SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
DRYPERS CORPORATION
(Name of Issuer)
COMMON STOCK $ .001 PAR VALUE
(Title of Class of Securities)
262497308
(CUSIP Number)
KELLY GAUGER C/O DRYPERS CORPORATION 1415 WEST LOOP NORTH
HOUSTON, TEXAS 77055
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JUNE 6, 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 [ ].
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.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 262497308 13 D Page 2 of 8 Pages
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
1 DAVID M. PITASSI
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
2 (B) [ ]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4 00 (SEE EXHIBIT A)
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
5 [ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 USA
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NUMBER OF SOLE VOTING POWER
SHARES 7 344,791
BENEFICIALLY --------------------------------------------------------
OWNED SHARED VOTING POWER
BY EACH 8 - 0 -
REPORTING --------------------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9 344,791
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SHARED DISPOSITIVE POWER
10 - 0 -
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 344,791
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
12 [ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 4.68%
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TYPE OF REPORTING PERSON
14 IN
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ITEM 1. SECURITY AND ISSUER
The equity securities to which this statement relates are the
common stock, par value $ .001 per share (the "Common Stock"), of Drypers
Corporation, a Delaware corporation (the "Company"). The Company's principal
executive offices are located at 1415 West Loop North, Houston, Texas 77055.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) This statement is being filed by Mr. David M. Pitassi.
Mr. Pitassi 's principal business address is 7109 S.E. Topper Dr. Vancouver, Wa.
98664. Mr. Pitassi is a Consultant to the Company. The Company is a manufacturer
of disposable baby diapers.
(d)-(e) During the last five years, Mr. Pitassi has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he was or is
subject to a judgment, decree or final order enjoining future violations, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Mr. Pitassi is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
SEE EXHIBIT A.
ITEM 4. PURPOSE OF TRANSACTION
SEE EXHIBIT B.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) AMOUNT OF SHARES BENEFICIALLY OWNED BY MR. PITASSI:
Direct ownership of common stock 344,791
Indirect ownership of common stock - 0 -
PERCENTAGE OF SHARES BENEFICIALLY OWNED BY MR. PITASSI: 4.68%
(b) NUMBER OF SHARES AS TO WHICH MR. PITASSI HAS THE:
Sole power to vote or to direct the vote 344,791 Shared power to
vote or to direct the vote - 0 Sole power to dispose of or to
direct the disposition of 344,791 Shared power to dispose or to
direct the disposition of - 0 -
(C) Except as described in Item 4 hereof, Mr. Pitassi has not
effected any transactions
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with respect to the Common Stock during the past 60 days.
(D) N/A
(E) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF ISSUER - None -
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. - None -
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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 correct.
Dated: 02/10/97 /s/ DAVID M. PITASSI
David M. Pitassi
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EXHIBIT A
In August 1991, three of the management stockholders assembled a group of
investors to purchase Veragon Corporation ("Veragon" or "Predecessor Company")
from its previous stockholders. In connection with this purchase, VRG Holding
corporation was formed for purposes of purchasing all the stock of Veragon, and
Veragon became a wholly owned subsidiary of VRG Holding Corporation. Through a
series of transactions in 1992, VRG Holding Corporation and Veragon were merged,
and the company changed its name to Drypers Corporation (the "Company"). As
consideration for shares of stock in the Predecessor Company, Mr. Pitassi
received 100,000 shares of stock of the Company. Effective May 31, 1992 and
November 10, 1992, the Company purchased all of the capital stock of VMG
Holdings Corporation ("VMG") and UltraCare Products, Inc.("UltraCare"),
respectively. The Company funded these acquisitions through the issuance of
various debt and equity instruments. Mr. Pitassi received 56,666 shares of the
Company's stock in connection with the VMG acquisition and exchanged warrants
acquired as a result of the VRG Holding Corporation transaction above for 5,625
shares of the Company's stock in connection with the UltraCare acquisition. On
March 11, 1994, 3,335,000 shares of the Company's common stock were sold in an
initial public offering. The above transactions describe the history supporting
the 162,291 shares of the Company's common stock that Mr. Pitassi owns as of
December 31, 1996. Additionally, in June 1996, Mr. Pitassi purchased 500 shares
of senior convertible cumulative 7.5% preferred stock in a private placement
entered into by the Company. These 500 shares of preferred stock are convertible
into 50,000 shares of the Company's common stock and were purchased with Mr.
Pitassi's personal funds. These 50,000 shares have been considered in arriving
at Mr. Pitassi's percentage of beneficial ownership, as well as 77,916 and
54,584 shares of common stock issuable upon exercise of warrants and options,
respectively. These warrants and options were awarded to Mr. Pitassi throughout
1991 to 1994 as part of his total compensation package for services rendered to
the Company in a management capacity. Total shares of common stock beneficially
owned by Mr. Pitassi as of December 31, 1996, are 344,791, or 4.68%. As of this
filing, Mr. Pitassi has ceased to be a 5% holder.
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EXHIBIT B
The Common Stock has been acquired by Mr. Pitassi for investment purposes. Mr.
Pitassi has no current plans or knows of any proposals with respect to (a) the
acquisition or disposition of any securities of the Company, (b) any
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries, (c) any sale or
transfer of a material amount of assets of the Company or 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) any
changes in the Company's charter bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the company 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) any 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, or (j) any action similar to any of those enumerated
above.
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