SC TO-T/A

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
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                                  SCHEDULE TO/A
                                 (Rule 14d-100)
                  TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
           OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

                                 AMENDMENT NO. 2

                             PRIMESOURCE CORPORATION
                            (Name of Subject Company)

                              FPF ACQUISITION CORP.
                         ENOVATION GRAPHIC SYSTEMS, INC.
                          FUJI PHOTO FILM U.S.A., INC.
                             FUJIFILM AMERICA, INC.
                            FUJI PHOTO FILM CO., LTD.
                      (Names of Filing Persons (Offerors))
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                     COMMON STOCK, PAR VALUE $0.01 PER SHARE
                         (Title of Class of Securities)
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                                    741593107
                      (CUSIP Number of Class of Securities)
                             Jonathan E. File, Esq.
                       Vice President and General Counsel
                          Fuji Photo Film U.S.A., Inc.
                                 555 Taxter Road
                            Elmsford, New York 10523
                            Telephone: (914) 789-8100
                  (Name,address and telephone number of person
                        authorized to receive notices and
                       communications on behalf of filing
                                    persons)
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                                    Copy to:
                            David L. Finkelman, Esq.
                          Stroock & Stroock & Lavan LLP
                                 180 Maiden Lane
                            New York, New York 10038
                             Telephone: 212-806-5400
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                            CALCULATION OF FILING FEE
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         Transaction Valuation*                        Amount of Filing Fee**
         $ 65,351,917                                  $ 13,070
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*     Estimated for purposes of calculating the filing fee only. Calculated
      by (i) multiplying $10.00, the per share tender offer price, by
      6,357,806, the sum of the number of shares of Common Stock sought in
      the Offer, plus (ii) payments to holders of options with an exercise
      price less than $10.00 in an amount per option equal to the difference
      between (a) $10.00 and (b) the applicable exercise price, based on
      486,621 outstanding options with an average weighted exercise price of
      $6.35 per share.

**    Calculated as 1/50 of 1% of the transaction value.

[X]   Check the box if any part of the fee is offset as provided by Rule
      0-11(a)(2) and identify the filing with which the offsetting fee was
      previously paid. Identify the previous filing by registration statement
      number, or the Form or Schedule and the date of its filing.

      Amount Previously Paid: $13,070        Filing party: FPF Acquisition Corp.
      Form or Registration No.: Schedule TO  Date Filed: September 11, 2001

[ ]   Check the box if the filing relates solely to preliminary communications
      made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[X]   third-party tender offer subject to Rule 14d-1.
[ ]   issuer tender offer subject to Rule 13e-4.
[ ]   going-private transaction subject to Rule 13e-3.
[ ]   amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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                         Amendment No. 2 to Schedule TO

         This Amendment No. 2 to the Tender Offer Statement on Schedule TO
amends and supplements the Tender Offer Statement on Schedule TO originally
filed with the Securities and Exchange Commission on September 11, 2001, as
amended by Amendment No. 1 (as amended, the "Schedule TO"), and relates to an
offer by FPF Acquisition Corp., a Pennsylvania corporation ("Purchaser") and a
wholly-owned subsidiary of Enovation Graphic Systems, Inc., a Delaware
corporation ("Enovation"), which is a wholly-owned subsidiary of Fuji Photo Film
U.S.A., Inc., a New York corporation ("Fuji"), which is a wholly-owned
subsidiary of FUJIFILM America, Inc., a Delaware corporation, which is a
wholly-owned subsidiary of Fuji Photo Film Co., Ltd., a Japanese corporation, to
purchase all outstanding shares of common stock, par value $0.01 per share (the
"Shares"), of PrimeSource Corporation, a Pennsylvania corporation (the
"Company"), and the associated rights to purchase Shares (the "Rights") issued
pursuant to the Rights Agreement between the Company and American Stock Transfer
& Trust Company, as Rights Agent, dated as of February 1, 2001, at $10.00 per
Share and associated Right, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase (the "Offer to
Purchase"), and in the related Letter of Transmittal (the "Letter of
Transmittal," and together with the Offer to Purchase and any amendments or
supplements thereto, the "Offer"), copies of which are attached to the Schedule
TO as Exhibits (a)(l) and (a)(2), respectively.

         The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of this Statement, except as otherwise set forth
below. Capitalized terms used and not defined herein shall have the meanings
ascribed to such terms in the Offer to Purchase.

Item 4.  Terms of the Transaction

         The first paragraph in the section of the Offer to Purchase entitled
"The Offer--Acceptance for Payment and Payment for Shares" is amended to read in
its entirety as follows:

                  "Upon the terms and subject to the conditions of the Offer
         (including, if the Offer is extended or amended, the terms and
         conditions of any such extension or amendment) and the satisfaction or
         earlier waiver of all the conditions to the Offer set forth in "The
         Offer--Conditions to the Offer," Purchaser will accept for payment and
         will pay for all Shares validly tendered prior to the Expiration Date
         and not properly withdrawn pursuant to the Offer promptly following the
         Expiration Date. Subject to the Merger Agreement and compliance with
         Rule 14e-1(c) under the Exchange Act, Purchaser expressly reserves the
         right to delay payment for Shares in order to comply in whole or in
         part with any applicable law. See "The Offer--Certain Legal Matters;
         Regulatory Approvals."

         The lead-in to subsection (c) in the section of the Offer to Purchase
entitled "The Offer--Conditions to the Offer" is amended to read in its entirety
as follows:


                  "(c) at any time on or after the date of the Merger Agreement
         and before the scheduled expiration date of the Offer (as extended
         pursuant to the terms of the Offer), any of the following conditions
         shall have occurred and be continuing:"



         The last paragraph in the section of the Offer to Purchase entitled
"The Offer--Conditions to the Offer" is amended to read in its entirety as
follows:

                  "The foregoing conditions are for the sole benefit of Fuji,
         Enovation and Purchaser and may be asserted by Purchaser regardless of
         the circumstances giving rise to such condition or may be waived by
         Purchaser in whole or in part at any time and from time to time in its
         sole discretion prior to the expiration of the Offer. The failure by
         Purchaser or any affiliate of Purchaser at any time to exercise any of
         the foregoing rights shall not be deemed a waiver of any such right,
         the waiver of any such right with respect to particular facts and
         circumstances shall not be deemed a waiver with respect to any other
         facts and circumstances and each such right shall be deemed an ongoing
         right that may be asserted at any time and from time to time prior to
         the expiration of the Offer."

Item 11.  Additional Information.

         Item 11 of the Schedule TO, which incorporates by reference the
information contained in the Offer to Purchase, is hereby amended and
supplemented by adding thereto the following:

         "At 11:59 p.m. on September 24, 2001, the waiting period under the HSR
Act applicable to the Offer to Purchase expired. On October 2, 2001, Fuji issued
a press release announcing the expiration of the HSR Act waiting period."

Item 12.  Exhibits

         Item 12 of the Schedule TO is hereby supplemented and, as so
supplemented, amended to read in its entirety as follows:

"Item 12.  Exhibits

(a)(1)*  Offer to Purchase dated September 11, 2001 (in the form first mailed to
         shareholders of the Company).
(a)(2)*  Letter of Transmittal.
(a)(3)*  Notice of Guaranteed Delivery.
(a)(4)*  Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
         Nominees
(a)(5)*  Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust
         Companies and Other Nominees.
(a)(6)*  Guidelines for Certification of Taxpayer Identification Number on
         Substitute Form W-9.
(a)(7)*  Summary Advertisement published September 11, 2001.
(a)(8)*  Press release issued by Fuji on September 11, 2001.
(a)(9)   Press release issued by Fuji on October 2, 2001
(d)(1)*  Agreement and Plan of Merger dated as of September 4, 2001 among Fuji,
         Enovation, Purchaser and the Company.
(d)(2)*  Confidentiality Agreement dated December 11, 2000 by and among Fuji,
         Heartland Imaging Companies, Inc. and the Company.
(d)(3)*  Employment Agreement, dated as of September 4, 2001, between Enovation
         and James F. Mullan

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*Previously filed."









                                    SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment is true, complete and correct.

Dated: October 2, 2001

                              FPF ACQUISITION CORP.

                              By: /s/ Yasuo Tanaka
                                  ----------------------------------------
                              Name: Yasuo Tanaka
                              Title: President

                              ENOVATION GRAPHIC SYSTEMS INC.

                              By: /s/ Yasuo Tanaka
                                  ----------------------------------------
                              Name: Yasuo Tanaka
                              Title: President

                              FUJI PHOTO FILM U.S.A., INC.

                              By: /s/ Yasuo Tanaka
                                  ----------------------------------------
                              Name: Yasuo Tanaka
                              Title: President

                              FUJIFILM AMERICA, INC.

                              By: /s/ Yasuo Tanaka
                                  ----------------------------------------
                              Name: Yasuo Tanaka
                              Title: President

                              FUJI PHOTO FILM CO., LTD.

                              By: /s/ Yasuo Tanaka
                                  ----------------------------------------
                              Name: Yasuo Tanaka
                              Title: Director and Executive Vice President






                                  EXHIBIT INDEX

Exhibit No.
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(a)(1)*  Offer to Purchase dated September 11, 2001 (in the form first mailed to
         shareholders of the Company).
(a)(2)*  Letter of Transmittal.
(a)(3)*  Notice of Guaranteed Delivery.
(a)(4)*  Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
         Nominees
(a)(5)*  Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust
         Companies and Other Nominees.
(a)(6)*  Guidelines for Certification of Taxpayer Identification Number on
         Substitute Form W-9.
(a)(7)*  Summary Advertisement published September 11, 2001.
(a)(8)*  Press release issued by Fuji on September 11, 2001.
(a)(9)   Press release issued by Fuji on October 2, 2001
(d)(1)*  Agreement and Plan of Merger dated as of September 4, 2001 among Fuji,
         Enovation, Purchaser and the Company.
(d)(2)*  Confidentiality Agreement dated December 11, 2000 by and among Fuji,
         Heartland Imaging Companies, Inc. and the Company.
(d)(3)*  Employment Agreement, dated as of September 4, 2001, between Enovation
         and James F. Mullan

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*Previously filed.

EX-99.(A)

                                                              EXHIBIT 99(a)(9)
FOR IMMEDIATE RELEASE


         HART-SCOTT-RODINO WAITING PERIOD EXPIRES FOR FUJI PHOTO FILM'S
                    TENDER OFFER FOR PRIMESOURCE CORPORATION


         Elmsford, NY - October 2, 2001 - Fuji Photo Film U.S.A., Inc. announced
today that the waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, applicable to the pending tender offer by its
subsidiary, FPF Acquisition Corp., for all outstanding shares of common stock
(and associated rights) of PrimeSource Corporation (PSRC/Nasdaq National Market)
expired at 11:59 p.m., New York City time, on September 24, 2001.

         The tender offer and withdrawal rights will expire at 12:00 midnight,
New York City time, on Tuesday, October 9, 2001, unless the offer is extended.

         The tender offer is being made pursuant to the terms of a previously
announced merger agreement between FujiFilm and PrimeSource. In the merger to
occur following the consummation of the tender offer, each share of PrimeSource
common stock which is outstanding and not purchased pursuant to the tender offer
will be converted into the right to receive $10.00 in cash.

         The tender offer is conditioned upon, among other things, the tender of
PrimeSource shares which, together with the shares already owned by FujiFilm,
represent at least 80% of the shares outstanding on the expiration date of the
offer, and the other conditions listed in the Offer to Purchase.

         Questions or requests for assistance may be directed to Bear, Stearns &
Co., Inc., which is acting as Dealer Manager for the tender offer, or to D.F.
King & Co., Inc., which is acting as Information Agent for the tender offer.
Copies of the offering materials may be obtained from the Information Agent.

         Fuji Photo Film U.S.A., Inc. is the U.S. marketing subsidiary of Fuji
Photo Film Co., Ltd. of Tokyo (FUJIY), a leading global manufacturer of imaging
and information products providing a complete portfolio of imaging and
information products, services and e-solutions to retailers, consumers,
professionals and business customers.

         PrimeSource shareholders should carefully review the tender offer
statement and other tender offer documents which previously were filed with the
Securities and Exchange Commission and mailed to PrimeSource shareholders prior
to making any decisions with respect to the tender offer described above as
those documents contain important information. PrimeSource shareholders are also
able to obtain tender offer documents at the SEC's website at www.sec.gov.

Contacts:        Fuji Photo Film, U.S.A., Inc.
                 Tim Combs
                 Tel. (630) 259-7256

                 Thomas H. Shay
                 Tel. (914) 789-8145