<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q
                                    ---------

 Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act
                                     of 1934

                  For the Quarterly Period Ended March 31, 2001

                          Commission File No. 333-51569

                         PARAGON CORPORATE HOLDINGS INC.
                         -------------------------------
             (Exact Name of Registrant as Specified in its Charter)

<TABLE>
<CAPTION>
<S>                                                             <C>
                      Delaware                                             34-1845312
                      --------                                             ----------
           (State or other Jurisdiction of                              (I.R.S. Employer
           Incorporation or Organization)                              Identification No.)
</TABLE>

                    CO-REGISTRANTS AND SUBSIDIARY GUARANTORS

               A.B.Dick Company         Delaware        04-3892065
               CI, Inc.                 Delaware        13-3583725
               Itek Graphix Corp.       Delaware        04-2893064
               Curtis Sub, Inc.         Delaware        34-1737529


<TABLE>
<CAPTION>
<S>                                          <C>                                       <C>
Paragon Corporate Holdings Inc.              A.B.Dick Company                          CI, Inc.
7400 Caldwell Avenue                         7400 Caldwell Avenue                      6140 Parkland Boulevard
Niles, Illinois 60714                        Niles, Illinois 60714                     Mayfield Heights, Ohio 44124
(847) 779-2500                               (847) 779-1900                            (440) 446-9700

                  Itek Graphix Corp.                          Curtis Sub, Inc.
                  7400 Caldwell Avenue                        6140 Parkland Boulevard
                  Niles, Illinois 60714                       Mayfield Heights, Ohio 44124
                  (847) 779-1900                              (440) 446-9700
</TABLE>

(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

             Yes ( X )                                      No ( )

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practical date.

As of May 10, 2001, there were 4,200,000 shares of the registrant's common stock
outstanding.


<PAGE>   2

                                     INDEX

                        PARAGON CORPORATE HOLDINGS INC.

<TABLE>
<CAPTION>
                                                                                             Page
                                                                                            Number
                                                                                          ------------

<S>                                                                                            <C>
                                     PART I FINANCIAL INFORMATION

Item 1         Financial Statements (Unaudited)                                                1

               Condensed Consolidated Balance Sheets                                           2
               March 31, 2001 and December 31, 2000

               Condensed Consolidated Statements of Operations                                 3
               Three Months ended March 31, 2001 and 2000

               Condensed Consolidated Statements of Cash Flows                                 4
               Three Months ended March 31, 2001 and 2000

               Notes to Condensed Consolidated Financial Statements                            5

Item 2         Management's Discussion and Analysis of Financial                              15
               Condition and Results of Operations

Item 3         Quantitative and Qualitative Disclosures About Market Risk                     16


                                       PART II OTHER INFORMATION

Item 6         Exhibits and Reports on Form 8-K                                               17

               Signatures                                                                     18
</TABLE>

                                       I

<PAGE>   3


                          Part I. Financial Information

                    Item 1. Financial Statements (Unaudited)

                                       1

<PAGE>   4


                         Paragon Corporate Holdings Inc.
                      Condensed Consolidated Balance Sheets
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                                      March 31,              December 31,
                                                                          2001                   2000
                                                                    ------------------     -----------------
                                                                       (Unaudited)
<S>                                                               <C>                    <C>
Assets:
Current assets:
   Cash and cash equivalents                                      $           53,536     $          56,914
   Accounts receivable                                                        30,001                33,895
   Inventories                                                                41,242                43,794
   Deferred income taxes                                                       2,966                 3,602
   Other current assets                                                        1,948                 2,321
                                                                    ------------------     -----------------
      Total current assets                                                   129,693               140,526

Property, plant and equipment, net                                             9,870                10,826
Goodwill, net                                                                 34,786                35,088
Other assets                                                                   3,794                 3,984
                                                                    ------------------     -----------------
                                                                  $          178,143     $         190,424
                                                                    ==================     =================


Liabilities and Stockholders' Equity (Deficit):
Current liabilities:
   Revolving credit facility                                      $           25,534     $          25,534
   Accounts payable                                                           24,733                28,671
   Accrued compensation                                                        4,040                 5,194
   Accrued interest                                                            5,709                 3,010
   Accrued other                                                              11,650                13,036
   Deferred service revenue                                                   14,532                16,017
   Due to GEC                                                                    817                   817
   Current portion of long-term debt
    and capital lease obligations                                                906                 1,010
                                                                    ------------------     -----------------
      Total current liabilities                                               87,921                93,289

Senior notes                                                                 115,000               115,000
Other long-term debt and capital lease
   obligations, less current portion                                           1,376                 1,554
Retirement obligations                                                         7,965                 7,825
Deferred income taxes                                                          2,966                 3,602
Other long-term liabilities                                                    6,021                 6,204

Stockholders' equity (deficit):
    Common stock, $0.01 par value, authorized 5,000,000
    shares; issued and outstanding 4,200,000 shares                               42                    42
   Paid-in capital                                                               106                   106
   Shareholder note                                                             (100)                 (100)
   Retained earnings (deficit)                                               (41,416)              (35,916)
   Accumulated other comprehensive loss                                       (1,738)               (1,182)
                                                                    ------------------     -----------------
      Total stockholders' equity (deficit)                                   (43,106)              (37,050)
                                                                    ------------------     -----------------

                                                                  $          178,143     $         190,424
                                                                    ==================     =================
See notes to condensed consolidated financial statements.
</TABLE>

                                       2
<PAGE>   5


                         Paragon Corporate Holdings Inc.
                 Condensed Consolidated Statements of Operations
                                 (In Thousands)


<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                                    -------------------------------------------------
                                                                       March 31, 2001              March 31, 2000
                                                                    ---------------------       ---------------------
                                                                                      (Unaudited)

<S>                                                               <C>                         <C>
Net revenue                                                       $              55,607       $              57,598
Cost of revenue                                                                  42,437                      43,553
                                                                    ---------------------       ---------------------

Gross profit                                                                     13,170                      14,045

COSTS AND EXPENSES:
Sales and marketing expenses                                                      6,516                       6,462
General and administrative expenses                                               6,609                       6,875
Research and development                                                            961                         894
Depreciation and amortization                                                     1,402                       1,259
Management fee                                                                        -                          92
Acquisition, relocation and severance costs                                         323                         481
                                                                    ---------------------       ---------------------
                                                                                 15,811                      16,063
                                                                    ---------------------       ---------------------

Operating loss                                                                   (2,641)                     (2,018)
Interest income                                                                     731                          48
Interest expense                                                                 (3,445)                     (3,563)
Other income (expense)                                                             (139)                       (140)
                                                                    ---------------------       ---------------------
Loss from continuing operations before income taxes                              (5,494)                     (5,673)
Income tax expense                                                                    6                           6
                                                                    ---------------------       ---------------------
Net loss from continuing operations                                              (5,500)                     (5,679)

Discontinued operations (Note D):

   Income from discontinued operations, net of income taxes                           -                         905
                                                                    ---------------------       ---------------------
Net loss                                                          $              (5,500)      $              (4,774)
                                                                    =====================       =====================
</TABLE>

See notes to condensed consolidated financial statements.

                                       3
<PAGE>   6
                         Paragon Corporate Holdings Inc.
                 Condensed Consolidated Statements of Cash Flows
                                 (In Thousands)


<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                                    -------------------------------------------------
                                                                       March 31, 2001              March 31, 2000
                                                                    ---------------------       ---------------------
                                                                                       (Unaudited)

<S>                                                               <C>                         <C>
Operating activities:
   Net loss                                                       $              (5,500)      $              (4,774)
   Adjustments to reconcile net loss
    to net cash used in operating activities:
      Provision for depreciation and amortization                                 1,402                       2,501
      Amortization of deferred financing costs                                      131                         132
      Changes in operating assets and liabilities                                   948                      (1,026)
                                                                    ---------------------       ---------------------
Net cash used in operating activities                                            (3,019)                     (3,167)


Investing activities:
   Acquisition of business, net of cash acquired                                      -                      (4,447)
   Purchases of property, plant and equipment                                      (140)                       (806)
   Decrease in short-term investments                                                 -                       2,631
   Proceeds from sale of property, plant and equipment                               53                           -
                                                                    ---------------------       ---------------------
Net cash used in investing activities                                               (87)                     (2,622)


Financing activities:
   Borrowings on revolving credit facility                                            -                      13,652
   Payment of debt assumed in acquisition                                             -                      (7,383)
   Increase (decrease) in amounts due to GEC                                          -                         (34)
   Proceeds from long-term borrowings                                                 -                           -
   Principal payments on long-term borrowings                                      (275)                       (442)
                                                                    ---------------------       ---------------------
Net cash (used) provided by financing activities                                   (275)                      5,793

Effect of exchange rate changes on cash                                               3                          49
                                                                    ---------------------       ---------------------
Increase (decrease) in cash and cash equivalents                                 (3,378)                         53
Cash and cash equivalents at beginning of period                                 56,914                      15,341
                                                                    ---------------------       ---------------------

Cash and cash equivalents at end of period                        $              53,536       $              15,394
                                                                    =====================       =====================
</TABLE>




See notes to condensed consolidated financial statements.

                                       4
<PAGE>   7



                         Paragon Corporate Holdings Inc.
        Notes to Condensed Consolidated Financial Statements (Unaudited)
                                 (In Thousands)

A.       ORGANIZATION

Paragon Corporate Holdings Inc. (hereinafter referred to as the "Company") is a
Delaware holding company organized in September 1996. The Company has no
independent operations or investments other than its investments in its
subsidiaries, except that the Company has temporarily invested, at the holding
company level, the residual proceeds from the Senior Notes issued during 1998
and the net proceeds from the sale of its Curtis Industries Inc. ("Curtis")
subsidiary sold in 2000. N.E.S. Investment Co. owns 95% of the Company.

B.       BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month period ended March 31, 2001
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2001. For further information, refer to the consolidated
financial statements and footnotes of Paragon Corporate Holdings Inc. set forth
in the Company's Annual Report on Form 10-K for the year ended December 31,
2000.

C.       ACQUISITION

On January 27, 2000, the Company completed the acquisition of all the
outstanding common stock of Multigraphics, Inc., a supplier of high quality
pre-press, press and post-press equipment, supplies, and technical services to
the printing industry. Pursuant to the Merger Agreement, the Company paid $1.25
in cash per share ($3.6 million) and assumed $7.4 million of outstanding debt of
Multigraphics which was refinanced by the Company at the date of acquisition.
The aggregate purchase price was $12.5 million including expenses of the
transaction. The excess of purchase price over net assets acquired has been
assigned a value of approximately $36.1 million and is being amortized over
thirty years.

In connection with the acquisition of Multigraphics, the Company anticipated
that it would incur restructuring costs of approximately $2.2 million comprised
primarily of employee termination and relocation costs. Since the acquisition,
the Company incurred and paid $2.4 million of these costs, which represents
substantially all of the costs to complete the integration. Employee termination
costs and contractual obligations pertaining to the integration of Multigraphics
that qualified under EITF 95-3, Recognition of Liabilities in Connection with a
Purchase Business Combination, and thus included in the purchase price
allocation, amounted to $4.5 million. Since the acquisition, amounts paid and
charged against this liability were $2.0 million in 2000 and $ 0.3 million in
2001.

D.       DISCONTINUED OPERATIONS

On April 27, 2000, the Company entered into a definitive agreement to sell
substantially all of the assets and related liabilities of its wholly-owned
subsidiary, Curtis, which comprised entirely the Company's automotive and
industrial supplies segment. The transaction closed on May 10, 2000

                                       5
<PAGE>   8

and the Company received proceeds of $61.0 million resulting in $10.3 million
gain which was recognized in the second quarter of 2000.

The disposition of Curtis represents the disposal of a segment of a business
under APB Opinion No. 30. Accordingly, the consolidated statements of operations
have been restated to reflect the results of Curtis as a discontinued operation.
Net revenues of Curtis were $21.2 million for the three-month period ended March
31, 2000.

E.       USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.

F.       COMPREHENSIVE LOSS

The components of comprehensive loss are as follows:

<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                         -----------------------------------------
                                                              March 31,              March 31,
                                                                2001                    2000
                                                            --------------         ---------------
<S>                                                      <C>                    <C>
Net loss                                                 $        (5,500)       $         (4,774)
Foreign currency translation adjustment                             (556)                     33
Unrealized gain on marketable securities                               -                      22
                                                            --------------         ---------------
Comprehensive loss                                       $        (6,056)       $         (4,719)
                                                            ==============         ===============
</TABLE>

G.  DERIVATIVE INSTRUMENTS

Effective January 1, 2001, the Company adopted Statement of Financial Accounting
Standards No. ("SFAS") 133, "Accounting for Derivative Instruments and Hedging
Activities" which was issued in June 1998 by the Financial Accounting Standards
Board, as amended by SFAS 137, "Accounting for Derivative Instruments and
Hedging Activities - Deferral of Effective Date of SFAS 133" and SFAS 138,
"Accounting for Certain Derivative Instruments and Certain Hedging Activities."
Adoption of SFAS 133 did not have a material effect on earnings or financial
position of the Company. The adoption of SFAS 133 did not result in any
transition adjustment as the Company's foreign currency forward contract was not
accounted for as a hedge under the prior accounting standards and therefore was
recorded at fair value at the time of adoption of SFAS 133.

Under SFAS 133, the Company is required to recognize all derivative financial
instruments as either assets or liabilities at fair value. Derivative
instruments that are not hedges must be adjusted to fair value through net
income. Under the provisions of SFAS 133, changes in fair value of derivative
instruments that are classified as fair value hedges are offset against changes
in the fair value of the hedged assets, liabilities, or firm commitments,
through net income. Changes in the fair value of derivative instruments that are
classified as cash flow hedges are recognized in other comprehensive income
until such time as the hedged items are recognized in net income. The
ineffective portions of a derivative instrument's change in fair value are
immediately recognized in net income.

At March 31, 2001, the Company had no derivative instruments outstanding.



                                       6
<PAGE>   9

H.       FINANCIAL INSTRUMENTS AND FINANCING ARRANGEMENTS

The carrying amount of cash and cash equivalents, trade receivables and payables
approximates fair value because of the short maturity of these instruments. The
carrying amount of the revolving credit facility approximates fair value. The
carrying amount of the senior notes exceeds its fair value at March 31, 2001 by
$67.9 million. The fair value has been determined using the market price of the
related securities at March 31, 2001.


The Company's senior notes require semi-annual interest payments on October 1
and April 1 in arrears. The Company elected to avail itself of the 30-day grace
period available under the indenture to postpone payment of its $5.5 million
interest obligation due April 1, 2001. The Company paid the interest due on the
senior notes prior to the expiration of the grace period. On April 13, 2001, the
Company commenced an offer (the "Exchange Offer") to exchange a payment of cash
and the issuance of new promissory notes (the "Promissory Notes") of the Company
and A.B.Dick Company ("A.B.Dick"), for all of its outstanding senior notes,
which are currently outstanding in an aggregate principal amount of $115
million. The Exchange Offer expired on May 14, 2001, and the Company did not
purchase any senior notes pursuant to the Exchange Offer because the minimum
condition was not satisfied.



On March 31, 2001, the Company amended the Credit Agreement, increasing its
credit line under the agreement to $37 million from $32 million and amending the
financial covenants to reflect the Company's current financial outlook. In
addition, the amendment raised the cap on borrowings permitted against the
Company's eligible inventory from $16.0 million to $18.5 million thereby
increasing the Company's borrowing availability. At March 31, 2001, the Company
was in violation of certain financial covenants under the terms of the Credit
Agreement for which it has received waivers through March 31, 2001.

I.       INVENTORIES

Domestic inventories, which represent approximately 76% of total consolidated
inventory, are determined on the last-in, first-out (LIFO) basis and foreign
inventories are determined on the first-in, first-out (FIFO) basis. Where
necessary, reserves are provided to value inventory at the lower of cost or
market.

Inventories are summarized as follows:

<TABLE>
<CAPTION>
                                                                           March 31,              December 31,
                                                                              2001                    2000
                                                                       -------------------      ------------------

<S>                                                                 <C>                      <C>
                    Raw materials and work in process               $               8,228    $             8,678
                    Finished goods                                                 34,795                 36,654
                    LIFO reserve                                                  (1,781)                 (1,538)
                                                                       -------------------      ------------------
                                                                    $              41,242    $            43,794
                                                                       ===================      ==================
</TABLE>

J.       INCOME TAXES

On March 14, 2000, A.B.Dick, a wholly-owned subsidiary of the Company, elected C
Corporation status for United States income tax purposes effective January 1,
2000. Accordingly, as of January 1, 2000, A.B.Dick recognized its existing
deferred income taxes. On July 14, 2000, the Company elected C Corporation
status for United States income tax purposes effective May 12, 2000. The Company
did not have any deferred income taxes. Prior to these elections, the

                                       7
<PAGE>   10

Company and its wholly-owned subsidiary, A.B.Dick, were treated as Subchapter S
Corporations for United States income tax purposes. The Company has subsidiaries
located in the United Kingdom, Canada, Belgium and the Netherlands which are
subject to income taxes in their respective countries. The Company recorded
foreign income tax expense of $6 for both the three months ended March 31, 2001
and 2000, related to its foreign subsidiaries.

Where the Company has determined that it is more likely than not that the net
deferred tax assets will not be realized, a valuation allowance has been
established.

                                       8
<PAGE>   11




K.       GUARANTOR AND NON-GUARANTOR SUBSIDIARIES

The Company's domestic operating subsidiaries, all of which are directly or
indirectly wholly owned, are the only guarantors of Senior Notes. The guarantees
are full, unconditional and joint and several. Separate financial statements of
these guarantor subsidiaries are not presented as management has determined that
they would not be material to investors.

The Company's foreign subsidiaries and Multigraphics LLC are not guarantors of
the Senior Notes. Summarized consolidating balance sheets as of March 31, 2001
and December 31, 2000 for the Company, the guarantor subsidiaries, and the
non-guarantor subsidiaries are as follows (in thousands):

<TABLE>
<CAPTION>
                                                             Combined            Combined
                                             The             Guarantor         Non-Guarantor
                                           Company         Subsidiaries        Subsidiaries        Eliminations           Total
                                        --------------     --------------     ----------------     --------------     --------------
<S>                                   <C>                <C>                <C>                  <C>                <C>
BALANCE SHEET DATA
(MARCH 31, 2001):
Current assets:
  Cash and cash equivalents           $          845     $       52,273     $            418     $            -     $       53,536
  Accounts receivable, net                         -             24,311                5,690                  -             30,001
  Inventories                                      -             34,061                7,875               (694)            41,242
  Other                                          656              3,407                  851                  -              4,914
                                        --------------     --------------     ----------------     --------------     --------------
Total current assets                           1,501            114,052               14,834               (694)           129,693

Property, plant and equipment, net                 -              9,178                  692                  -              9,870
Goodwill, net                                      -             34,786                    -                  -             34,786
Investment in subsidiaries                    93,088             15,348                    -           (108,436)                 -
Other assets                                   3,525                269                    -                  -              3,794
Intercompany                                       -             10,390                    -            (10,390)                 -
                                        --------------     --------------     ----------------     --------------     --------------
                                      $       98,114     $      184,023     $         15,526     $     (119,520)    $      178,143
                                        ==============     ==============     ================     ==============     ==============

Current liabilities:
  Revolving credit facility           $       25,534     $            -     $              -     $            -     $       25,534
  Accounts payable                                 -             22,572                2,161                  -             24,733
  Accrued expenses                             6,451              9,909                5,039                  -             21,399
  Deferred service revenue                         -             13,598                  934                  -             14,532
  Due to GEC                                       -                817                    -                  -                817
  Current portion of long-term debt
      and capital lease obligations                 -               862                   44                  -                906
Intercompany                                   3,601              5,384                1,405            (10,390)                 -
                                        --------------     --------------     ----------------     --------------     --------------
Total current liabilities                     35,586             53,142                9,583            (10,390)            87,921

Senior Notes                                  115,000                 -                    -                  -            115,000
Other long-term debt and capital lease
   obligations, less current portion               -              1,281                   95                  -              1,376
Retirement obligations                             -              4,057                3,908                  -              7,965
Other long-term liabilities                        -              6,742                2,245                  -              8,987
Stockholders' equity (deficit)               (52,472)           118,801                (305)           (109,130)           (43,106)
                                        --------------     --------------     ----------------     --------------     --------------

                                      $       98,114     $      184,023     $         15,526     $     (119,520)    $      178,143
                                        ==============     ==============     ================     ==============     ==============
</TABLE>

                                       9
<PAGE>   12


K.       GUARANTOR AND NON-GUARANTOR SUBSIDIARIES - CONTINUED

<TABLE>
<CAPTION>
                                                                    Combined         Combined
                                                      The          Guarantor       Non-Guarantor
                                                    Company       Subsidiaries     Subsidiaries       Eliminations      Total
                                                  ------------    -------------   ----------------    ------------    -----------
<S>                                             <C>             <C>             <C>                 <C>             <C>
BALANCE SHEET DATA
(DECEMBER 31, 2000):
Current assets:
         Cash and cash equivalents              $      3,440    $      52,719   $            755    $          -    $    56,914
         Accounts receivable, net                          -           27,990              5,905               -         33,895
         Inventories                                       -           35,946              8,569            (721)        43,794
         Other                                           102            3,957              1,864               -          5,923
                                                  ------------    -------------   ----------------    ------------    -----------
Total current assets                                   3,542          120,612             17,093            (721)       140,526

Property, plant and equipment, net                         -            9,904                922               -         10,826
Goodwill                                                   -           35,088                  -               -         35,088
Investment in subsidiaries                            93,088           15,348                  -        (108,436)             -
Other assets                                           3,656              328                  -               -          3,984
Intercompany                                               -           10,267                  -         (10,267)             -
                                                  ------------    -------------   ----------------    ------------    -----------
Total Assets                                    $    100,286    $     191,547   $         18,015    $   (119,424)   $   190,424
                                                  ============    =============   ================    ============    ===========

Current liabilities:
         Revolving credit facility              $     25,534    $           -   $              -    $          -    $    25,534
         Accounts payable                                  -           26,188              2,483               -         28,671
         Accrued expenses                              3,093           11,848              6,299               -         21,240
         Deferred service revenue                          -           15,197                820               -         16,017
         Due to GEC                                        -              817                  -               -            817
         Current portion of long-term debt
               and capital lease obligations               -              964                 46               -          1,010
         Intercompany                                  4,991            3,787              1,489         (10,267)             -
                                                  ------------    -------------   ----------------    ------------    -----------
Total current liabilities                             33,618           58,801             11,137         (10,267)        93,289
Senior notes                                         115,000                -                  -               -        115,000
Other long-term debt and capital lease
      obligations, less current portion                    -            1,445                109               -          1,554
Retirement obligations                                     -            3,904              3,921               -          7,825
Other long-term liabilities                                -            7,588              2,218               -          9,806
Stockholders' equity (deficit)                       (48,332)         119,809                630        (109,157)       (37,050)
                                                  ------------    -------------   ----------------    ------------    -----------
Total liabilities and stockholders' equity      $    100,286    $     191,547   $         18,015    $   (119,424)   $   190,424
                                                  ============    =============   ================    ============    ===========
</TABLE>

                                       10
<PAGE>   13




K.       GUARANTOR AND NON-GUARANTOR SUBSIDIARIES - CONTINUED

Summarized consolidating statements of operations for the three months ended
March 31, 2001 and 2000, respectively, for the Company, the guarantor
subsidiaries, and the non-guarantor subsidiaries are as follows (in thousands):

<TABLE>
<CAPTION>
                                                          Combined             Combined
                                          The             Guarantor         Non-Guarantor
                                        Company         Subsidiaries         Subsidiaries        Eliminations           Total
                                      ------------      --------------     -----------------     --------------     --------------
<S>                                 <C>               <C>                <C>                   <C>                <C>
INCOME STATEMENT DATA:
(THREE MONTHS ENDED MARCH 31, 2001):
Net revenue                         $          -      $       47,494     $           8,993     $         (880)    $       55,607
Cost of revenue                                -              36,551                 6,766               (880)            42,437
                                      ------------      --------------     -----------------     --------------     --------------
Gross profit                                   -              10,943                 2,227                  -             13,170
Total operating expenses                     562              12,699                 2,550                  -             15,811
                                      ------------      --------------     -----------------     --------------     --------------
Operating loss                              (562)             (1,756)                 (323)                 -             (2,641)
Interest income (expense), net            (3,324)                607                     3                  -             (2,714)
Other income (expense)                      (131)                 57                   (65)                 -               (139)
                                      ------------      --------------     -----------------     --------------     --------------

Loss from continuing operations
   before income taxes                    (4,017)             (1,092)                 (385)                 -             (5,494)
Income tax expense                             -                   6                     -                  -                  6
                                      ------------      --------------     -----------------     --------------     --------------
Loss from continuing operations           (4,017)             (1,098)                 (385)                 -             (5,500)

Discontinued operations:
  Income from discontinued
  operations, net of tax                       -                   -                     -                  -                  -
                                      ------------      --------------     -----------------     --------------     --------------

Net loss                            $     (4,017)     $       (1,098)    $            (385)    $            -     $       (5,500)
                                      ============      ==============     =================     ==============     ==============
</TABLE>

<TABLE>
<CAPTION>
                                                          Combined             Combined
                                          The             Guarantor         Non-Guarantor
                                        Company         Subsidiaries         Subsidiaries        Eliminations           Total
                                      ------------      --------------     -----------------     --------------     --------------
INCOME STATEMENT DATA:
(THREE MONTHS ENDED MARCH 31, 2000):
<S>                                 <C>               <C>                <C>                   <C>                <C>
Net revenue                         $          -      $       48,316     $          10,295     $       (1,013)    $       57,598
Cost of revenue                                -              36,918                 7,648             (1,013)            43,553
                                      ------------      --------------     -----------------     --------------     --------------
Gross profit                                   -              11,398                 2,647                  -             14,045
Total operating expenses                     692              12,300                 2,971                100             16,063
                                      ------------      --------------     -----------------     --------------     --------------
Operating loss                              (692)               (902)                 (324)              (100)            (2,018)
Interest income (expense), net            (2,729)               (795)                    9                  -             (3,515)
Other income (expense)                        81                 (73)                 (148)                 -               (140)
                                      ------------      --------------     -----------------     --------------     --------------

Loss from continuing operations
   before income taxes                    (3,340)             (1,770)                 (463)              (100)            (5,673)
Income tax (benefit)                           -                   7                    (1)                 -                  6
                                      ------------      --------------     -----------------     --------------     --------------
Loss from continuing operations           (3,340)             (1,777)                 (462)              (100)            (5,679)

Discontinued operations:
  Income (loss) from discontinued
  operations, net of tax                       -                 949                  (144)               100                905
                                      ------------      --------------     -----------------     --------------     --------------

Net loss                            $     (3,340)     $         (828)    $            (606)    $            -     $       (4,774)
                                      ============      ==============     =================     ==============     ==============
</TABLE>

                                       11
<PAGE>   14
L.       GUARANTOR AND NON-GUARANTOR SUBSIDIARIES - CONTINUED

Summarized consolidating statements of cash flows for the three months ended
March 31, 2001 and 2000, respectively, for the Company, the guarantor
subsidiaries, and the non-guarantor subsidiaries are as follows (in thousands):

<TABLE>
<CAPTION>
                                                                  Combined         Combined
                                                     The          Guarantor      Non-Guarantor
                                                   Company       Subsidiaries    Subsidiaries     Eliminations       Total
                                                  ----------     ------------    -------------    ------------     ----------
<S>                                             <C>            <C>             <C>              <C>              <C>
CASH FLOW DATA:
(THREE MONTHS ENDED MARCH 31, 2001):
Net cash used in operating activities           $   (1,095)    $     (1,585)   $        (325)   $        (14)    $   (3,019)
Investing activities:
   Purchases of property, plant and
         equipment                                       -             (104)             (36)              -           (140)
   Proceeds from sale of property, plant
         and equpment                                    -                5               48               -             53
                                                  ----------     ------------    -------------    ------------     ----------
Net cash provided by (used in)
         investing activities                            -              (99)              12               -            (87)

Financing activities:
   Principal payments on long-term
         borrowings                                      -             (266)              (9)              -           (275)
   Intercompany transactions                        (1,500)           1,504               10             (14)             -
                                                  ----------     ------------    -------------    ------------     ----------
Net cash provided by (used in)
      financing activities                          (1,500)           1,238                1             (14)          (275)

Effect of exchange rate changes on cash                  -                -              (25)             28              3
                                                  ----------     ------------    -------------    ------------     ----------

Decrease in cash and cash equivalents               (2,595)            (446)            (337)              -         (3,378)

Cash and cash equivalents at beginning
     of period                                       3,440           52,719              755               -         56,914
                                                  ----------     ------------    -------------    ------------     ----------

Cash and cash equivalents at end of period      $      845     $     52,273    $         418    $          -     $   53,536
                                                  ==========     ============    =============    ============     ==========
</TABLE>

                                       12
<PAGE>   15

<TABLE>
<CAPTION>
                                                                  Combined         Combined
                                                     The          Guarantor      Non-Guarantor
                                                   Company       Subsidiaries    Subsidiaries     Eliminations       Total
                                                  ----------     ------------    -------------    ------------     ----------
<S>                                             <C>            <C>             <C>              <C>              <C>
CASH FLOW DATA:
(THREE MONTHS ENDED MARCH 31, 2000):

Net cash provided by (used in)
  operating activities                          $    2,137     $     (3,784)   $      (1,520)   $          -     $   (3,167)

Investing activities:
   Acquisition of business, net of cash             (4,447)               -                -               -         (4,447)
     acquired

   Purchases of property, plant and                      -             (661)            (145)              -           (806)
     equipment

   Decrease in short-term investments                2,631                -                -               -          2,631
                                                  ----------     ------------    -------------    ------------     ----------
Net cash used in investing activities               (1,816)            (661)            (145)              -         (2,622)

Financing activities:
   Borrowings on revolving credit facility          13,652                -                -               -         13,652
   Payment of debt assumed in acquisition           (7,383)               -                -               -         (7,383)
   Decrease in amounts due to GEC                        -              (34)               -               -            (34)
   Proceeds from long-term borrowings                    -                -                -               -             -
   Principal payments on long-term                       -             (423)             (19)              -           (442)
     borrowings

   Intercompany transactions                        (4,518)           3,055            1,463               -              -
                                                  ----------     ------------    -------------    ------------     ----------
Net cash provided by financing activities            1,751            2,598            1,444               -          5,793

Effect of exchange rate changes on cash                  -               28               21               -             49
                                                  ----------     ------------    -------------    ------------     ----------

Increase (decrease) in cash and
   cash equivalents                                  2,072           (1,819)            (200)              -             53

Cash and cash equivalents at beginning
     of period                                       7,760            5,396            2,185               -         15,341
                                                  ----------     ------------    -------------    ------------     ----------

Cash and cash equivalents at end of period      $    9,832     $      3,577    $       1,985    $          -     $   15,394
                                                  ==========     ============    =============    ============     ==========
</TABLE>

                                       13
<PAGE>   16




ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

For further information, refer to the consolidated financial statements and
footnotes of Paragon Corporate Holdings Inc. set forth in the Company's Annual
Report on Form 10-K for the year ended December 31, 2000.

GENERAL

The Company, through its wholly-owned subsidiaries, is engaged in the
manufacture, sale, distribution and service of offset presses, cameras and plate
makers and related supplies for the graphic arts and printing industry. On May
10, 2000, the Company sold substantially all of the assets and liabilities of
its Curtis Industries, Inc.("Curtis") subsidiary previously reported as the
automotive and industrial segment. The results of operations for Curtis have
been reported as a discontinued operation. On January 27, 2000, the Company
acquired all of the outstanding common stock of Multigraphics, Inc.
("Multigraphics"), a supplier of high quality pre-press, press and post-press
equipment, supplies, and technical service to the printing industry. The
acquisition has been accounted for as a purchase and, accordingly, the
consolidated financial statements include the results of Multigraphics since the
date of acquisition. .

RESULTS OF CONTINUING OPERATIONS

THREE MONTHS ENDED MARCH 31, 2001, COMPARED TO THE THREE MONTHS ENDED MARCH 31,
2000:

NET REVENUE

For the three months ended March 31, 2001, net revenue decreased $2.0 million or
3.5% to $55.6 from $57.6 million for the quarter ended March 31, 2000. Weaker
demand more than offset the positive effect of having Multigraphics in the
operating results for the full quarter in the current year compared to
approximately two months in the prior year. Printing equipment sales decreased
$3.1 million or 18.0% over the prior year to $14.3 million. Printing supplies
sales decreased $0.1 million from the prior year. The decrease in both equipment
and supplies was primarily attributable to weaker demand in domestic and certain
European markets for the Company's analog products. Repair parts and service
revenues increased $1.0 million or 6.6% to $16.6 million primarily due to the
acquisition of Multigraphics.

GROSS PROFIT

Gross profit decreased $0.9 million or 6.2% to $13.2 million for the quarter
ended March 31, 2001. Gross profit as a percentage of sales was 23.7% during the
first quarter of 2001 compared to 24.4% for the same period last year. The
decrease in gross profit percentage is attributable to lower fixed cost
absorption in 2001 on manufactured equipment due to reduced volume, increased
freight costs, and an increase in inventory valuation allowances on discontinued
products. These higher costs and allowances were partially offset by higher
service margins resulting from lower field service costs and increased operating
efficiencies. The Company believes that its margin percentage may decrease in
the future as its sales shift from higher margin analog products to lower margin
digital products. To offset lower margins, the Company continues to seek
increased operating efficiencies and lower expenses.

                                       14
<PAGE>   17

COSTS AND EXPENSES

Costs and expenses decreased by $0.3 million to $15.8 million for the quarter
ended March 31, 2001 from $16.1 million for the quarter ended March 31, 2000.
General and administrative expenses decreased $0.3 million as a result of
eliminating redundant functions. Relocation and severance costs decreased by
$0.2 million to $0.3 million for the first quarter of 2001. Offsetting these
decreases were the increases in depreciation and amortization of $0.1 million
and research and development costs $0.1 million.

OPERATING LOSS

The operating loss increased $0.6 million to $2.6 million for the quarter ended
March 31, 2001 from $2.0 million for the quarter ended March 31, 2000. The
increase in operating loss from 2000 resulted primarily from lower revenues and
gross profits, partially offset by lower operating expenses.

RESTRUCTURING CHARGE

In connection with the acquisition of Multigraphics, the Company anticipated
that it would incur restructuring costs of approximately $2.2 million comprised
primarily of employee termination and relocation costs. Since the acquisition,
the Company incurred and paid $2.4 million of these costs, which represents
substantially all of the costs to complete the integration. Employee termination
costs and contractual obligations pertaining to the integration of Multigraphics
that qualified under EITF 95-3, Recognition of Liabilities in Connection with a
Purchase Business Combination, and thus included in the purchase price
allocation, amounted to $4.5 million. Since the acquisition, amounts paid and
charged against this liability were $2.0 million in 2000 and $ 0.3 million in
2001.

INTERNATIONAL OPERATIONS

The Company transacts business in a number of countries throughout the world and
has facilities in the United States, Canada, the United Kingdom, the
Netherlands, and Belgium. As a result, the Company is subject to business risks
inherent in non-U.S. operations, including political and economic uncertainty,
import and export limitations, exchange controls, and currency fluctuations. The
Company believes that the risks related to its foreign operations are mitigated
by the relative political and economic stability of the countries in which its
largest foreign operations are located. As the U.S. dollar strengthens and
weakens against foreign currencies in which the Company transacts business, its
financial results will be affected. The principal foreign currencies in which
the Company transacts business are the Japanese yen, the Canadian dollar, the
British pound sterling, the Dutch guilder, and the Belgian franc. The
fluctuation of the U.S. dollar versus other currencies resulted in increases
(decreases) to stockholders' equity of approximately ($0.6) million and $0.1
million for the three months ended March 31, 2001 and 2000, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operating activities was $3.0 million and $3.2 million for the
quarters ended March 31, 2001 and 2000, respectively. The net cash used in
operating activities in 2001 was principally the result of net losses incurred
of $5.5 million and a reduction of accounts payable of $3.8 million offset by a
decrease in receivables of $3.6 million and in inventory of $2.0 million. Net
cash used in operating activities in 2000 was primarily attributable to
operating losses and interest costs on the senior notes mentioned above.

The net cash used in investing activities was $0.1 million and $2.7 million for
the quarters ended March 31, 2001 and 2000, respectively. The 2000 amount
reflects the cash cost of the Multigraphics acquisition of $4.4 million offset
by the liquidation of short-term investments of $2.6 million

                                       15
<PAGE>   18

primarily to fund property, plant, and equipment purchases of $0.8 million and
operations.

Net cash provided by / (used in) financing activities was ($0.3) million and
$5.8 million for the quarters ended March 31, 2001 and 2000, respectively. The
net cash used in financing activities in 2001 was for principal payments on
long-term borrowings. The net cash provided by financing activities in 2000 was
primarily the result of borrowings of $13.7 million to fund the Multigraphics
acquisition and operating losses, offset by ($7.4) million repayment of debt
assumed in the Multigraphics acquisition.

The Company's primary capital requirements (excluding acquisitions) consist of
working capital, capital expenditures and debt service. The Company expects
current financial resources and funds from operations to be adequate to meet
current cash requirements. At March 31, 2001, the Company had cash and cash
equivalents of $53.5 million and unused credit facilities of approximately $6
million available for its use. On March 31, 2001, the Company amended the Credit
Agreement, increasing its credit line under the agreement to $37 million from
$32 million and amending the financial covenants to reflect the Company's
current financial outlook. In addition, the amendment raised the cap on
borrowings permitted against the Company's eligible inventory from $16.0 million
to $18.5 million thereby increasing the Company's borrowing availability. At
March 31, 2001, the Company was in violation of certain financial covenants
under the terms of the Credit Agreement for which it has received waivers
through March 31, 2001.

The Company's senior notes require semi-annual interest payments on October 1
and April 1 in arrears. The Company elected to avail itself of the 30-day grace
period available under the indenture to postpone payment of its $5.5 million
interest obligation due April 1, 2001. The Company paid the interest due on the
senior notes prior to the expiration of the grace period. On April 13, 2001, the
Company commenced an offer (the "Exchange Offer") to exchange a payment of cash
and the issuance of new promissory notes (the "Promissory Notes") of the Company
and A.B.Dick Company ("A.B.Dick"), for all of its outstanding senior notes,
which are currently outstanding in an aggregate principal amount of $115
million. The Exchange Offer expired on May 14, 2001, and the Company did not
purchase any senior notes pursuant to the Exchange Offer because the minimum
condition was not satisfied.

CAUTIONARY STATEMENT FOR SAFE HARBOR PURPOSES

This Management's Discussion and Analysis of Financial Condition and Results of
Operations (MD&A) contains forward-looking statements within the meaning of the
federal securities laws. As a general matter, forward-looking statements are
those focused upon future plans, objectives, or performance as opposed to
historical items and include statements of anticipated events or trends and
expectations and beliefs relating to matters that are not historical in nature.
Such forward-looking statements are subject to uncertainties and factors
relating to the Company's operations and business environment, all of which are
difficult to predict and many of which are beyond the control of the Company,
that could cause actual results of the Company to differ materially from those
matters expressed in or implied by such forward-looking statements.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's interest income and expense are most sensitive to changes in the
general level of U.S. interest rates. In this regard, changes in the U.S.
interest rates affect interest earned on the Company's cash equivalents as
well as interest paid on a

                                       16
<PAGE>   19


portion of its debt. To mitigate the impact of fluctuations in U.S. interest
rates, the Company generally maintains the majority of its debt as fixed rate by
borrowing on a long-term basis.

The Company's earnings are also affected by fluctuations in the value of the
U.S. dollar as compared to foreign currencies, predominantly in European
countries. An additional risk relates to product shipped between the Company's
European subsidiaries. In addition to the impact on the intercompany balances,
changes in exchange rates also affect volume of sales or the foreign currency
sales price as competitors products become more or less attractive.

The carrying amount of cash and cash equivalents, trade receivables and payables
approximates fair value because of the short maturity of these instruments. The
carrying amount of the revolving credit facility approximates fair value. The
carrying amount of the senior notes exceeds its fair value at March 31, 2001 by
$67.9 million. The fair value has been determined using the market price of the
related securities at March 31, 2001.

                                       17
<PAGE>   20




                           Part II. Other Information

Item 6.    Exhibits and Reports on Form 8-K

           (a)  Index of Exhibits

           (b)  Reports on Form 8-K filed by the Company

                Form 8-K Current Report dated April 13, 2001, regarding the
                Exchange Offer with respect to the Registrant's outstanding
                9-5/8% Series B Notes due 2008.

                                       18
<PAGE>   21





                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

<TABLE>
<CAPTION>
<S>                                 <C>
                                    PARAGON CORPORATE HOLDINGS INC.

                                    By: /s/ Frank D. Zaffino
                                        -----------------------------------------------------------
                                        FRANK D. ZAFFINO
                                        President and Chief Executive Officer and Director (As duly
                                        authorized representative and Principal Executive Officer)


                                    PARAGON CORPORATE HOLDINGS INC.

                                    By: /s/ Gregory T. Knipp
                                        -----------------------------------------------------------
                                        GREGORY T. KNIPP
                                        Chief Financial Officer (As duly authorized representative
                                        and as Principal Financial and Accounting Officer)


                                    A.B.DICK COMPANY

                                    By: /s/ Gregory T. Knipp
                                        -----------------------------------------------------------
                                        GREGORY T. KNIPP
                                        Chief Financial Officer (As duly authorized representative
                                        and as Principal Financial and Accounting Officer)


                                    ITEK GRAPHIX CORP.

                                    By: /s/ Frank D. Zaffino
                                        -----------------------------------------------------------
                                        FRANK D. ZAFFINO
                                        President and Chief Executive Officer (As duly authorized
                                        Officer)
</TABLE>




Date:  May 15, 2001

                                       19
<PAGE>   22



                         PARAGON CORPORATE HOLDINGS INC.
                           FORM 10-K INDEX OF EXHIBITS

<TABLE>
<CAPTION>
   Exhibit
    Number   Description of Exhibit
    ------   ----------------------
<S>          <C>                                                                                                                 <C>
        3.1  (a)      Certificate of Incorporation of Paragon Corporate Holdings Inc., as currently in effect.                   (1)
             (b)      Certificate of Amendment to Certificate of Incorporation of Paragon Corporate Holdings Inc.,               (5)
                      as currently in effect, dated May 26, 2000.
        3.2  By-Laws of Paragon Corporate Holdings Inc. as currently in effect                                                   (1)
        3.3  Certificate of Incorporation of A.B.Dick Company, as currently in effect                                            (1)
        3.4  By-Laws of A.B.Dick Company, as currently in effect.                                                                (1)
        3.5  (a)      Certificate of Incorporation of Curtis Industries, Inc. as currently in effect.                            (1)
             (b)      Certificate of Amendment to Certificate of  Incorporation of Curtis  Industries,  Inc., as currently in    (6)
                      effect.
        3.6  By-Laws of Curtis Industries, Inc. as currently in effect.                                                          (1)
        3.7  Certificate of Incorporation of Itek Graphix Corp. , as currently in effect.                                        (1)
        3.8  By-Laws of Itek Graphix Corp., as currently in effect.                                                              (1)
        3.9  Certificate of Incorporation of Curtis Sub, Inc., as currently in effect.                                           (1)
       3.10  By-Laws of Curtis Sub, Inc., as currently in effect.                                                                (1)
        4.1  Indenture,  dated as of  April 1,  1998,  among  Paragon  Corporate  Holdings  Inc.,  A.B.Dick  Company,  Curtis    (1)
             Industries,  Inc., Itek Graphix Corp.,  Curtis Sub, Inc and Norwest Bank  Minnesota,  National  Association,  as
             Trustee (containing, as exhibits, specimens of the Series A Notes and the Series B Notes).
        4.4  (a)    Credit  and  Security  Agreement,  dated as of April 1, 1998  amended by  Amendment  I,  between  Paragon    (1)
                    Corporate Holdings Inc. and Key Corporate Capital Inc.
             (b)    Amendment I, dated as of March 17, 1999, to the Credit and Security Agreement,  dated as of April 1, 1998    (1)
                    between Paragon Corporate Holdings Inc. and Key Corporate Capital Inc.
             (c)    Waiver and  Amendment  to the Credit and  Security  Agreement,  dated  March 29,  2000,  between  Paragon    (2)
                    Corporate Holdings Inc. and Key Corporate Capital, Inc.
             (d)    Amendment  No. 2 to Credit and  Security  Agreement  dated  March 31,  2000,  between  Paragon  Corporate    (5)
                    Holdings Inc. and Key Corporate Capital, Inc.
             (e)    Amendment No. 3 to Credit and Security  Agreement dated May 10, 2000,  between Paragon Corporate Holdings    (5)
                    Inc. and Key Corporate Capital, Inc.
             (f)    Waiver  Letter to the Credit and  Security  Agreement  dated August 14, 2000  between  Paragon  Corporate    (6)
                    Holdings Inc. and Key Corporate Capital, Inc.
             (g)    Amendment  No. 4 to Credit  and  Security  Agreement  dated  March 30,  2001  between  Paragon  Corporate    (7)
                    Holdings, Inc. and Key Corporate Capital, Inc.
       10.3  Management Agreement, dated as of April 1, 1998, between Paragon Corporate Holdings Inc. and NESCO, Inc.            (1)
       10.4  Tax Payment  Agreement,  dated as of April 1, 1998, among Paragon  Corporate  Holdings Inc.,  A.B.Dick  Company,    (1)
             Curtis Industries, Inc., Itek Graphix Corp., Curtis Sub, Inc. and NES Group, Inc.
       10.6  Severance and  Non-Competition  Agreement dated February 28, 1996 between Curtis  Industries,  Inc. and A. Keith    (1)
             Drewett.
       10.7  Agreement dated July 2, 1998 among Curtis Industries, Inc., Paragon Holdings Inc. and A. Keith Drewett.             (3)
       10.8  Agreement  and plan of merger,  dated  September  29, 1999  between  Multi  Acquisition  Corp.,  a  wholly-owned    (4)
             subsidiary of Paragon Corporate Holdings Inc., and Multigraphics, Inc.


             (1)      Incorporated by reference from Form S-4  Registration  Number  333-51569 filed under the Securities Act
                      of 1933, as amended
             (2)      Incorporated by reference from Form 10-K File Number 333-51569 filed March 31, 2000
             (3)      Incorporated by reference from Amendment No. 2 to Form S-4 Registration Number 333-51569 filed   July
                      17, 1998 under the Securities Act of 1933, as amended
             (4)      Incorporated by reference from Appendix A of Schedule 14A filed December 6, 1999, by Multigraphics, Inc.
             (5)      Incorporated by reference from Form 10-Q File Number 333-51569 filed August 14, 2000.
             (6)      Incorporated by reference from Form 10-Q File Number 333-51569 filed November 14, 2000.
             (7)      Incorporated by reference from Form 10-K File Number 333-51569 filed April 6, 2001.
</TABLE>

                                       20