-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BiyGz0ULj0b+ONjMOZoIOqYdqvC7E6wkQH26XE3n6C4tz9y/PztvtB7kQJ8ObUEU QTVOhuJC9kRkkegPhJtbsQ== 0000898430-96-005856.txt : 19961224 0000898430-96-005856.hdr.sgml : 19961224 ACCESSION NUMBER: 0000898430-96-005856 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961223 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DSG INTERNATIONAL LTD CENTRAL INDEX KEY: 0000883230 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47065 FILM NUMBER: 96684864 BUSINESS ADDRESS: STREET 1: 17/F WATSON CENTRE STREET 2: 16-22 KUNG YIP ST CITY: KWAI CHUNG HONG KONG STATE: K3 BUSINESS PHONE: 8524276951 MAIL ADDRESS: STREET 1: 17/F WATSON CENTRE STREET 2: 16-22 KUNG YIP ST CITY: KWAI CHUNG HONG KONG STATE: K3 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DSG INTERNATIONAL LTD CENTRAL INDEX KEY: 0000883230 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: 17/F WATSON CENTRE STREET 2: 16-22 KUNG YIP ST CITY: KWAI CHUNG HONG KONG STATE: K3 BUSINESS PHONE: 8524276951 MAIL ADDRESS: STREET 1: 17/F WATSON CENTRE STREET 2: 16-22 KUNG YIP ST CITY: KWAI CHUNG HONG KONG STATE: K3 SC 13E4/A 1 AMENDMENT NO. 1 TO SCHEDULE 13E-4 As filed with the Securities and Exchange Commission on December 23, 1996 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- Amendment No. 1 (Final Amendment) to SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934) --------------- DSG INTERNATIONAL LIMITED (Name of Issuer and Person Filing Statement) ORDINARY SHARES, PAR VALUE $.01 PER SHARE (Title of Class of Securities) [G28471103] (CUSIP Number of Class of Securities) Peter Chang Associated Hygienic Products LLC 4455 River Green Parkway Duluth, GA 30136 (770) 497-9800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Person Filing Statement) Copy to: Robert E. Sullivan Pillsbury Madison & Sutro LLP 235 Montgomery Street San Francisco, CA 94104 (415) 983-1361 NOVEMBER 13, 1996 (Date Tender Offer First Published, Sent or Given to Security Holders) CALCULATION OF FILING FEE =============================================================================== Transaction Valuation(*): Amount of Additional Filing Fee: - ------------------------------------------------------------------------------- $14,552,794.50 $446 =============================================================================== (*) Determined pursuant to Rule 0-11(b)(1). Assumes the purchase of 1,003,641 shares at $14.50 per share. [ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $2,465 Form or Registration No.: Schedule 13E-4 Filing Party: DSG International Limited Dated Filed: November 13, 1996 - -------------------------------------------------------------------------------- This is Page One of Four Pages The Exhibit Index is located on Sequentially Number Page 4 This Amendment No. 1 amends and supplements the Issuer Tender Offer Statement on Schedule 13E- 4 dated November 13, 1996 filed by DSG International Limited, a British Virgin Islands company (the "Company"), relating to the offer by the Company to purchase 850,000 outstanding shares of Ordinary Shares, par value $.01 per share (the "Shares"), at prices not greater than $12.75 nor less than $14.50 per share, net to the seller in cash. ITEM 1. SECURITY AND ISSUER. Item 1 is hereby amended to add the following paragraphs at the end thereof: The Offer expired at 12:00 midnight, New York City time, on Friday, December 13, 1996. In accordance with the terms of the Offer, the Company determined that the Purchase Price was $14.50 per Share. According to the Depositary, a total of 1,049,029 Shares were validly tendered at or below the Purchase Price and not withdrawn on or prior to the Expiration Date. The Company will purchase 850,000 Shares validly tendered at the Purchase Price and not withdrawn on or prior to the Expiration Date plus an additional 153,641 Shares which is the equivalent of 2% of the outstanding shares (such 2% increase is permitted pursuant to Rule 13e-4 of the 1934 Securities Exchange Act) for a total of 1,003,641 of the Shares tendered pursuant to the terms of the Offer. The Company expects to begin mailing checks representing the Purchase Price of the Shares purchased pursuant to the Offer early in the week of December 23, 1996 and will be returning unpurchased Shares shortly thereafter. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 is hereby amended to add the following Exhibits: (a)(9) Form of Press Release dated December 16, 1996. (a)(10) Form of Press Release dated December 20, 1996. 2 SIGNATURE After due 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: December 23, 1996. DSG INTERNATIONAL LIMITED By /s/ Peter Chang ------------------------------------ Name: Peter Chang Title: Vice President 3 INDEX TO EXHIBITS
Sequentially Exhibit Numbered Number Page - ----------- ------------------ (a)(9) Form of Press Release dated December 16, 1996..................................... ____ (a)(10) Form of Press Release dated December 20, 1996..................................... ____
4 EX-99.(A)(9) 2 FORM OF PRESS RELEASE DATED 12/16/96 EXHIBIT (a)(9) DSG International Limited NEWS RELEASE DSG INTERNATIONAL LIMITED ANNOUNCES COMPLETION OF TENDER OFFER Duluth, Georgia, December 16, 1996/PRNewswire/ -- DSG International Limited (DSG) (NASDAQ: DSGIF) announced today that its "Dutch Auction" tender offer for up to eight hundred and fifty thousand (850,000) shares of its ordinary shares expired at 12:00 midnight, Eastern Daylight Time, on December 13, 1996. Based on a preliminary count at the time of expiration, approximately 1,049,029 shares, including shares subject to guarantees of delivery, had been tendered pursuant to the offer. The company intends to purchase at $14.50 per share 850,000 shares plus an additional 153,640 shares which is the equivalent of 2% of the outstanding shares for a total of 1,003,640 of the shares tendered pursuant to the terms of the tender offer. The final number of shares to be purchased will be announced as soon as the results of the tender offer ave verified. Some proration may be required. Payment for shares validly tendered will be made as promptly as practicable. DSG International Limited and its predecessors have been in the business of manufacturing and distributing disposable diapers since 1973. With manufacturing plants in Hong Kong, California, Georgia, Australia, England, Singapore, Canada, Switzerland, China and Thailand, the Company distributes its products throughout Asia, Australia, North America, and Europe. The Company also produces private label disposable diapers, adult incontinence and feminine napkins at certain operations. Its best selling brands include "Fitti(R)", "Pet Pet(R)" "Cosies(R)", "Cosifits(R)", "Baby Love(R)", "Togs(R)", "Cares(R)" and "Vlesi(R)". 12/16/96 /CONTACT: Peter Chang, (770) 497-9800 (DSGTF) EX-99.(A)(10) 3 FORM OF PRESS RELEASE DATED 12/20/96 EXHIBIT (a)(10) DSG International Limited NEWS RELEASE DSG INTERNATIONAL LIMITED ANNOUNCES FINAL RESULTS OF ITS TENDER OFFER Duluth, Georgia, December 20, 1996/PRNewswire/ -- DSG International Limited (DSG) (NASDAQ: DSGIF) announced today that based on a final count by the depository on the close of business on December 18, 1996, 1,049,029 shares had been tendered pursuant to its "Dutch Auction" tender offer for up to eight hundred and fifty thousand (850,000) shares of its ordinary shares. As previously announced, DSG will purchase 850,000 shares validly tendered plus an additional 153,540 shares which is the equivalent of 2% of the outstanding shares for a total of 1,003,640 of the shares tendered pursuant to the tender offer. The Company will purchase the shares at a purchase price of $14.50 per share. The company expects to begin mailing checks representing the purchase price of the shares purchased pursuant to the offer early in the week of December 23, 1996. DSG International Limited and its predecessors have been in the business of manufacturing and distributing disposable diapers since 1973. With manufacturing plants in Hong Kong, California, Georgia, Australia, England, Singapore, Canada, Switzerland, China and Thailand, the Company distributes its products throughout Asia, Australia, North America, and Europe. The Company also produces private label disposable diapers, adult incontinence and feminine napkins at certain operations. Its best selling brands include "Fitti(R)", "Pet Pet(R)", "Cosies(R)", Cosifits(R)", "Baby Love(R)", "Togs(R)", "Cares(R)" and "Vlesi(R)". 12/20/96 /CONTACT: Peter Chang, (770) 497-9800 (DSGIF) -----END PRIVACY-ENHANCED MESSAGE-----