-----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, S0l9vnSp84gKhvTUV4giYoOmQ8tcVbwE0U8QN7lyy7xk6vhshWurED0XD1ttrNQt eGp66FrNCSLa9eWl+Mq30w== 0000950137-03-005093.txt : 20031006 0000950137-03-005093.hdr.sgml : 20031006 20031006161847 ACCESSION NUMBER: 0000950137-03-005093 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031003 ITEM INFORMATION: FILED AS OF DATE: 20031006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WRP CORP CENTRAL INDEX KEY: 0000837038 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 731326131 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17458 FILM NUMBER: 03929876 BUSINESS ADDRESS: STREET 1: 500 PARK BLVD STREET 2: STE 1260 CITY: ITASCA STATE: IL ZIP: 60143 BUSINESS PHONE: 6302859191 MAIL ADDRESS: STREET 1: 500 PARK BLVD STREET 2: STE 1260 CITY: ITASCA STATE: IL ZIP: 60143-2639 FORMER COMPANY: FORMER CONFORMED NAME: MBF USA INC DATE OF NAME CHANGE: 19930614 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN DRUG SCREENS INC DATE OF NAME CHANGE: 19920703 8-K 1 c79969e8vk.txt CURRENT REPORT 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 October 3, 2003 - -------------------------------------------------------------------------------- (Date of Earliest Event Reported) WRP Corporation - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in the Charter) Maryland 0-17458 73-1326131 - ------------------------------- ----------------------- -------------------- (State or other jurisdiction (Commission File No.) (IRS Employer or incorporation) Identification No.) 500 Park Boulevard, Suite 1260, Itasca, Illinois 60143 - ------------------------------------------------- ------------- (Address of principal executive offices) (Zip Code) (708) 293-4050 - -------------------------------------------------------------------------------- Registrant's telephone number, including area code N/A - -------------------------------------------------------------------------------- (former name or former address, if changed since last report ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION Attached as Exhibit 99.1 is a press release dated October 3, 2003. (C) EXHIBITS EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 99.1 Press release dated October 3, 2003. SIGNATURE 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. WRP CORPORATION By: /s/ Alan E. Zeffer --------------------------------------- Name: Alan E. Zeffer Title: Chief Financial Officer, Vice President Finance/Operations Dated: October 6, 2003 EX-99.1 3 c79969exv99w1.txt PRESS RELEASE DATED 10/3/03 EXHIBIT 99.1 PRESS RELEASE For more information please contact: WRP CORPORATION Alan E. Zeffer, Chief Financial Officer Ph: 630.285.9191 Fax: 630.285.9469 FOR IMMEDIATE RELEASE WRP CORPORATION ANNOUNCES NONBINDING LETTER OF INTENT FOR STOCK REDEMPTION ITASCA, IL, OCTOBER 3, 2003 - WRP CORPORATION (NASDAQ: WRPC), today announced that it has signed a nonbinding letter of intent to enter into a stock redemption and exchange agreement (the "Agreement") with its majority shareholder, WRP Asia-Pacific Sdn. Bhd. ("WRP Asia"). The Letter of Intent calls for WRPC to redeem 1,252,538 shares of Class A Common Stock and the 2,500,000 shares of Class B Common Stock, which comprise all of WRP Asia's holdings. Collectively, these shares represent approximately 56% of the outstanding Capital Stock of WRPC. The consideration for the redemption would be: (i) the conveyance to WRP Asia of WRPC's 70% ownership interest in its subsidiary PT Buana Multicorpora ("PTB") Indonesia, an Indonesian based manufacturer of gloves; and (ii) excuse of all indebtedness owing to WRPC or its subsidiaries from WRP Asia and from PTB. The transaction is subject to, among other things, execution of a definitive redemption agreement, a five-year supply agreement from WRP Asia and PTB to WRPC (through its subsidiary American Health Products Corporation), calling for purchase of a portion of WRPC's glove requirements, as well as the approval of the Company's and WRP Asia's Board of Directors. The parties are in the process of negotiating definitive agreements at this time, and there can be no assurances as to the final form of these agreements, or that they will be executed, approved or closed. However, WRPC is hopeful that the contemplated transactions will be consummated. According to Alan Zeffer, Chief Financial Officer of WRPC, "In the event that we are able to consummate the transactions contemplated in the Letter of Intent, we believe we will be able to focus our energies on what we do best, namely the distribution of high quality barrier protection and ancillary products. We enjoy strong customer relationships, maintain a significant presence in the glove market and have an experienced management team. It is our plan to take full advantage of our independence by aggressively growing our market share, assuming the successful completion of this transaction." WRP Corporation, headquartered in Itasca, is a top marketer of disposable medical examination, foodservice and retail gloves. The Company's wholly owned subsidiary, American Health Products Corporation, is a leading supplier of branded and private label disposable gloves to the healthcare, foodservice, retail and industrial markets nationwide. The Company is a majority-owned subsidiary of Malaysia-based WRP Asia-Pacific, one of the world's leading integrated manufacturers of latex powder-free disposable gloves. This Press Release contains forward-looking statements, which involve numerous risks and uncertainties, including, but not limited to, the risk that the transaction contemplated in the Letter of Intent, the Company's ability to maintain current sales levels at current margins and ability to maintain in place the Company's current line of credit or replace it with an alternate substitute. The Company's actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those set forth in the Company's filings with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----