SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
March 20, 1997
AMERICAN WHITE CROSS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-20240 06-1342417
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
349 Lake Road
Dayville, Connecticut 06241
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 860-774-8541
Total number of sequentially numbered pages in this filing,
including exhibits hereto: 5.
Exhibit Index is on page 4.
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Item 5. Other Events.
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The registrant entered into an agreement for the sale
of its cotton products business to Megas Beauty Care, Inc., a
division of American Safety Razor, Inc. The cotton products
business consists of the manufacture and distribution of phar-
maceutical coil, cotton swabs, cosmetic puffs, rounds and
squares, cotton balls and cotton rolls. The primary terms of
the transaction include purchase consideration of $10,000,000,
of which $8,500,000 will be paid at the closing and the remain-
ing $1,500,000 will be deposited in escrow.
A copy of a press release issued by AWC on March 21,
1997 is attached hereto as Exhibit 99 and is incorporated
herein by reference.
Item 7. Financial Statements and Exhibits.
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Exhibits.
Exhibit No. Description
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99 Press release dated
March 21, 1997
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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 hereunto
duly authorized.
AMERICAN WHITE CROSS, INC.
Dated: March 24, 1997 By: /s/Scott Vertrees
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Scott Vertrees
Vice Chairman, Chief
Financial Officer and
Executive Vice President
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EXHIBIT INDEX
Number Description Page
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99 Press release dated March 21, 1997 5
Exhibit 99
AMERICAN WHITE CROSS, INC.
ANNOUNCES STRATEGIC DIVESTITURE
DAYVILLE, CT., March 21, 1997 -- American White
Cross, Inc. - DIP (AWCI) (Nasdaq: AWCIQ) today announced that
it has signed a definitive agreement for the sale of its cotton
products business to, and the assumption of certain liabilities
by, Megas Beauty Care, a division of American Safety Razor,
Inc. (Megas). The cotton products business consists of the
manufacture and distribution of pharmaceutical coil, cotton
swabs, cosmetic puffs, rounds and squares, cotton balls and
cotton rolls.
The primary terms of the transaction include purchase
consideration of $10,000,000, subject to adjustment for equip-
ment and inventory values. Of this amount, $8,500,000 will be
paid at the closing and the remaining $1,500,000 will be depos-
ited in escrow. AWCI will also enter into a supply agreement
for up to nine months under which it will manufacture cotton
products for Megas, utilizing equipment sold to Megas, in order
to allow a smooth transition for customers of both companies.
The closing of the transaction is subject, among other things,
to Bankruptcy Court approval and certain other customary condi-
tions, and is expected to be completed in approximately four to
six weeks.
The net proceeds received by AWCI will be paid to
secured creditors holding liens on the assets sold to Megas in
satisfaction of a portion of the Company's outstanding obliga-
tions. The proposed sale to Megas is expected to facilitate
the Company's efforts to successfully reorganize in its pending
Chapter 11 case.
The divestiture of the cotton products business is
intended to allow AWCI to focus on its core first aid business,
which includes adhesive bandages, medical tapes, sterile ban-
dages, operating room sponges, esmark bandages and other first
aid related products. The Company also sells adhesive bandages
under its own national brands, including Looney Tunes(TM) (mar-
keted under license from the Warner Bros. Division of Time
Warner Entertainment Company L.P.) and STAT-STRIP(R) (easy open-
ing bandages).
