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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): FEBRUARY 4, 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 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 February 11, 1997.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
On February 4, 1997, Drypers Corporation (the "Company") entered into
agreements, effective February 1, 1997, to acquire certain assets and rights of
Chansommes do Brasil Ind. e Com. Ltda., to form a joint venture to utilize such
assets, to acquire certain ownership of operations, and to enter into a
manufacturing and technology agreement. Pursuant to these agreements, the
Company issued 1,000,000 shares (the "Shares"), into escrow subject to certain
conditions and subject to adjustment pursuant to the agreement, of the Company's
Common Stock, $.001 par value, to four non-U.S. residents. The Shares were
issued pursuant to Regulation S promulgated under the Securities Act of 1933,
and the certificates representing the Shares were issued with a restrictive
legend that stated that the Shares may not be sold in or into the United States
of America for the period during which such sales are proscribed pursuant to
Regulation S.
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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: FEBRUARY 19, 1997 By: /s/ WALTER V. KLEMP
Walter V. Klemp
Chairman of the Board and
Co-Chief Executive Officer
EXHIBIT 99.1
NEWS RELEASE
FOR: Drypers Corporation
APPROVED: Walter V. Klemp
Chairman & Co-Chief
Executive Officer
(713) 682-6848
FOR IMMEDIATE RELEASE
CONTACT: Lynn Morgen/Howard Zar/
Melissa Garelick
Press: Leslie Feldman
Morgen-Walke Associates
(212) 850-5600
DRYPERS CORPORATION ACQUIRES THIRD LARGEST DIAPER BRAND IN BRAZIL,
CONTINUING ITS LATIN AMERICAN EXPANSION
HOUSTON, TEXAS, February 11, 1997 -- Drypers Corporation (Nasdaq: DYPR) today
announced that it has increased its presence in Latin America by acquiring the
"Puppet"(TM) brand and certain other assets from Chansommes do Brasil.
Puppet(TM) is the third largest selling diaper brand in Brazil, with sales over
the last 12 months of approximately $35 million.
In a series of transactions with an aggregate value in excess of $12
million in cash, equipment and stock, Drypers formed a joint venture with
Brazilian financial investors, of which it holds 51%, to market and distribute
its Puppet(TM) diapers throughout Brazil. Additionally, Drypers obtained an
option to acquire the remaining joint venture interest. Drypers believes that
the transaction, which closed on February 4, 1997, will have a nominally
accretive effect on earnings in the first and second quarters of 1997 and will
be accretive to earnings in the second half of the year (on a fully diluted per
share basis).
Walter V. Klemp, Chairman and Co-Chief Executive Officer, stated,
"Penetration of the Latin American market is one of the keys to our continued
growth strategy as we expect to more than triple our sales in the region over
the next three years. Brazil is one of the most important markets in Latin
America, with a population in excess of 150 million, low diaper penetration and
high diaper market growth. This Brazilian agreement follows on the heels of our
recently completed acquisition of Pannolini, which significantly
-more-
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DYPR -- ACQUIRES THIRD LARGEST DIAPER BRAND IN BRAZIL PAGE 2
increased our production and distribution in Mexico and the Andean Pact
countries. Together, these transactions complete a strategic network between
Brazil, Argentina, Mexico, and the Caribbean, and make us a force throughout all
of Latin America."
In a related development, Wal-Mart International appointed Drypers to be
its private label diaper supplier in Brazil, as well as agreeing to carry the
Puppet(TM) brand in its Brazilian stores. Drypers already manufactures private
label diapers for Wal-Mart in Argentina and supplies Wal-Mart International with
its premium diapers in both Puerto Rico and Argentina.
Additionally, the Company announced that, in response to continued high
demand for its products, it will be adding a third production line at the
facility of its Argentine subsidiary, Seler, S.A. With its newer technology, the
line effectively increases Drypers' manufacturing capacity in that country by 60
percent.
This press release contains forward-looking information that is subject to
certain risks and uncertainties that could cause actual results to differ
materially from those projected. Some of the more significant factors noted in
the Company's Reports on Form 10-K and 10-Q, include changes in raw material
prices for diaper components, price reductions initiated by the Company's major
competitors, and fluctuations in currency values and economic conditions in
international markets.
Drypers Corporation manufactures and markets disposable baby diapers and
related products under the Drypers(R) brand name. 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 price
value branded and private label diapers and related products.
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