<PAGE>
As filed with the Securities and Exchange Commission on December 23, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
Amendment No. 1
(Final Amendment)
to
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
---------------
DSG INTERNATIONAL LIMITED
(Name of Issuer and Person Filing Statement)
ORDINARY SHARES, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
[G28471103]
(CUSIP Number of Class of Securities)
Peter Chang
Associated Hygienic Products LLC
4455 River Green Parkway
Duluth, GA 30136
(770) 497-9800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of Person Filing Statement)
Copy to:
Robert E. Sullivan
Pillsbury Madison & Sutro LLP
235 Montgomery Street
San Francisco, CA 94104
(415) 983-1361
NOVEMBER 13, 1996
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
===============================================================================
Transaction Valuation(*): Amount of Additional Filing Fee:
- -------------------------------------------------------------------------------
$14,552,794.50 $446
===============================================================================
(*) Determined pursuant to Rule 0-11(b)(1). Assumes the purchase of 1,003,641
shares at $14.50 per share.
[ ] Check 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: $2,465
Form or Registration No.: Schedule 13E-4
Filing Party: DSG International Limited
Dated Filed: November 13, 1996
- --------------------------------------------------------------------------------
This is Page One of Four Pages
The Exhibit Index is located on Sequentially Number Page 4
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This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E- 4 dated November 13, 1996 filed by DSG International
Limited, a British Virgin Islands company (the "Company"), relating to the offer
by the Company to purchase 850,000 outstanding shares of Ordinary Shares, par
value $.01 per share (the "Shares"), at prices not greater than $12.75 nor less
than $14.50 per share, net to the seller in cash.
ITEM 1. SECURITY AND ISSUER.
Item 1 is hereby amended to add the following paragraphs at the end
thereof:
The Offer expired at 12:00 midnight, New York City time, on Friday,
December 13, 1996. In accordance with the terms of the Offer, the Company
determined that the Purchase Price was $14.50 per Share. According to the
Depositary, a total of 1,049,029 Shares were validly tendered at or below the
Purchase Price and not withdrawn on or prior to the Expiration Date. The Company
will purchase 850,000 Shares validly tendered at the Purchase Price and not
withdrawn on or prior to the Expiration Date plus an additional 153,641 Shares
which is the equivalent of 2% of the outstanding shares (such 2% increase is
permitted pursuant to Rule 13e-4 of the 1934 Securities Exchange Act) for a
total of 1,003,641 of the Shares tendered pursuant to the terms of the Offer.
The Company expects to begin mailing checks representing the Purchase Price
of the Shares purchased pursuant to the Offer early in the week of December 23,
1996 and will be returning unpurchased Shares shortly thereafter.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended to add the following Exhibits:
(a)(9) Form of Press Release dated December 16, 1996.
(a)(10) Form of Press Release dated December 20, 1996.
2
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SIGNATURE
After due 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: December 23, 1996.
DSG INTERNATIONAL LIMITED
By /s/ Peter Chang
------------------------------------
Name: Peter Chang
Title: Vice President
3
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Page
- ----------- ------------------
<S> <C> <C>
(a)(9) Form of Press Release dated December 16, 1996..................................... ____
(a)(10) Form of Press Release dated December 20, 1996..................................... ____
</TABLE>
4
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EXHIBIT (a)(9)
DSG International Limited
NEWS RELEASE
DSG INTERNATIONAL LIMITED ANNOUNCES COMPLETION OF
TENDER OFFER
Duluth, Georgia, December 16, 1996/PRNewswire/ -- DSG International Limited
(DSG) (NASDAQ: DSGIF) announced today that its "Dutch Auction" tender offer for
up to eight hundred and fifty thousand (850,000) shares of its ordinary shares
expired at 12:00 midnight, Eastern Daylight Time, on December 13, 1996. Based on
a preliminary count at the time of expiration, approximately 1,049,029 shares,
including shares subject to guarantees of delivery, had been tendered pursuant
to the offer.
The company intends to purchase at $14.50 per share 850,000 shares plus an
additional 153,640 shares which is the equivalent of 2% of the outstanding
shares for a total of 1,003,640 of the shares tendered pursuant to the terms of
the tender offer. The final number of shares to be purchased will be announced
as soon as the results of the tender offer ave verified. Some proration may be
required. Payment for shares validly tendered will be made as promptly as
practicable.
DSG International Limited and its predecessors have been in the business of
manufacturing and distributing disposable diapers since 1973. With manufacturing
plants in Hong Kong, California, Georgia, Australia, England, Singapore, Canada,
Switzerland, China and Thailand, the Company distributes its products throughout
Asia, Australia, North America, and Europe. The Company also produces private
label disposable diapers, adult incontinence and feminine napkins at certain
operations. Its best selling brands include "Fitti(R)", "Pet Pet(R)"
"Cosies(R)", "Cosifits(R)", "Baby Love(R)", "Togs(R)", "Cares(R)" and
"Vlesi(R)".
12/16/96
/CONTACT: Peter Chang, (770) 497-9800
(DSGTF)
<PAGE>
EXHIBIT (a)(10)
DSG International Limited
NEWS RELEASE
DSG INTERNATIONAL LIMITED ANNOUNCES FINAL RESULTS
OF ITS TENDER OFFER
Duluth, Georgia, December 20, 1996/PRNewswire/ -- DSG International Limited
(DSG) (NASDAQ: DSGIF) announced today that based on a final count by the
depository on the close of business on December 18, 1996, 1,049,029 shares had
been tendered pursuant to its "Dutch Auction" tender offer for up to eight
hundred and fifty thousand (850,000) shares of its ordinary shares. As
previously announced, DSG will purchase 850,000 shares validly tendered plus an
additional 153,540 shares which is the equivalent of 2% of the outstanding
shares for a total of 1,003,640 of the shares tendered pursuant to the tender
offer. The Company will purchase the shares at a purchase price of $14.50 per
share.
The company expects to begin mailing checks representing the purchase price
of the shares purchased pursuant to the offer early in the week of December 23,
1996.
DSG International Limited and its predecessors have been in the business of
manufacturing and distributing disposable diapers since 1973. With manufacturing
plants in Hong Kong, California, Georgia, Australia, England, Singapore, Canada,
Switzerland, China and Thailand, the Company distributes its products throughout
Asia, Australia, North America, and Europe. The Company also produces private
label disposable diapers, adult incontinence and feminine napkins at certain
operations. Its best selling brands include "Fitti(R)", "Pet Pet(R)",
"Cosies(R)", Cosifits(R)", "Baby Love(R)", "Togs(R)", "Cares(R)" and "Vlesi(R)".
12/20/96
/CONTACT: Peter Chang, (770) 497-9800
(DSGIF)
