SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 333-58233
NOTIFICATION OF LATE FILING
(Check One): (X) Form 10-K
For Period Ended: December 31, 2001
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
PART I
REGISTRANT INFORMATION
Full name of registrant DIAMOND BRANDS INCORPORATED
Address of principal executive office (Street and number) 1800 CLOQUET AVENUE
City, State and Zip Code CLOQUET, MINNESOTA 55720
PART II
RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if appropriate.)
{ (a) The reasons described in reasonable detail in
Part III of this form could not be eliminated
{ without unreasonable effort or expense;
{ (b) The subject annual report, semi-annual report,
transition report on Form 10-K, 20-F, 11-K, or
{ Form N-SAR, or portion thereof will be filed on or
before the 15th calendar day following the
( ) { prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion
{ thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
{ (c) The accountant's statement or other exhibit required
by Rule 12b-25(c) has been attached if
{ applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K,
20-F, 10-Q, N-SAR or the transition report portion thereof could not be
filed within the prescribed time period. (Attach extra sheets if needed)
Diamond Brands Operating Corp. (the "Operating Company"), Diamond
Brands Incorporated ("DBI"), the holding company for the Operating Company,
and certain of their direct and indirect subsidiaries (collectively,
"Diamond Brands") filed voluntary petitions seeking protection under
Chapter 11 of the United States Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware on May 22, 2001. The
Operating Company and DBI are in default under their respective indentures
as a result of the Operating Company's default on an April 15, 2001,
payment under its indenture. Upon DBI's exit from the Chapter 11 process,
DBI expects to have undergone such changes (including to its capital
structure) as to require changes in its annual report on Form 10-K in order
for such report to be accurate. In light of these circumstances, DBI has
been unable to prepare financial statements for its annual report on Form
10-K for the period ended December 31, 2001.
While a plan of reorganization has not been finalized, any return
to the holders of the senior discount debentures of DBI and the senior
subordinated notes of DBOC is highly speculative.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
Wiliam L. Olson (218) 879-6700
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been
filed? If the answer is no, identify report(s)
( ) Yes (X ) No
DBI has not filed its annual report on Form 10-K for the period
ended December 31, 2000, its Form 10-Q for the period ended March 31, 2001,
its Form 10-Q for the period ended June 30, 2001 and its Form 10-Q for the
period ended September 30, 2001.
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report
or portion thereof?
(X) Yes ( ) No
The following estimates are based on our financial statements
which have not been finalized. DBI's consolidated net sales for the three
and twelve month periods ended December 31, 2001, were approximately $27.8
million and $102.1 million, respectively, an increase of approximately 4.4%
from the comparable 2000 three month period and an increase of
approximately 2.4% from the comparable 2000 twelve month period. Operating
income for the three and twelve month periods ended December 31, 2001, was
approximately $5.1 million and $13.4 million, respectively, compared to
operating income of $4.5 million and $18.0 million in the comparable 2000
three month and twelve month periods. Restructuring expenses charged to
operating income for the three and twelve month periods ended December 31,
2001, were approximately $1.1 million and $4.8 million, respectively. These
results reflect trends similar to those seen in the DBI's third fiscal
quarter ended September 30, 2001.
DBI's consolidated interest expense for the three and twelve month
periods ended December 31, 2001, was approximately $5.8 million and $24.4
million, respectively, compared to $6.1 million and $24.1 million in the
comparable 2000 three and twelve month periods, with results reported for
the DBI's third fiscal quarter ended September 30, 2001. Current accounting
practices dictate that post petition interest that will not be paid should
not be included in interest expense, of the above interest expense, for the
three and twelve month periods ended December 31, 2001, post-petition
interest of approximately $3.9 million and $9.4 million, respectively are
included.
DIAMOND BRANDS INCORPORATED
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: April 1, 2002 By: /s/ William L. Olson
-------------------------------------
Name: William L. Olson
Title: Vice President of Finance