<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 September 30, 1999

                          Commission File No. 333-51569

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

                Delaware                                      34-1845312
                --------                                      ----------
     (State or other Jurisdiction of                       (I.R.S. Employer
     Incorporation or Organization)                      Identification No.)

                    CO-REGISTRANTS AND SUBSIDIARY GUARANTORS

A.B.Dick Company                            Delaware                  04-3892065
Curtis Industries, 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                Curtis Industries, 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 October 31, 1999, there were 1,000 shares of the registrant's Class A
common stock outstanding.

As of October 31, 1999, there were 19,000 shares of the registrant's Class B
common stock outstanding.

<PAGE>   2



                                      INDEX

                         PARAGON CORPORATE HOLDINGS INC.

<TABLE>
<CAPTION>


Part I   Financial Information                                                            Page Number

<S>                                                                                       <C>
         Item 1     Financial Statements (Unaudited)...........................................1

                    Condensed Consolidated Balance Sheets
                    September 30, 1999 and December 31, 1998...................................2

                    Condensed Consolidated Statements of Operations
                    Three and Nine Months ended September 30, 1999 and 1998....................3

                    Condensed Consolidated Statements of Cash Flows
                    Nine Months ended September 30, 1999 and 1998..............................4

                    Notes to Condensed Consolidated Financial Statements....................5-13

         Item 2     Management's Discussion and Analysis of Financial
                    Condition and Results of Operations....................................14-18

         Item 3     Quantitative and Qualitative Disclosures About Market Risk................18


Part II  Other Information

         Item 6     Exhibits and Reports on Form 8-K..........................................19

         Signatures...........................................................................20

</TABLE>

<PAGE>   3


                          Part I. Financial Information

                    Item I. Financial Statements (Unaudited)

                                        1

<PAGE>   4

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

<TABLE>
<CAPTION>

                                                 September 30, 1999   December 31, 1998
                                                 ------------------   -----------------
                                                    (Unaudited)
<S>                                                 <C>                <C>
Assets:
Current Assets:
   Cash and cash equivalents                         $   9,523            $   7,462
   Short-term investments                               17,637               21,534
   Accounts receivable, net                             38,509               40,579
   Inventories                                          48,409               48,094
   Other                                                 2,212                2,458
                                                     ---------            ---------
      Total current assets                             116,290              120,127

Property, plant and equipment, less
   accumulated depreciation                             20,448               18,700
Goodwill                                                30,986               31,861
Other assets                                             4,339                4,721
                                                     ---------            ---------

                                                     $ 172,063            $ 175,409
                                                     =========            =========


Liabilities and Stockholder's Equity:
Current liabilities:
   Accounts payable                                  $  20,595            $  23,471
   Accrued compensation                                  7,063                8,302
   Accrued interest                                      5,534                2,767
   Accrued other                                        12,362               13,595
   Deferred service revenue                              6,742                6,502
   Due to GEC                                              825                1,724
   Current portion of long-term debt                     1,044                  997
                                                     ---------            ---------
      Total current liabilities                         54,165               57,358

Senior Notes                                           115,000              115,000
Long-term debt, less current portion                    11,158                1,886
Retirement obligations                                   3,701                3,641
Other long-term liabilities                              2,378                2,643

Stockholder's equity (deficit):
   Common stock, no par value, Authorized
     2,000 shares of Class A (voting) and 28,000
     shares of Class B (non-voting); issued and
     outstanding 1,000 shares of Class A and
     19,000 shares of Class B, at stated value               1                    1
   Paid-in capital                                          47                   47
   Retained earnings (deficit)                         (13,546)              (4,279)
   Accumulated other comprehensive loss                   (841)                (888)
                                                     ---------            ---------
      Total stockholder's equity (deficit)             (14,339)              (5,119)
                                                     ---------            ---------

                                                     $ 172,063            $ 175,409
                                                     =========            =========

</TABLE>

See notes to condensed consolidated financial statements.

                                       2
<PAGE>   5
                         Paragon Corporate Holdings Inc.
                 Condensed Consolidated Statement of Operations
                                 (In Thousands)

<TABLE>
<CAPTION>

                                                      Three Months Ended                        Nine Months Ended
                                            September 30, 1999   September 30, 1998    September 30, 1999   September 30, 1998
                                            ------------------   ------------------    ------------------   ------------------
                                                          (Unaudited)                              (Unaudited)


<S>                                           <C>                 <C>                      <C>                 <C>
Net revenue                                     $  59,335           $  65,565                $ 188,149           $ 198,642
Cost of revenue                                    36,943              39,957                  118,664             119,987
                                                ---------           ---------                ---------           ---------

Gross profit                                       22,392              25,608                   69,485              78,655

COSTS AND EXPENSES
Sales and marketing expenses                       10,462              10,919                   32,062              33,099
General and administrative expenses                 9,430               8,622                   28,802              28,530
Research and development                              808                 740                    2,559               2,291
Depreciation and amortization                       1,999               1,421                    5,272               4,036
Management fee                                         68                 248                      260               1,169
Restructure, relocation and severance costs           880                 931                    1,633               1,840
                                                ---------           ---------                ---------           ---------
                                                   23,647              22,881                   70,588              70,965
                                                ---------           ---------                ---------           ---------

Operating income (loss)                            (1,255)              2,727                   (1,103)              7,690
Interest expense, net                              (2,623)             (2,472)                  (8,240)             (7,186)
Other income (expense)                                 57                 (55)                     105                (218)
                                                ---------           ---------                ---------           ---------
Income (loss) before foreign tax and
   extraordinary item                              (3,821)                200                   (9,238)                286
Foreign tax expense (benefit)                         (30)                 86                       29                 526
                                                ---------           ---------                ---------           ---------

Income (loss) before extraordinary item            (3,791)                114                   (9,267)               (240)
Extraordinary item                                      -                   -                        -               1,280
                                                ---------           ---------                ---------           ---------
Net Income (loss)                               $  (3,791)          $     114                $  (9,267)          $  (1,520)
                                                =========           =========                =========           =========


</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>

                                                                           Nine Months Ended
                                                                September 30, 1999  September 30, 1998
                                                                ------------------  ------------------
                                                                              (Unaudited)

<S>                                                                 <C>                 <C>
Operating activities:
   Net loss                                                          $  (9,267)          $  (1,520)
   Adjustments to reconcile net loss
    to net cash provided by (used in) operating activities:
      Extraordinary item                                                     -               1,280
      Provision for depreciation and amortization                        5,272               4,036
      Gain on sale of equipment                                              -                (845)
      Changes in operating assets and liabilities                         (368)                345
                                                                     ---------           ---------
Net cash provided by (used in) operating activities                     (4,363)              3,296


Investing activities:
   Purchases of property, plant and equipment                           (4,563)             (6,255)
   Proceeds from sale of equipment                                           -                 858
   Payments of acquisition liabilities                                    (224)             (2,525)
   Decrease (increase) in short-term investments                         3,897             (23,330)
   Acquisition of business                                                   -              (1,095)
                                                                     ---------           ---------
Net cash used in investing activities                                     (890)            (32,347)


Financing activities:
   Decrease in amounts due to GEC and affiliates                          (899)               (141)
   Decrease in long-term borrowings                                       (781)            (40,614)
   Proceeds from bond offering                                               -             115,000
   Payment of bond issue costs                                               -              (5,192)
   Payment on revolving credit lines                                         -             (26,084)
   Borrowings on revolving credit lines                                  8,947                   -
   Dividend distribution                                                     -             (10,000)
                                                                     ---------           ---------
Net cash provided by financing activities                                7,267              32,969
Effect of exchange rate changes on cash                                     47                (158)
                                                                     ---------           ---------
Increase (decrease) in cash and cash equivalents                         2,061               3,760
Cash and cash equivalents at beginning of period                         7,462               3,283
                                                                     ---------           ---------

Cash and cash equivalents at end of period                           $   9,523           $   7,043
                                                                     =========           =========

</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. ("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. NES Group, Inc. is the sole
stockholder 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 and nine month periods ended
September 30, 1999 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1999. 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, 1998.

C. 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.

D. COMPREHENSIVE INCOME (LOSS)

The components of comprehensive income (loss) for the three and nine month
periods ended September 30, 1999 and 1998 are as follows:

<TABLE>
<CAPTION>

                                                   Three months ended        Nine months ended
                                                      September 30             September 30
                                                   1999         1998         1999         1998
                                                 -------      -------      -------      -------

   <S>                                          <C>          <C>          <C>          <C>
    Net Income (loss)                            $(3,791)     $   114      $(9,267)     $(1,520)
    Foreign currency translation  adjustment         308          (69)          47         (158)
                                                 -------      -------      -------      -------

    Comprehensive Income (loss)                  $(3,483)     $    45      $(9,220)     $(1,678)
                                                 =======      =======      =======      =======

</TABLE>


                                        5


<PAGE>   8

E. FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash and cash equivalents, short-term investments, trade
receivables and payables approximates fair value because of the short maturity
of these instruments. The carrying amount of long-term debt and senior notes
exceeds its fair value at September 30, 1999 by $74,750. The fair value has been
determined using the market price of the related securities at September 30,
1999.

F. INVENTORIES

Domestic inventories, which represent approximately 78% 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>

                                             September 30, 1999    December 31, 1998
                                             ------------------    -----------------

      <S>                                         <C>                  <C>
         Raw materials and work in process         $ 6,414              $ 6,768
         Finished goods                             42,503               41,638
         LIFO reserve                                 (508)                (312)
                                                   -------              -------
                                                   $48,409              $48,094
                                                   =======              =======
</TABLE>

G. INCOME TAXES

The Company and its domestic subsidiaries have elected Subchapter S Corporation
status for United States income tax purposes. Accordingly, the Company's United
States operations are not subject to income taxes as separate entities. The
Company's United States income is included in the income tax returns of the
stockholder. Under the terms of the Tax Payment Agreement with the Stockholder,
the Company makes distributions to the stockholder for payment of income taxes
if required.

H. SEGMENT INFORMATION

Paragon operates in two industry segments: Printing Equipment and Supplies and
Automotive and Industrial Supplies.

The Company's printing equipment and supplies business segment is a leading
manufacturer of printing products for the global quick print and small
commercial printing markets. This business has three product lines: (i)
pre-press, press and other related equipment, (ii) supplies, and (iii)
after-market repair service and replacement parts. The Company manufactures its
own products that are sold under the A. B. Dick(R) and Itek Graphix(R) brand
names, and distributes certain products manufactured by third parties. The
Company's printing equipment and supplies business segment sells its products
and services through a network of branches and independent distributors in the
United States, its subsidiaries in Canada, the United Kingdom, the Netherlands
and Belgium and independent distributors in other countries.

The Company's automotive and industrial supplies distribution business segment
supplies a wide range of products including (i) automotive security products,
key cutting equipment and key blanks, and non-model specific automotive parts
and (ii) maintenance, repair and operating supplies, including fasteners,
connectors, chemicals and tools. The Company generally markets its products
under its proprietary brand names, Curtis(R) and Mechanics Choice(R). Customers
of the Company's distribution business include independent auto dealerships and
industrial accounts throughout the U.S., Canada and the United Kingdom.


                                        6


<PAGE>   9



H. SEGMENT INFORMATION (CONTINUED)

<TABLE>
<CAPTION>

                                                   Three months ended            Nine months ended
                                                     September 30,                 September 30,
                                                  1999          1998           1999            1998
                                               ---------      ---------      ---------      ---------

  <S>                                         <C>            <C>            <C>           <C>
    Net revenues:
       Printing equipment and supplies         $  38,064      $  44,599      $ 125,318      $ 137,082
       Automotive and industrial supplies         21,271         20,966         62,831         61,560
                                               ---------      ---------      ---------      ---------

       Total net revenue                       $  59,335      $  65,565      $ 188,149      $ 198,642
                                               =========      =========      =========      =========

    Depreciation and amortization:
       Printing equipment and supplies         $     867      $     414      $   1,922      $   1,179
       Automotive and industrial supplies          1,132          1,007          3,350          2,857
                                               ---------      ---------      ---------      ---------

       Total depreciation and amortization     $   1,999      $   1,421      $   5,272      $   4,036
                                               =========      =========      =========      =========

    Operating income (loss):
       Printing equipment and supplies         $  (2,255)     $   1,553      $  (3,723)     $   5,606
       Automotive and industrial supplies          1,192          1,314          3,101          2,372
       Corporate                                    (192)          (140)          (481)          (288)
                                               ---------      ---------      ---------      ---------
                                                  (1,255)         2,727         (1,103)         7,690
    Interest expense, net                         (2,623)        (2,472)        (8,240)        (7,186)
    Other income (expense)                            57            (55)           105           (218)
                                               ---------      ---------      ---------      ---------

    Income (loss) before taxes                 $  (3,821)     $     200      $  (9,238)     $     286
                                               =========      =========      =========      =========

</TABLE>

I. ACQUISITION & COMMITMENTS

On September 29, 1999, the Company entered into an agreement to purchase all the
outstanding shares of Multigraphics, Inc. Under the terms of the agreement,
Paragon will acquire Multigraphics for $1.25 in cash per share of common stock.
The transaction will be accounted for as a purchase and is expected to close
during the first quarter of 2000. The transaction is subject to stockholder
approval, expiration of the Hart-Scott-Rodino antitrust review period, and other
customary conditions. There are no assurances that the merger agreement will
result in a transaction.

On September 30, 1999, the Company committed $2.0 million to Multigraphics, Inc.
pursuant to a promissory note agreement executed by Multigraphics, Inc.


                                       7

<PAGE>   10


J. GUARANTOR AND NON-GUARANTOR SUBSIDIARIES

The Company's domestic 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 are not guarantors of the Senior Notes.
Summarized consolidating balance sheets as of September 30, 1999 and December
31, 1998 for the Company, the guarantor subsidiaries, and the non-guarantor,
foreign 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
(SEPTEMBER 30, 1999):
Current assets:
  Cash and cash equivalents        $      46      $   7,532     $   1,945      $       -      $   9,523
  Short-term investments              17,637              -             -              -         17,637
  Accounts receivable, net                 -         28,306        10,203              -         38,509
  Inventories                              -         37,871        10,732           (194)        48,409
  Other                                  428          1,153           631              -          2,212
                                   ---------      ---------     ---------      ---------      ---------
Total current assets                  18,111         74,862        23,511           (194)       116,290

Property, plant and
   equipment, net                          5         19,378         1,065              -         20,448
Goodwill                                   -         30,928            58              -         30,986
Investment in subsidiary              64,284         13,803             -        (78,087)             -
Other assets                           4,314             19             6              -          4,339
Intercompany                          28,472              -             -        (28,472)             -
                                   ---------      ---------     ---------      ---------      ---------
                                   $ 115,186      $ 138,990     $  24,640      $(106,753)     $ 172,063
                                   =========      =========     =========      =========      =========

Current liabilities:
  Accounts payable                 $       -      $  18,064     $   2,531      $       -      $  20,595
  Accrued expenses                     5,578         16,264         3,120             (3)        24,959
  Deferred service revenue                 -          5,429         1,313              -          6,742
  Due to GEC                               -            825             -              -            825
  Intercompany                             -         24,123         5,384        (29,507)             -
  Current portion of long-                                                                            -
    term debt                              -            993            51              -          1,044
                                   ---------      ---------     ---------      ---------      ---------
Total current liabilities              5,578         65,698        12,399        (29,510)        54,165
Senior Notes                         115,000              -             -              -        115,000
Long-term debt, less
   current portion                     8,947          2,062           149              -         11,158
Retirement obligations                     -          3,694             7              -          3,701
Other long-term liabilities                -          2,378             -              -          2,378
Stockholder's equity (deficit)       (14,339)        65,158        12,085        (77,243)       (14,339)
                                   ---------      ---------     ---------      ---------      ---------

                                   $ 115,186      $ 138,990     $  24,640      $(106,753)     $ 172,063
                                   =========      =========     =========      =========      =========

</TABLE>

                                       8

<PAGE>   11


J. 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, 1998):
Current assets:
  Cash and cash equivalents        $      28      $   4,174     $   3,260      $       -      $   7,462
  Short-term investments              21,534              -             -              -         21,534
  Accounts receivable, net                 -         29,736        10,843              -         40,579
  Inventories                              -         38,688         9,610           (204)        48,094
  Other                                  393            972         1,093              -          2,458
                                   ---------      ---------     ---------      ---------      ---------
Total current assets                  21,955         73,570        24,806           (204)       120,127

Property, plant and
   equipment, net                          -         17,849           851              -         18,700
Goodwill                                   -         31,801            60              -         31,861
Investment in subsidiary              74,118         13,803             -        (87,921)             -
Other Assets                           4,709              4             8              -          4,721
Intercompany                          11,898              -             -        (11,898)             -
                                   ---------      ---------     ---------      ---------      ---------
                                   $ 112,680      $ 137,027     $  25,725      $(100,023)     $ 175,409
                                   =========      =========     =========      =========      =========

Current liabilities:
  Accounts payable                 $       -      $  20,399     $   3,072      $       -      $  23,471
  Accrued expenses                     2,799         18,710         3,158             (3)        24,664
  Deferred service revenue                 -          5,237         1,265              -          6,502
  Due to GEC                               -          1,724             -              -          1,724
  Current portion of
     long-term debt                        -            997             -              -            997
  Intercompany                             -          8,016         4,917        (12,933)             -
                                   ---------      ---------     ---------      ---------      ---------
Total current liabilities              2,799         55,083        12,412        (12,936)        57,358

Senior notes                         115,000              -             -              -        115,000
Long-term debt,less
   current portion                         -          1,886             -              -          1,886
Retirement obligations                     -          3,627            14              -          3,641
Other long-term liabilities                -          2,643             -              -          2,643
Stockholder's equity (deficit)        (5,119)        73,788        13,299        (87,087)        (5,119)
                                   ---------      ---------     ---------      ---------      ---------

                                   $ 112,680      $ 137,027     $  25,725      $(100,023)     $ 175,409
                                   =========      =========     =========      =========      =========

</TABLE>

                                        9
<PAGE>   12


J. GUARANTOR AND NON-GUARANTOR SUBSIDIARIES - CONTINUED

Summarized consolidating statements of income for the three months ended
September 30, 1999 and 1998, respectively, for the Company, the guarantor
subsidiaries, and the non-guarantor, foreign subsidiaries are as follows (in
thousands):

<TABLE>
<CAPTION>

                                                     Combined      Combined
                                          The       Guarantor    Non-Guarantor
                                        Company    Subsidiaries   Subsidiaries  Eliminations     Total
                                       --------    ------------  -------------  ------------   --------
INCOME STATEMENT DATA:
  (THREE MONTHS ENDED SEPTEMBER 30, 1999):
<S>                                    <C>        <C>            <C>            <C>            <C>
Net revenue                            $      -      $ 47,285      $ 12,154      $   (104)     $ 59,335
Cost of revenue                               -        28,932         8,100           (89)       36,943
                                       --------      --------      --------      --------      --------
Gross profit                                  -        18,353         4,054           (15)       22,392
Total operating expenses                    192        18,304         5,151             -        23,647
                                       --------      --------      --------      --------      --------
Operating income (loss)                    (192)           49        (1,097)          (15)       (1,255)
Interest income (expense)                (2,277)         (362)           16             -        (2,623)
Other income (expense)                        -           109           (52)            -            57
                                       --------      --------      --------      --------      --------
Income (loss) before foreign tax         (2,469)         (204)       (1,133)          (15)       (3,821)
Foreign tax expense (benefit)                 -            14           (44)            -           (30)
                                       --------      --------      --------      --------      --------
Net income (loss)                      $ (2,469)     $   (218)     $ (1,089)     $    (15)     $ (3,791)
                                       ========      ========      ========      ========      ========

</TABLE>


<TABLE>
<CAPTION>

                                                     Combined      Combined
                                          The       Guarantor    Non-Guarantor
                                        Company    Subsidiaries   Subsidiaries  Eliminations     Total
                                       --------    ------------  -------------  ------------   --------
INCOME STATEMENT DATA:
  (THREE MONTHS ENDED SEPTEMBER 30, 1998):
<S>                                    <C>        <C>            <C>            <C>            <C>
Net revenue                            $      -      $ 51,530      $ 14,140      $   (105)     $ 65,565
Cost of revenue                               -        30,565         9,480           (88)       39,957
                                       --------      --------      --------      --------      --------
Gross profit                                  -        20,965         4,660           (17)       25,608
Total operating expenses                    140        18,352         4,389             -        22,881
                                       --------      --------      --------      --------      --------
Operating income (loss)                    (140)        2,613           271           (17)        2,727
Interest income (expense)                (2,282)         (213)           23             -        (2,472)
Other income (expense)                        -           125          (180)            -           (55)
                                       --------      --------      --------      --------      --------
Income (loss) before foreign tax         (2,422)        2,525           114           (17)          200
Foreign tax expense (benefit)                 -             -            86             -            86
                                       --------      --------      --------      --------      --------
Net income (loss)                      $ (2,422)     $  2,525      $     28      $    (17)     $    114
                                       ========      ========      ========      ========      ========
</TABLE>

                                       10

<PAGE>   13

J. GUARANTOR AND NON-GUARANTOR SUBSIDIARIES - CONTINUED

Summarized consolidating statements of income for the nine months ended
September 30, 1999 and 1998, respectively, for the Company, the guarantor
subsidiaries, and the non-guarantor, foreign subsidiaries are as follows (in
thousands):

<TABLE>
<CAPTION>

                                                     Combined      Combined
                                          The       Guarantor    Non-Guarantor
                                        Company    Subsidiaries   Subsidiaries  Eliminations     Total
                                       --------    ------------  -------------  ------------   --------
INCOME STATEMENT DATA:
  (NINE MONTHS ENDED SEPTEMBER 30, 1999):

<S>                                    <C>        <C>            <C>            <C>            <C>
Net revenue                            $       -      $ 147,992      $  40,419      $    (262)     $ 188,149
Cost of revenue                                -         91,471         27,465           (272)       118,664
                                       ---------      ---------      ---------      ---------      ---------
Gross profit                                   -         56,521         12,954             10         69,485
Total operating expenses                     481         55,605         14,502              -         70,588
                                       ---------      ---------      ---------      ---------      ---------
Operating income (loss)                     (481)           916         (1,548)            10         (1,103)
Interest income (expense)                 (7,207)        (1,090)            57              -         (8,240)
Other income (expense)                         -             39             66              -            105
                                       ---------      ---------      ---------      ---------      ---------
Income (loss) before foreign tax          (7,688)          (135)        (1,425)            10         (9,238)
Foreign tax expense (benefit)                  -             37             (8)             -             29
                                       ---------      ---------      ---------      ---------      ---------
Net income (loss)                      $  (7,688)     $    (172)     $  (1,417)     $      10      $  (9,267)
                                       =========      =========      =========      =========      =========

</TABLE>


<TABLE>
<CAPTION>

                                                      Combined       Combined
                                          The        Guarantor     Non-Guarantor
                                        Company     Subsidiaries    Subsidiaries  Eliminations       Total
                                       --------     ------------   -------------  ------------      --------
INCOME STATEMENT DATA:
  (NINE MONTHS ENDED SEPTEMBER 30, 1998):
<S>                                    <C>        <C>            <C>            <C>            <C>
Net revenue                            $       -      $ 154,401      $  44,500      $    (259)     $ 198,642
Cost of revenue                                -         90,723         29,528           (264)       119,987
                                       ---------      ---------      ---------      ---------      ---------
Gross profit                                   -         63,678         14,972              5         78,655
Total operating expenses                     288         57,051         13,626              -         70,965
                                       ---------      ---------      ---------      ---------      ---------
Operating income (loss)                     (288)         6,627          1,346              5          7,690
Interest income (expense)                 (5,477)        (1,834)           125              -         (7,186)
Other income (expense)                         -             16           (234)             -           (218)
                                       ---------      ---------      ---------      ---------      ---------
Income (loss) before foreign tax
  and extraordinary item                  (5,765)         4,809          1,237              5            286
Foreign tax expense (benefit)                  -              -            526              -            526
                                       ---------      ---------      ---------      ---------      ---------
Income (loss) before
   extraordinary item                     (5,765)         4,809            711              5           (240)
Extraordinary item                           170          1,110              -              -          1,280
                                       ---------      ---------      ---------      ---------      ---------
Net income (loss)                      $  (5,935)     $   3,699      $     711      $       5      $  (1,520)
                                       =========      =========      =========      =========      =========

</TABLE>

                                       11

<PAGE>   14

J. GUARANTOR AND NON-GUARANTOR SUBSIDIARIES - CONTINUED

Summarized consolidating statements of cash flows for the nine months ended
September 30, 1999 and 1998, respectively, for the Company, the guarantor
subsidiaries, and the non-guarantor, foreign 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:
  (NINE MONTHS ENDED SEPTEMBER 30, 1999):

Net cash provided by (used in)
   operating activities                       $(4,549)     $ 1,304      $(1,118)     $       -     $(4,363)

Investing activities:
   Purchases of property, plant and
     equipment                                     (5)      (4,072)        (486)             -      (4,563)
   Proceeds from sale of equipment                  -            -            -              -           -
   Payment of acquisition liabilities               -            -            -              -           -
   Increase in short-term investments           3,897            -            -              -       3,897
   Acquisition of businesses                        -         (224)           -              -        (224)
                                              -------      -------      -------      ---------     -------
Net cash provided by (used in)
   investing activities                         3,892       (4,296)        (486)             -        (890)
Financing activities:
   Decrease in amounts due to GEC
     and affiliates                                 -         (899)           -              -        (899)
   Increase (decrease) in long-term
     borrowings                                     -         (981)         200              -        (781)
   Borrowings on revolving credit lines         8,947            -            -              -       8,947
   Intercompany                                (8,272)       8,385         (113)             -           -
                                              -------      -------      -------      ---------     -------
Net cash provided by (used in)
   financing activities                           675        6,505           87              -       7,267
Effect of exchange rate changes on cash             -         (155)         202              -          47
                                              -------      -------      -------      ---------     -------
Increase (decrease) in cash and cash
   equivalents                                     18        3,358       (1,315)             -       2,061
Cash and cash equivalents at beginning
   of period                                       28        4,174        3,260              -       7,462
                                              -------      -------      -------      ---------     -------
Cash and cash equivalents at end of
   period                                     $    46      $ 7,532      $ 1,945      $       -     $ 9,523
                                              =======      =======      =======      =========     =======


</TABLE>


                                       12

<PAGE>   15


J. 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>
CASH FLOW DATA:
  (NINE MONTHS ENDED SEPTEMBER 30, 1998):
Net cash provided by (used in)
   operating activities                       $  (3,630)     $   5,582      $   1,344      $      -     $   3,296

Investing activities:
   Purchases of property, plant and
     equipment                                        -         (6,186)           (69)            -        (6,255)
  Proceeds from sale of equipment                     -            858                                        858
  Payment of acquisition liabilities                  -         (2,525)             -             -        (2,525)
   Increase in short-term investments           (23,330)             -              -             -       (23,330)
   Acquisition of business                            -           (233)          (862)            -        (1,095)
                                              ---------      ---------      ---------      --------     ---------

Net cash provided by (used in)
   investing activities                         (23,330)        (8,086)          (931)            -       (32,347)
Financing activities:
   Decrease in amounts due to GEC
        and affiliates                                -           (141)             -             -          (141)
   Decrease in long-term borrowings             (20,014)       (20,600)             -             -       (40,614)
   Proceeds from bond offering                  115,000              -              -             -       115,000
   Payment of bond issue costs                   (5,192)             -              -             -        (5,192)
   Payment on revolving credit lines                  -        (26,084)             -             -       (26,084)
   Intercompany                                 (52,808)        52,812             (4)            -             -
   Dividend distribution                        (10,000)             -              -             -       (10,000)
                                              ---------      ---------      ---------      --------     ---------

Net cash provided by (used in)
   financing activities                          26,986          5,987             (4)            -        32,969
Effect of exchange rate changes on cash               -             82           (240)            -          (158)
                                              ---------      ---------      ---------      --------     ---------
Increase (decrease) in cash and
   cash equivalents                                  26          3,565            169             -         3,760
Cash and cash equivalents at beginning
   of period                                         28          1,173          2,082             -         3,283
                                              ---------      ---------      ---------      --------     ---------
Cash and cash equivalents at end of
   period                                     $      54      $   4,738      $   2,251      $      -     $   7,043
                                              =========      =========      =========      ========     =========

</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, 1998.

GENERAL

The Company, through its two wholly-owned subsidiaries, Curtis Industries Inc.
("Curtis") and A.B.Dick Company ("A.B.Dick") is engaged in (i) the distribution
of automotive and industrial supplies and (ii) the manufacture and distribution
of printing equipment and supplies. The Company's distribution business supplies
consumable, high margin, multiple-purpose products used in the automotive and
industrial markets, with an increasing focus on providing value-added logistics
services. The Company's printing equipment and supplies business is a leading
manufacturer and marketer of printing products for the global quick print and
small commercial printing markets.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 1999, COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 1998:

NET REVENUE

For the three months ended September 30, 1999, net revenue decreased $6.2
million or 9.5% to $59.3 million from $65.5 million for the three months ended
September 30, 1998. Automotive and industrial sales increased $0.3 million or
1.4 % over the prior year, to $21.3 million, primarily the result of an increase
in U.S. National Account sales of $0.4 million. Printing equipment sales were
down $4.8 million or 29.2% over the prior year to $11.8 million. The decrease
was attributable to weak demand in domestic and most European markets and the
discontinuance of certain product lines, as well as an expired distribution
agreement in Canada. Printing supplies sales were down $1.1 million or 6.3% to
$16.6 million due to an expired distribution agreement in Canada, a decline in
the supply stream on previously discontinued domestic equipment and competitive
pricing pressures on optical equipment supplies. The decrease in supplies sales
was partially offset by increases in digital equipment supplies. Repair parts
and service revenues decreased $0.6 million or 5.8% primarily due to the
discontinuance of A.B.Dick's line of distributed copier equipment and digital
duplicators.

GROSS PROFIT

Gross profit decreased $3.2 million or 12.6% to $22.4 million for the three
months ended September 30, 1999 from $25.6 million for the three months ended
September 30, 1998. Gross profit as a percent of sales was 37.7% during the
third quarter 1999 compared to 39.1% for the same period last year. Curtis'
gross profit was $12.1 million for the third quarter of 1999 and 1998. Curtis
gross profit as a percent of sales decreasing by 1.1% primarily the result of
product and channel mix. A.B.Dick's gross profit decreased by $3.2 million due
to lower sales. Gross profit as a percent of sales decreased 3.2% to 27.0%. The
decrease in gross profit percent results from increased manufacturing variances
in 1999 due to reduced volume and lower margins in service due to decreased
installations and service contracts on discontinued equipment.

                                       14


<PAGE>   17


COSTS AND EXPENSES

Costs and expenses increased by $0.8 million to $23.6 million for the three
months ended September 30, 1999 from $22.8 million for the three months ended
September 30, 1998. The increase is attributable to higher depreciation and
amortization, general and administrative and research and development costs,
offset by the continuation of cost reduction initiatives implemented in 1998.
Additionally, costs and expenses for 1999 include $0.8 million in restructuring
charges for A.B.Dick's Belgium subsidiary and $0.1 million in severance costs
for U.S. operations. Expenses for 1998 reflect $0.9 million for relocation and
severance expenses related to A.B Dick.

OPERATING INCOME

Operating income decreased $4.0 million from $2.7 million for the three months
ended September 30, 1998 to a loss of $1.3 million for the three months ended
September 30, 1999. The 1999 amount includes operating income from Curtis of
$1.2 million. Operating income for A.B.Dick decreased $3.8 million from $1.5
million for the three months ended September 30, 1998, to a loss of $2.3 million
for the three months ended September 30, 1999 as a result of the factors
discussed above.

NINE MONTHS ENDED SEPTEMBER 30, 1999, COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1998:

NET REVENUE

For the nine months ended September 30, 1999, net revenue decreased $10.5
million or 5.3% to $188.1 million from $198.6 million for the nine months ended
September 30, 1998. Automotive and industrial sales increased $1.3 million or
2.1% over the prior year to $62.8 million, primarily the result of an increase
in U.S. National Account sales of $1.0 million or 10.3%. Printing equipment
sales were down $5.7 million or 11.5% over the prior year to $44.0 million. The
decrease was attributable to continued weak demand in domestic and certain
European and Asian markets as well as an expired distribution agreement in
Canada, partially offset by increases in Holland. Printing supplies sales were
down $3.8 million or 6.8% to $52.1 million due to an expired distribution
agreement in Canada, a decline in the supply stream on previously discontinued
domestic equipment and competitive pricing pressures on optical equipment
supplies, partially offset by increases in digital equipment supplies. Repair
parts and service revenues decreased $2.3 million or 7.2% primarily due to the
discontinuance of A.B.Dick's line of distributed copier equipment and digital
duplicators.

GROSS PROFIT

Gross profit decreased $9.2 million or 11.6% for the nine months ended September
30, 1999 as compared to the same period a year earlier. Gross profit as a
percent of sales was 36.9% for the nine months ended September 30, 1999 compared
to 39.6% for the same period last year. Curtis' gross profit increased $0.5
million or 1.4% compared to the same period last year. A.B.Dick's gross profit
decreased by $9.7 million and gross profit as a percent of sales decreased 4.8%
to 26.8%. The gross profit decrease is primarily attributable to lower sales.
The decrease in gross profit percent results mainly from lower cost in 1998 due
to yen denominated purchases, increased 1999 variances on manufactured equipment
due to reduced volume and lower margins in service due to decreased
installations and service contracts on discontinued equipment.

COSTS AND EXPENSES

Costs and expenses decreased by $0.4 million to $70.6 million for the nine
months ended September 30, 1999 from $71.0 million for the same period a year
earlier. The decrease is attributable to lower management fee expense of $0.9
million, and continuation of cost reduction

                                       15


<PAGE>   18


initiatives implemented during 1998 of $0.7 million, offset by increased
depreciation and amortization of $1.2 million. Additionally, costs and expenses
for 1999 include $0.8 million in restructuring charges for A.B.Dick's Belgium
subsidiary, and $0.8 million in relocation and severance costs relating to U.S.
operations. Expenses for 1998 reflect $1.8 million for relocation and severance
costs related to A.B.Dick.

OPERATING INCOME

Operating income decreased $8.8 million from $7.7 million for the nine months
ended September 30, 1998 to a loss of $1.1 million for the nine months ended
September 30, 1999. The 1999 amount includes operating income from Curtis of
$3.1 million and operating loss from A.B.Dick of $3.7 million. The primary
factors contributing to the decline in operating income results from the same
period a year earlier are the decreases in revenues and gross profit, offset by
lower operating costs, for A.B.Dick.

YEAR 2000 ISSUES

The Year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Any of the Company's
computer programs or hardware that have date sensitive software or embedded
chips may recognize a date using "00" as the year 1900 rather than the year
2000. This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary inability
to process transactions, send invoices, or engage in similar normal business
activities.

The Company has been addressing the Year 2000 issue since mid 1997 with internal
project teams and outside consultants. The plan to resolve the problems involves
four phases: assessment, remediation, testing and implementation. The plan was
further subdivided to review separately: computer hardware, software, facilities
and the supply chain.

The assessment phase in the computer hardware and software categories has been
completed. Due to the extensive modifications to the original version of the
financial and manufacturing systems in place at A.B.Dick and the planned
reorganization and relocation, it was determined that the most effective
remediation was to replace the software with a current version and upgrade the
hardware being used. The manufacturer of the new version of the integrated
financial and manufacturing software has provided assurances to the Company that
their software will process date logic and date handling according to the
standards established by the Company. The international operations for A. B.
Dick have performed similar assessment and remediation efforts. The remediation
efforts, testing and implementation are in process at the A.B.Dick locations.
A.B.Dick expects to complete the Year 2000 activities within a timeframe that
will enable its material information systems to function without significant
disruption in Year 2000. The Curtis financial and distribution systems were
modified to accommodate the four-date digit code, which was completed in
December 1998. During the first quarter of 1999, the systems were tested and
implemented and are operational. The Company's Year 2000 efforts have had a
minimal impact on the normal operating systems of the Company.

An assessment was performed on the hardware and software utilized in the
equipment used in the manufacturing process. Based on this assessment, the
Company believes that none of the systems in use had date sensitive functions,
which would be impacted by the millennium change.

The Company performed an evaluation of domestic and international suppliers to
identify all mission critical vendors. These vendors have been contacted and
have been requested to provide assurances that their operations will be prepared
for the millennium change and will provide an

                                       16


<PAGE>   19


uninterrupted supply of components and services. The Company believes that based
on its year-to-date review, no significant disruption to operations will occur.
Continued monitoring of our supplier base will remain ongoing through the end of
the year. The Company's contingency plans include management of inventory safety
stocks, identification of alternative supplies or service providers where
applicable, and insourcing of certain components if required.

The most reasonable worst case scenario which could result from the failure of
the Company or its customers, vendors or other key third parties to adequately
address Year 2000 issues would include a temporary interruption or curtailment
in the Company's manufacturing or distribution operations at one or more of its
facilities. Such failures could also cause a delay or curtailment in the
processing of orders and invoices and the collection of revenues, as well as the
inability to maintain accurate accounting records, and lead to increased costs
and loss of sales. If these failures would occur depending upon their duration
and severity, they could have a material adverse effect on the Company's
business, results of operations and financial condition.

The Company's plans to complete the Year 2000 modifications are based on
management's best estimate, which were derived utilizing various assumptions of
future events including the continued availability of certain resources, and
other factors. Estimates on the status of completion and the expected completion
dates are based on the original plan and the estimated time required to complete
the remaining work. However, there can be no guarantee that these estimates will
be achieved and actual results could differ materially from those plans.
Specific factors that might cause such material differences include, but are not
limited to, the availability and cost of personnel trained in this area, the
ability to locate and correct all relevant computer codes and similar
uncertainties.

The information above contains certain forward-looking statements, including,
without limitation, statements relating to the Company's plans, strategies,
objectives, expectations, intentions, and adequate resources that are made
pursuant to the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Readers are advised that forward-looking statements about
the Year 2000 should be read in conjunction with the Company's disclosure under
the heading Safe Harbor Statement Under the Private Securities Litigation Reform
Act of 1995.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by (used in) operating activities were $(4.4) million and $3.3
million for the nine months ended September 30, 1999 and 1998, respectively. The
net cash used in operating activities in 1999 was principally the result of net
losses incurred of $(9.3) million. The net loss in 1999 is due to interest costs
resulting from the issuance of $115.0 million of senior notes on April 1, 1998
and operating losses for A.B.Dick. The net cash provided by operating activities
in 1998 resulted principally from a net loss from operations offset by
provisions for depreciation and amortization expenses.

The net cash used in investing activities was $0.9 million and $32.3 million for
the nine months ended September 30, 1999 and 1998, respectively. The 1999 amount
includes a decrease in short-term investments of $3.9 million and property,
plant, and equipment purchases of $4.6 million. The primary components of the
1998 investing activities were an increase in short-term investments of $23.3
million, property, plant and equipment purchases of $6.3 million, payments on
acquisition related liabilities of $2.5 million, and acquisition of business of
$1.1 million.

Net cash provided by financing activities was $7.3 million and $33.0 million for
the nine months ended September 30, 1999 and 1998, respectively. The net cash
provided by financing activities in 1999 was primarily the result of borrowings
on revolving credit lines of $8.9 million. The 1998 net cash from financing
activities was the result of the issuance of $115.0 million of senior notes,
offset by the reduction of long-term borrowings of $40.6 million and reduction
of revolving lines of credit

                                       17


<PAGE>   20


by $26.1 million. The bond issuance costs paid were $5.2 million and the Company
made a dividend distribution to its sole stockholder in the amount of $10.0
million.

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 September 30, 1999 the Company had cash, cash
equivalents and short-term investments of $27.2 million and unused credit
facilities of $17.6 million available for its use. At September 30, 1999, the
Company was in violation of certain covenants under the terms of the revolving
credit agreement, for which it received a waiver. The Company is currently
negotiating an amendment to the covenants in the revolving credit agreement.

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 include, without limitation, statements
regarding the Company's Year 2000 compliance program and future prospects of the
business. 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 assumed its securities that are available for sale are similar
enough to aggregate those securities for presentation purposes. Under the terms
of the bond indenture, the Company's short-term investments are limited to,
among others, securities issued by or insured by the full faith and credit of
the U.S. government, certificates of deposit or eurodollar time deposits or
commercial paper having the highest rating available from Moody's or Standard &
Poor's. Maturities can be between six months and one year from the date of
purchase, except that maturities in excess of six months cannot exceed 40% of
the total investments.

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 and
short-term investments as well as interest paid on a 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, short-term investments, trade
receivables and payables approximates fair value because of the short maturity
of these instruments. The carrying amount of long-term debt and senior notes
exceeds its fair value at September 30, 1999 by $74,750. The fair value has been
determined using the market price of the related securities at September 30,
1999.

                                       18


<PAGE>   21




                           Part II. Other Information

Item 6.    Exhibits and Reports on Form 8-K

           (a) Index of Exhibits

           (b) Exhibit 27 - Financial Data Schedule

           (c) No reports on Form 8-K were filed during the quarter ended
               September 30, 1999




                                       19


<PAGE>   22




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.


                 PARAGON CORPORATE HOLDINGS INC.

                      Edward J. Suchma
                 By: ______________________________
                     EDWARD J. SUCHMA
                     Chief Financial Officer (As duly authorized representative
                     and as Principal Financial and Accounting Officer)

                 A.B.DICK COMPANY

                       Kenneth J. Giacomino
                 By: ______________________________
                     KENNETH J. GIACOMINO
                     Chief Financial Officer (As duly authorized representative
                     and as Principal Financial and Accounting Officer)

                 CURTIS INDUSTRIES, INC.

                       Idelle K. Wolf
                 By: _______________________________
                     IDELLE K. WOLF
                     Chief Operating Officer (As duly authorized representative
                     and as Principal Financial and Accounting Officer)

                 ITEK GRAPHIX CORP.

                      Edward J. Suchma
                 By: _______________________________
                     EDWARD J. SUCHMA
                     President and Chief Executive Officer (As duly authorized
                     Officer)



        November 15, 1999
Date:___________________________________





                                       20


<PAGE>   23


INDEX OF EXHIBITS

Exhibit
Number      Description of Exhibit


3.1      Certificate of Incorporation of Paragon Corporate Holdings Inc., as
         currently in effect.*
3.2      By-Laws of Paragon Corporate Holdings Inc. as currently in effect.*
3.3      Certificate of Incorporation of A.B.Dick Company, as currently in
         effect.*
3.4      By-Laws of A.B.Dick Company, as currently in effect.*
3.5      Certificate of Incorporation of Curtis Industries, Inc., as currently
         in effect.*
3.6      By-Laws of Curtis Industries, Inc. as currently in effect.*
3.7      Certificate of Incorporation of Itek Graphix Corp. , as currently in
         effect.*
3.8      By-Laws of Itek Graphix Corp., as currently in effect.*
3.9      Certificate of Incorporation of Curtis Sub, Inc., as currently in
         effect.*
3.10     By-Laws of Curtis Sub, Inc., as currently in effect.*
4.1      Indenture, dated as of April 1, 1998, among Paragon Corporate Holdings
         Inc., A.B.Dick Company, Curtis 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 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 between Paragon Corporate Holdings
         Inc. and Key Corporate Capital Inc.
10.1     Agreement and Plan of Merger, dated as of November 6, 1997, among
         Paragon Corporate Holdings Inc., Curtis Industries, Inc. and Curtis
         Acquisition Group.*
10.2     Stock Purchase Agreement, dated as of December 19, 1996, between
         Paragon Corporate Holdings Inc. and GEC Incorporated.*
10.3     Management Agreement, dated as of April 1, 1998, between Paragon
         Corporate Holdings Inc. and NESCO, Inc.*
10.4     Tax Payment Agreement, dated as of April 1, 1998, among Paragon
         Corporate Holdings Inc., A.B.Dick Company, Curtis Industries, Inc.,
         Itek Graphix Corp., Curtis Sub, Inc. and NES Group, Inc.*
10.5     Agreement dated November 10, 1995 between A.B.Dick Company and Gerald J
         McConnell.*
10.6     Severance and Non-Competition Agreement dated February 28, 1996 between
         Curtis Industries, Inc. and A. Keith Drewett.*
10.7     Severance and Non-Competition Agreement dated February 28, 1996 between
         Curtis Industries, Inc. and Maurice P. Andrien, Jr. as amended April
         22, 1998.*
10.8     Agreement dated July 2, 1998 among Curtis Industries, Inc., Paragon
         Holdings Inc. and A. Keith Drewett.**
27       Financial Data Schedule

* Incorporated by reference from Form S-4 Registration Number 333-51569 filed
under the Securities Act of 1933, as amended

** 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