DRYPERS CORP
8-K, 1997-05-23
CONVERTED PAPER & PAPERBOARD PRODS (NO CONTANERS/BOXES)
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                                 UNITED STATES
                      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): May 22, 1997


                              DRYPERS CORPORATION
            (Exact name of registrant as specified in its charter)


        DELAWARE                   0-23422                 76-0344044
(State of Incorporation)     (Commission File No.)       (IRS Employer
                                                      Identification No.)


         1415 WEST LOOP SOUTH
            HOUSTON, TEXAS                                 77055
(Address of principal executive offices)                 (Zip Code)


REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 682-6848

================================================================================

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ITEM 5. OTHER EVENTS

        On May 22, 1997, Drypers Corporation (the "Company") announced its
intention to make a private offering of $100,000,000 in aggregate principal
amount of Senior Notes due 2007. Pursuant to Rule 135c(d) promulgated under the
Securities Act of 1933, as amended, the press release issued in connection with
the announcement is filed with this Current Report on Form 8-K as Exhibit 99.1
and is hereby incorporated by reference.

ITEM 7. FINANCIAL STATEMENT AND EXHIBITS

        The following document is filed as an exhibit to this report in
accordance with Item 601 of Regulation S-K.

        99.1 Press Release dated May 22, 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.

                                       DRYPERS CORPORATION

Dated:  May 23, 1997                   By: /s/ WALTER V. KLEMP
        ------------                       -----------------------
                                           Walter V. Klemp
                                           Chairman of the Board and
                                           Co-Chief Executive Officer
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                                 EXHIBIT INDEX

EXHIBIT NUMBER                 DOCUMENT                       PAGE NUMBER
- --------------                 --------                       -----------
   99.1             Press Release dated May 22, 1997               5


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                                                                    EXHIBIT 99.1

                                 NEWS RELEASE

                                        FOR:          Drypers Corporation
         
                                        APPROVED BY:  Walter V. Klemp 
                                                      Chairman & Co-Chief
                                                      Executive Officer
                                                      (713) 682-6848

FOR IMMEDIATE RELEASE
- ---------------------

                                        CONTACT:      Howard Zar/Shannon Moody
                                                      Press: Michael McMullan
                                                      Morgen-Walke Associates
                                                      (212) 850-5600       



                         DRYPERS CORPORATION ANNOUNCES
                        INTENTION TO MAKE $100,000,000
                             PRIVATE DEBT OFFERING

        HOUSTON, TEXAS, May 22, 1997 -- Drypers Corporation (Nasdaq: DYPR) today
announced that it intends to make a private offering of $100,000,000 in 
aggregate principal amount of Senior Notes due 2007. The sale of the Notes is 
expected to be completed during the latter part of June, 1997. The net proceeds 
from the private offering will be used, among other things, to repurchase the 
Company's 12.5% Series B Senior Notes due November 1, 2002 pursuant to a tender 
offer and consent solicitation and to repay certain indebtedness and other 
obligations and for general corporate purposes.

        Drypers Corporation manufactures and markets disposable baby diapers and
related products under the Drypers(R) and other brand names. The Company's 
products are sold through grocery stores and mass merchants throughout the 
United States, Latin America and other international markets. The Company also 
produces other branded and private label diapers and related products.

                           -------------------------

        This press release shall not constitute an offer to sell or the 
solicitation of an offer to buy, nor shall there be any sale of, the Notes 
referenced above in any jurisdiction in which such offer, solicitation or sale 
would be unlawful prior to registration or qualification under the securities 
laws of any such jurisdiction. The Notes will not be registered under the 
Securities Act of 1933 and, unless so registered, any not be offered or sold 
except pursuant to an exemption from or in a transaction not subject to the 
registration requirements of the Securities Act and any applicable state 
securities laws.




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