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SEC File No. 333-11637
Rule 424(b)(3)
PROSPECTUS
DRANSFIELD CHINA PAPER CORPORATION
(a British Virgin Islands international business company)
461,572 Shares of Common Stock
(For the account of a distributing shareholder, SuperCorp Inc.)
Dransfield China Paper Company ("the Company") is a recently formed,
development-stage shell company without significant assets or any business. It
was formed by SuperCorp Inc., an Oklahoma corporation, for the purpose of (i)
creating a public market for the Company's securities by distributing to
SuperCorp's approximately 2,500 shareholders ("the Spinoff") 461,572 shares of
the Company's Common Stock ("the Spinoff Shares"), (ii) merging with another
British Virgin Islands company, Dransfield Paper Holdings Limited ("Dransfield
Paper") ("the Merger"), which other company is a viable company with
significant assets and an ongoing business, and (iii), following the Merger,
engaging in the business and activities now being conducted by Dransfield Paper
- - buying and selling paper, distributing Proctor & Gamble's "Tempo" brand paper
handkerchiefs in Hong Kong and China, and converting jumbo rolls of paper into
finished hygienic paper products for sale in Hong Kong and China.
In addition to the 461,572 Spinoff Shares registered herein and to be
distributed pro rata to SuperCorp's shareholders, 38,428 unregistered shares of
Common Stock will be issued to two persons for services rendered to the Company
and 500,000 unregistered Callable Common Stock Purchase Warrants ("U.S.
Callable Warrants"
(continued on next page)
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PROSPECTUS SUPPLEMENT NO. 1
The proposed merger described herein, between the Company and Dransfield
Paper Holdings Limited, was approved by a vote of the shareholders of both
companies and became effective on February 26, 1997. On March 5, 1997,
Thomas J. Kenan and William L. Peterson, Jr., Oklahoma City, Oklahoma
attorneys, were added as directors to the list of directors on pages 38 and
39 of Dransfield Paper, which directors are now directors of the Company.
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UNDERWRITING DISCOUNTS PROCEEDS TO OTHER
PRICE TO RECIPIENT AND COMMISSIONS PERSONS(1)
- ---------------- ------------------- ---------------------- ----------------------
<S> <C> <C> <C>
Per Share $ 0.01(2) $ 0 $ 0.001
461,572 Shares $ 462(3) $ 0 $ 462(4)
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(1) The estimated expenses of the transaction described herein are
$185,255, all of which is being borne by Dransfield Paper Holdings
Limited ("Dransfield Paper"), a British Virgin Islands international
business company with whom the Company proposes to merge. These
expenses are federal and state registration fees - $1,380; stock
transfer agent's fee - $4,375; escrow agent's fee - $500; printing and
engraving - $10,000; legal fees - $40,000; auditor's fee - $75,000;
mailing cost - $4,000; and Nasdaq listing fee - $50,000.
The date of this Prospectus is February 13, 1997.
