-----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, V6PnY53Z4O/9zEa3rw7G2ClzHstzefeFt9CROA0yIcMa2U837vyivRZqwv3IsdBg QdhOYAtk3NvxdLfVUFgg9g== 0001047469-98-014182.txt : 19980409 0001047469-98-014182.hdr.sgml : 19980409 ACCESSION NUMBER: 0001047469-98-014182 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980408 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980408 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUNTSMAN PACKAGING CORP CENTRAL INDEX KEY: 0001049442 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, FOIL & COATED PAPER BAGS [2673] IRS NUMBER: 042162223 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-40067 FILM NUMBER: 98589830 BUSINESS ADDRESS: STREET 1: 500 HUNTSMAN WAY CITY: SALT LAKE CITY STATE: UT ZIP: 84108 BUSINESS PHONE: 8015325200 8-K 1 8-K 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): April 8, 1998 HUNTSMAN PACKAGING CORPORATION (Exact name of registrant as specified in its charter) Utah 333-40067 87-0496065 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification Number) 500 Huntsman Way Salt Lake City, Utah 84108 (Address of principal executive offices) (Zip Code) (801) 532-5200 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report.) ITEM 5. OTHER EVENTS The registrant is filing a press release relating to the proposed acquisition by registrant and its wholly-owned subsidiary VA Acquisition Corp. of Blessings Corporation. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements: None (b) Pro Forma Financial Information: None (c) Exhibits: EXHIBIT NO. DOCUMENT 99 Press release 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. HUNTSMAN PACKAGING CORPORATION By: /s/ Ronald G. Moffitt -------------------------- Ronald G. Moffitt Senior Vice President April 8, 1998 EXHIBIT INDEX EXHIBIT NO. DOCUMENT PAGE 99 Press Release 1 EX-99 2 EXHIBIT 99 FOR IMMEDIATE RELEASE CONTACTS: April 8, 1998 HUNTSMAN PACKAGING CORPORATION Scott K. Sorensen Executive Vice President and Chief Financial Officer 801-532-5200 BLESSINGS CORPORATION James P. Luke Executive Vice President, Secretary and Chief Financial Officer 757-820-1307 HUNTSMAN PACKAGING CORPORATION AND BLESSINGS CORPORATION ENTER INTO DEFINITIVE MERGER AGREEMENT SALT LAKE CITY, UT AND NEWPORT NEWS, VA -- Huntsman Packaging Corporation and Blessings Corporation (AMX:BCO) announced today that they have entered into a definitive merger agreement. The agreement calls for Huntsman to acquire all issued and outstanding shares of Blessings. Huntsman and Blessings expect to complete the transaction in the middle of May. Under the merger agreement, VA Acquisition Corp., a wholly-owned subsidiary of Huntsman, will promptly commence a cash tender offer for all of the outstanding shares of Blessings common stock for $21.00 per share. Any shares not purchased in the tender offer will be acquired for the same price in cash in a second-step merger. Blessings has approximately 10.3 million fully diluted shares outstanding. Blessing's largest shareholder, Williamson-Dickie Manufacturing Company, along with certain directors, which hold in the aggregate approximately 58.5 percent of the total outstanding shares of Blessings, have agreed to tender their shares. Additionally, the Boards of Directors of both companies have given approval to the acquisition and the Board of Blessings recommends that Blessings stockholders accept Huntsman's cash tender offer. Commenting on the transaction, Richard P. Durham, President and Chief Executive Officer of Huntsman, stated, "Blessings Corporation has a great reputation for quality and product innovation in our industry and we are excited to make it a part of Huntsman Packaging Corporation. The acquisition significantly increases our capacity for personal care and medical products, and gives us an extremely strong position in the rapidly-growing Mexican and Latin American markets." Mr. Durham commented, "With the completion of this acquisition, we will have more than doubled the size of Huntsman Packaging in the last 18 months. We are committed to being the premier supplier of value-added films in the industry." Consummation of the acquisition is contingent upon the tender of a majority of Blessings outstanding shares, the expiration or termination of any applicable waiting periods under the federal Hart-Scott-Rodino Antitrust Improvements Act, and other customary conditions. Huntsman has obtained a commitment letter from The Chase Manhattan Bank and Chase Securities Inc. to provide the funding necessary for the acquisition. Blessing's annual meeting of shareholders scheduled May 19, 1998 has been postponed indefinitely. Blessings Corporation's operating businesses, Edison Plastics, Nacional de Envases Plasticos, S.A. de C.V. (NEPSA) and Edison Converting, are leading producers and converters of polyethylene (PE) and polypropylene (PP) films for the personal care, medical and packaging industries. Blessings and its operating companies have approximately 1,250 employees at five production facilities in the United States and Mexico. It had 1997 revenues of approximately $175 million. Edison Plastics, with manufacturing facilities in Newport News, VA, McAlester, OK and Washington, GA, manufactures thin and ultra-thin gauge multi-layer, cast embossed and extruded film products. Principal end-use markets include infant diapers, feminine care products, adult incontinence products, and medical and surgical products. NEPSA has two manufacturing facilities in Mexico City. It is the leading Mexican producer and converter of PE and PP films, and the technical leader in high-speed eight-color film printing. It produces films for the infant diaper and feminine care markets, and supplies point-of-purchase bags for those consumer products. Edison Converting is a full service producer of PE and PP converted films, printed roll stock and bags. Its principal end-use markets include personal hygiene and health care. Huntsman Packaging Corporation is a world-class manufacturer of value-added polyethylene and PVC plastic films and flexible packaging. One of North America's largest film and flexible packaging manufacturers, Huntsman Packaging annually produces over 500 million pounds of film and flexible packaging for food packaging, medical and pharmaceutical applications, household goods, garden supplies, pet food, cosmetics, retail merchandise, and agricultural, industrial and institutional applications. It had 1997 revenues of approximately $500 million. -----END PRIVACY-ENHANCED MESSAGE-----