclosure under this caption.
PART IV
ITEM 14
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-k
This consolidated financial statements and related schedules filed as part of this Annual Report on Form 10-K are included in Part II, Item 8.
EXHIBITS:
The following exhibits (with the exception of Exhibit 3.4, 10.5(b), 10.7 And 22(a)) are incorporated by reference to the Company's registration statement on Form S-18 (no.-3-3344-W) filed February 13, 1986 with the Securities and Exchange Commission and effective march 25, 1986. Exhibit 3.4, 10.5(b) And 10.7 are incorporated by reference to the Company's fiscal 1989 Form 10-K filed with the Securities and Exchange Commission on December 19, 1989. Exhibit 22(a) is incorporated by reference to the Company's fiscal 1990 Form 10-K filed with the Securities and Exchange Commission on December 27, 1991.
3.1 Articles of Incorporation of the Company. 3.2 Amendment to Articles of Incorporation, dated January 6, 1986. 3.3 Amendment to Articles of incorporation, dated January 7, 1986. 3.4 By-laws of Company, as amended. 4.2(a) Form of Warrant to Purchase Common Stock of Company. 10.5 Companys Profit Sharing Plan, dated October 1, 1979. 10.5(a) Amendment to Profit Sharing Plan, dated October 2, 1985. 10.5(b) Amendment to Profit Sharing Plan, dated October 1, 1986. 10.6 Company's Stock Option Plan, dated October 1, 1985. 10.7 Line of Credit (loan agreement) of $2,000,000 from the Fidelity Bank. 10.9 Bucks County Industrial Development Authority Loan Agreement for 1,500,000 dated April 10, 1985. 10.9(a) Letter Amendment, dated March 4, 1986 from Special Counsel to Fidelity Bank. 10.9(b) Letter Amendment, dated March 5, 1986 from Fidelity Bank to Special Counsel. 10.10 New Jersey Economic Development Authority Note for 3,000,000 by Company, dated September 10, 1985. 10.10(a) Letter Agreement, dated March 4,1986 from Special Counsel to Fidelity Bank. 10.10(b) Letter Amendment dated March 5, 1986 from Fidelity Bank to Special Counsel. 10.10(c) Letter dated, March 24, 1986 from Special Counsel to Fidelity Bank with respect to the New Jersey Economic Development Authority Loan. 22(a) List of Subsidiaries.
REPORTS ON FORM 8-K
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned, thereunto duly authorized.
PARIS CORPORATION
Date: By: ------------------ ---------------------------------------- Dominic P. Toscani, Sr., (President, Chairman Board of Directors)
Date: By: ------------------ --------------------------------------- John A. Whiteside (Chief Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
SIGNATURES
- --------------------------------------- -------------------------------- Dominic P. Toscani, Sr. (Date) Frank A. Mattei (Date) (President, Chairman Board of Directors) (Director)
- --------------------------------------- -------------------------------- John A. Whiteside (Date) Palmer E. Retzlaff (Date) (Chief Financial Officer) (Director)
- --------------------------------------- -------------------------------- Dominic P. Toscani, Jr. (Date) Oscar Tete (Date) (Director) (Director)
- --------------------------------------- -------------------------------- Gerard M. Toscani (Date) John V. Petrycki (Date) (Director) (Director)