SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Drypers Corporation
-------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
-------------------------------
(Title of Class of Securities)
262497308
------------------
(CUSIP Number)
Robert T. Arnold
Meridian Fund, Ltd.
601 Jefferson, Suite 4000
Houston, Texas 77002
(713) 651-2310
------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 26, 1996
------------------------
(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 which 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 [ ].
Check the following box if a fee is being paid with the statement [X].
SCHEDULE 13D
CUSIP No. 848925103
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Meridian Fund, Ltd.
76-0434398
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
COMMON STOCK 1,050,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY COMMON STOCK 0
EACH
<PAGE>
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH COMMON STOCK 1,050,000
10 SHARED DISPOSITIVE POWER
COMMON STOCK 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
COMMON STOCK 1,050,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
COMMON STOCK 13.7%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
Item 1. Security and Issuer.
The security to which this statement relates is the Common Stock, par
value $.001 per share (the "Common Stock"), of Drypers Corporation, a Delaware
corporation (the "Company"). The principal offices of the Company are located
at 1415 West Loop North, Houston, Texas 77055.
Item 2. Identity and Background.
This Schedule 13D is filed by Meridian Fund, Ltd. ("Meridian"). Meridian
is a Texas limited partnership, whose principal executive offices are located
at 601 Jefferson, Suite 4000, Houston, Texas 77002. Meridian is an investment
fund whose objective is to achieve capital growth primarily through long-term
investments in the equity or equity-related securities of a relatively small
number of companies.
Pursuant to General Instruction "C" for Schedule 13D, set forth below is
certain information concerning (i) each executive officer and director (or
similar person) of Meridian, (ii) each person controlling Meridian and (iii)
each executive officer and director (or similar person) of such controlling
person.
The general partner of Meridian is Meridian Advisors, Ltd., a Texas limited
partnership whose principal executive offices are located at 601 Jefferson,
Suite 4000, Houston, Texas 77002. The general partner of Meridian Advisors,
Ltd. is Meridian Group, Inc., whose principal executive offices are located at
601 Jefferson, Suite 4000, Houston, Texas 77002. Meridian Group, Inc. is
currently owned and controlled by Charles Miller and Robert T. Arnold. No
other person controls Meridian.
Charles Miller has his principal business address at 601 Jefferson, Suite
4000, Houston, Texas 77002. His principal occupation is as Chairman of
Meridian Advisors, Ltd., which has its principal business address at 601
Jefferson, Suite 4000, Houston, Texas 77002. He is a citizen of the United
States.
Robert T. Arnold has his principal business address at 601 Jefferson,
Suite 4000, Houston, Texas 77002. His principal occupation is as President
and Chief Executive Officer of Meridian Advisors, Ltd., which has its
principal business address at 601 Jefferson, Suite 4000, Houston, Texas 77002.
He is a citizen of the United States.
The executive officers of Meridian Group, Inc. are: Charles Miller
(Chairman of the Board) and Robert T. Arnold (President, Chief Executive
Officer, Secretary and Treasurer). The directors of Meridian Group, Inc. are:
Charles Miller and Robert T. Arnold. Information concerning Mr. Miller and
Mr. Arnold is furnished above.
During the last five years, none of Meridian, Meridian Advisors, Ltd.,
Meridian Group, Inc., Mr. Miller or Mr. Arnold has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). During the
last five years, none of Meridian, Meridian Advisors, Ltd., Meridian Group,
Inc., Mr. Miller or Mr. Arnold has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate amount of funds required by Meridian to purchase 10,500
shares of the Senior Convertible Cumulative 7.5% Preferred Stock ("Preferred
Stock") from the Company was $1,050,000. All funds used to purchase such
securities were obtained from the working capital of Meridian and no part of
the purchase price for the securities consisted of borrowed funds.
Item 4. Purpose of Transaction.
The purpose of the purchase of the Preferred Stock by Meridian is for
general investment purposes. The 10,500 shares of Preferred Stock are
convertible at Meridian's option at any time into 1,050,000 shares of Common
Stock.
Meridian intends to review continuously its equity position in the
Company. Depending upon future evaluations of the business prospects of the
Company and upon other developments, including, but not limited to, general
economic and business conditions and money market and stock market conditions,
Meridian may determine to increase or decrease its equity interest in
the Company by acquiring additional shares of Preferred Stock or Common Stock
or by disposing of all or a portion of its holdings of Preferred Stock or
Common Stock, subject to any applicable legal and contractual restrictions on
its ability to do so.
Meridian purchased the 10,500 shares of Preferred Stock from the Company
in a private placement transaction on March 26, 1996.
Except as set forth herein, Meridian does not have any plans or
proposals which would relate to or result in:
(a) The acquisition of additional securities of the Company, or the
disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or
of any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
issuer by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934 (the "Exchange Act"); or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) - (b) At the date hereof, Meridian has the sole power to vote and
dispose of 1,050,000 shares of the Common Stock. The Common Stock held by
Meridian represents approximately 13.7% of the 7,674,450 shares of Common
Stock (6,624,450 shares currently outstanding plus 1,050,000 additional shares
that would be outstanding upon the conversion of Meridian's Preferred Stock)
that would be deemed to be outstanding as of May 6, 1996, based on
information received from the Company.
Except as described herein, Meridian does not have the sole or shared
voting power to vote or the sole or shared power to dispose of any shares of
Common Stock.
To the knowledge of the Meridian, none of the individuals named in Item 2
has the sole or shared power to vote or the sole or shared power to dispose
of any shares of Common Stock.
(c) Except as stated herein, no transactions in shares of Common Stock
were effected during the past 60 days by Meridian or, to the best of its
knowledge, any of the individuals identified in Item 2.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
None.
SIGNATURE
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 accurate.
Dated: May 22, 1996
Meridian Fund, Ltd.
By Meridian Advisors, Ltd., its General
Partner
By Meridian Group, Inc., its General
Partner
By: /s/Robert T. Arnold
Name: Robert T. Arnold
Title: President and Chief Executive
Officer
