<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------
SCHEDULE 13D
(Amendment No. 1)
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
WRP CORPORATION
(formerly known as Mbf USA, Inc.)
----------------------------------------------------
(Name of Issuer)
Common Stock. $.01 Value
----------------------------------------------------
(Title of Class of Securities)
025480 104
----------------------------------------------------
(CUSIP Number)
Lew Kwong Ann
500 Park Bouleard Suite 1260
Itasca, Illinois 60143
(630) 285-9191
----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Stephen M. Wiseman
King & Spalding
1185 Avenue of the Americas
New York, New York 10036
June 7, 1999
----------------------------------------------------
(Date of Event Which Requires Filing
of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3), or (4), check the following box |_|.
Note: Six copies of this Statement, including all exhibits, should be filed with
the Commission.
See Rule 13d-1(a) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
<PAGE> 2
CUSIP No. 025480 104 SCHEDULE 13D Page 2 of 5 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
WRP Asia Pacific Sdn Bhd (formerly known as Wembley Rubber Products
(M) Sdn Bhd)
S.S or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Malaysia
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 3,752,538(1)
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON --------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
3,752,538
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,752,538
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.2%(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
- ----------
(1) Represents 1,252,538 shares of Class A Common Stock of the Issuer
which are convertible into Common Stock on a one-for-one basis and
2,500,000 shares of Common Stock owned directly.
(2) This percentage is based upon the conversion of all 1,252,538 shares
of Class A Common Stock into Common Stock and the issuance of an
additional 2,500,000 shares of Common Stock by the Issuer in a
transaction exempt from registration under the Securities Act of
1933, as amended (the "Securities Act"), pursuant to Regulation S
thereunder.
2
<PAGE> 3
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
This Amendment No. 1 to the Schedule 13D filed by WRP Asia Pacific Sdn Bhd
(formerly known as Wembley Rubber Products (M) Sdn Bhd) on April 10, 1998 hereby
amends and replaces Items 1, 2 and 4 as follows:
Item 1. Security and Issuer
The title of the class of equity securities to which this statement
relates is shares of Common Stock, $.01 per share par value, of WRP Corporation,
formerly known as Mbf USA, Inc. (the "Issuer").
The name and address of the principal executive offices of the Issuer are:
WRP Corporation
500 Park Blvd., Suite 1260
Itasca, Illinois 60143
Item 2. Identity and Background
(a) Name: WRP Asia Pacific Sdn Bhd
(b) Business Address: Wisma Denmark
28th Floor
86, Jalan Ampang
50450 Kuala Lumpur
Malaysia
(c) WRP Asia Pacific Sdn Bhd ("WRP"), designs, develops, manufacturers and
sells various types of gloves for use in the medical field and other
contamination control industries.
(d) During the last five years, WRP was not convicted in a criminal
proceeding.
(e) During the last five years, WRP was not a party to a civil proceeding
of any judicial or administrative body which resulted in a judgment or order
relating to a violation of any federal or state securities laws.
(f) WRP is a Malaysian corporation.
3
<PAGE> 4
Item 4. Purpose of Transaction.
On June 7, 1999, WRP made a proposal to the Board of Directors of the
Issuer to combine WRP and the Issuer. The proposed offer contemplates that the
existing public shareholders of the Issuer would own approximately 10% of the
new combined company, the shares of which would remain publicly traded. WRP's
proposal is subject to, among other things, the approval of the holders of a
majority of the Issuer's outstanding shares of Common Stock who are not
affiliated with WRP. WRP has requested that the Issuer's Board of Directors
establish a special committee of directors who are not affiliated with WRP to
evaluate WRP's proposal.
Except as set forth above, WRP has no present plans or intentions which
would result in or relate to any of the transactions described in subparagraphs
(a) thru (j) of Item 4 of Schedule 13D; provided, however, as the holder of all
of the Issuer's Class A Common Stock, WRP has the ability to appoint a majority
of the Issuer's Board of Directors and may effect changes in the Issuer's Board
of Directors as it sees fit.
4
<PAGE> 5
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 8, 1999
WRP ASIA PACIFIC SDN BHD
By: /s/ Lew Kwong Ann
-------------------------------
Name: Lew Kwong Ann
Title: Director
5
