-----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, VA3gNDvskidxvRo4emHHA0BmsrafxeuQkGhu6qOkDfhbL2GcQ11XKc8bTK5pcE9Z rU8ouZqlbB8e/UaWIkCXAg== 0000950134-98-003238.txt : 19980415 0000950134-98-003238.hdr.sgml : 19980415 ACCESSION NUMBER: 0000950134-98-003238 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980414 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BLESSINGS CORP CENTRAL INDEX KEY: 0000012614 STANDARD INDUSTRIAL CLASSIFICATION: UNSUPPORTED PLASTICS FILM & SHEET [3081] IRS NUMBER: 135566477 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-06016 FILM NUMBER: 98593699 BUSINESS ADDRESS: STREET 1: 200 ENTERPRISE DRIVE CITY: NEWPORT NEWS STATE: VA ZIP: 23603 BUSINESS PHONE: 7578872100 MAIL ADDRESS: STREET 1: 200 ENTERPRISE DRIVE CITY: NEWPROT NEWS STATE: VA ZIP: 23603 FORMER COMPANY: FORMER CONFORMED NAME: ASSOCIATED BABY SERVICES INC DATE OF NAME CHANGE: 19720828 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WILLIAMSON DICKIE MANUFACTURING CO CENTRAL INDEX KEY: 0001056261 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 750661160 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P O BOX 1779 CITY: FORT WORTH STATE: TX ZIP: 76101 BUSINESS PHONE: 8173367201 MAIL ADDRESS: STREET 1: P O BOX 1779 CITY: FORT WORTH STATE: TX ZIP: 76101 SC 13D/A 1 AMENDMENT NO. 12 TO SCHEDULE 13D 1 --------------------------- OMB APPROVAL --------------------------- OMB Number: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per form .......14.90 --------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 12)* BLESSINGS CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock (par value $.71) - -------------------------------------------------------------------------------- (Title of Class of Securities) 093532 10 9 - -------------------------------------------------------------------------------- (CUSIP Number) PHILIP C. WILLIAMSON, CHAIRMAN, CEO & PRESIDENT P.O. BOX 1779 WILLLIAMSON-DICKIE MANUFACTURING COMPANY FORT WORTH, TEXAS 76101 (817) 336-7201 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) APRIL 7, 1998 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 SCHEDULE 13D CUSIP NO. 093532 10 9 PAGE 2 OF 4 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WILLIAMSON-DICKIE MANUFACTURING COMPANY I.R.S. IDENTIFICATION NO.: 75-0661160 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] N/A - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS, U.S.A. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES N/A BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 5,496,096 PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER N/A ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 5,496,096 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,496,096 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] N/A/ - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.1 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 CUSIP NO. 093532 10 9 Page 3 of 4 SCHEDULE 13 D ITEM 4 Purpose of Transaction On April 8, 1998, Huntsman Packaging Corporation and the Issuer announced execution of an Agreement and Plan of Merger dated as of April 7, 1998 (the "Merger Agreement") which called for Huntsman to acquire all issued and outstanding shares of the Issuer. Under the Merger Agreement, a subsidiary of Huntsman will commence a cash tender offer for all of the outstanding shares of the Issuer's 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. The Issuer has approximately 10.3 million fully diluted shares outstanding. The Issuer's largest shareholder, Williamson-Dickie Manufacturing Company, along with certain members of senior management of the Issuer (collectively, the "Stockholders") which hold in the aggregate approximately 57.3 percent of the total outstanding shares of Issuer, have agreed to tender their shares pursuant to the terms of a Tender Agreement and Irrevocable Proxy dated as of April 7, 1998 (the "Tender Agreement"). Additionally, the Boards of Directors of both companies have given approval to the acquisition and the Board of Blessings recommends that Issuer's stockholders accept Huntsman's cash tender offer. Consummation of the acquisition is contingent upon the tender of a majority of Issuer's outstanding shares, the expiration or termination of any applicable waiting periods under the federal Hart-Scott-Rodino Antitrust Improvements Act, the Mexican Federal Law of Economic Competition, 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. ITEM 6 Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Under the terms of the Tender Agreement, the Stockholders owning, in the aggregate, 5,925,072 shares, or approximately 57.3% of the shares outstanding on March 31, 1998 on a fully-diluted basis have agreed, among other things, to validly tender and sell pursuant to the Offer and not withdraw all shares which are beneficially owned by them, provided that the Offer price is not less than $21.00, 4 CUSIP NO. 093532 10 9 Page 4 of 4 and to irrevocably appoint the Purchaser named in the Tender Agreement as the attorney and proxy of each Stockholder to vote and otherwise act (by written consent or otherwise) with respect to all shares that such Stockholder is entitled to vote at any meeting of stockholders of the Issuer, subject to certain limitations and restrictions. ITEM 7 Material to be Filed as Exhibits 99(c)(2) Tender Agreement and Irrevocable Proxy dated as of April 7, 1998 among Huntsman Packaging Corporation, VA Acquisition Corporation and the Stockholders. SIGNATURE After reasonable 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. WILLIAMSON-DICKIE MANUFACTURING COMPANY By: /s/ Philip C. Williamson --------------------------------------------- Philip C. Williamson, Chairman, CEO & President Dated: April 14, 1998 5 EXHIBIT INDEX
Exhibit Number Description - ------ ----------- 99(c)(2) Tender Agreement and Irrevocable Proxy
EX-99.(C)(2) 2 TENDER AGREEMENT & IRREVOCABLE TRUST 1 EXHIBIT 99(c)(2) TENDER AGREEMENT AND IRREVOCABLE PROXY TENDER AGREEMENT AND IRREVOCABLE PROXY ("Agreement") dated as of April 7, 1998 among HUNTSMAN PACKAGING CORPORATION, a Utah corporation ("Parent"), VA ACQUISITION CORPORATION, a Delaware corporation (the "Purchaser"), and the persons listed on SCHEDULE 1 hereto (each a "Stockholder", and, collectively, the "Stockholders"). WHEREAS, Parent, the Purchaser and Blessings Corporation, a Delaware corporation (the "Company"), propose to enter into an Agreement and Plan of Merger of even date herewith (the "Merger Agreement") providing for the making of a cash tender offer (the "Offer") by the Purchaser for shares of Common Stock, par value $0.71 per share, of the Company (the "Company Common Stock"), and the merger of the Company with and into the Purchaser (the "Merger"); WHEREAS, the Stockholders own in the aggregate 5,925,072 shares (as such shares may be adjusted by conversion, dividend, stock split, recapitalization, exchange, merger or similar transaction, the "Shares") of Company Common Stock; and WHEREAS, as a condition to their willingness to enter into the Merger Agreement, Parent and the Purchaser have requested that the Stockholders agree to tender the shares, as set forth herein; NOW, THEREFORE, to induce Parent and the Purchaser to enter into, and in consideration of their entering into, the Merger Agreement, and in consideration of the premises and the representations, warranties and agreements herein contained, the parties agree as follows: 1. TENDER OF SHARES. (a) Each Stockholder hereby agrees to validly tender and sell, (and not withdraw), pursuant to and in accordance with the terms of the Offer, (i) not later than the seventh day after the commencement of the Offer pursuant to Section 1.1(a) of the Merger Agreement, the number of Shares set forth opposite such Stockholder's name on Schedule I hereto (the "Existing Shares"), and (ii) any shares of Company Common Stock acquired by such Stockholder after the date hereof and prior to the termination of this Agreement whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution or otherwise (each Stockholder shall promptly provide written notice to the Purchaser upon consummation of any such acquisition, and the term "Shares" shall include such shares), provided that the price per Share pursuant to the Offer shall be no less than the Per Share Price, as that term is defined in the Merger Agreement. Each Stockholder hereby acknowledges and agrees that Parent's and the Purchaser's obligation to accept for payment and pay for shares of Company Common Stock in the Offer, including the Shares owned by such Stockholder, is subject to the terms and conditions of the Offer. 2 (b) Each Stockholder hereby agrees to permit Parent, the Purchaser and the Company to publish and disclose in the documents relating to the Offer and the Merger (including all documents, schedules and proxy statements filed with the Securities and Exchange Commission) its, his or her identity and ownership of Shares and the nature of its, his or her commitments, arrangements and understandings under this Agreement. 2. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER. Each of the Stockholders, with respect to itself only, hereby severally represents and warrants to Parent and the Purchaser as follows: (a) AUTHORITY. Each such Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and constitutes a valid and binding obligation of such Stockholder, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, and other similar laws affecting the enforcement of creditors' right generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or to such Stockholder's property or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement or the consummation by such Stockholder of the transactions contemplated hereby. (b) THE SHARES. Such Stockholder has, and the transfer by such Stockholder of its, his or her Shares hereunder will pass to the Purchaser, good and marketable title to the number of Existing Shares set forth opposite such Stockholder's name in SCHEDULE I hereto, free and clear of any claims, liens, encumbrances and security interests whatsoever. Such Stockholder owns of record no shares of Company Common Stock other than the Existing Shares. Except pursuant to this Agreement, the Existing Shares are not subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding 2 3 restricting or otherwise relating to the voting, dividend rights or disposition of the Existing Shares. Such Stockholder has sole power with respect to the matters set forth in this Agreement with respect to all of the Existing Shares set forth opposite such Stockholder's name on Schedule I hereto, with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. 3. REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER. Parent and the Purchaser hereby represent and warrant to each Stockholder as follows: AUTHORITY. Each of Parent and the Purchaser has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and the Purchaser and the consummation by Parent and the Purchaser of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and the Purchaser. This Agreement has been duly executed and delivered by Parent and the Purchaser and constitutes a valid and binding obligation of Parent and the Purchaser enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Parent or Purchaser or to the property or assets of the Parent or Purchaser. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to the Parent or Purchaser in connection with the execution and delivery of this Agreement or, except as set forth in the Merger Agreement, the consummation by the Parent or Purchaser of the transactions contemplated hereby. 4. COVENANTS OF THE STOCKHOLDERS. (a) Each Stockholder severally agrees not to: (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement with respect to the sale, transfer, pledge, assignment or other disposition of, any of the Shares to any person other than the Purchaser or the Purchaser's designee; provided, however, that (x) a Stockholder may transfer its Shares to a charitable organization, provided that such charitable organization agrees to be bound by the terms and provisions of this Agreement 3 4 applicable to such Stockholder and (y) the Williamson-Dickie Manufacturing Company ("Williamson-Dickie") may transfer its Shares to a wholly-owned subsidiary of Williamson-Dickie, provided that such subsidiary agrees to be bound by the terms and provisions of this Agreement applicable to Williamson-Dickie and, provided, further, in the case of clauses (x) and (y) above the transferring Stockholder shall continue to be bound by the terms and provisions of this Agreement; (ii) deposit any Shares into a voting trust or grant a proxy or enter into a voting agreement with respect to any Shares except as provided in this Agreement; or (iii) solicit, facilitate, initiate, encourage or take any other action to facilitate (including by way of furnishing information) any Acquisition Proposal (as defined in the Merger Agreement), the acquisition of any shares of Company Common Stock or the acquisition of all or substantially all the assets of the Company by any person other than Parent or the Purchaser, except in connection with any actions permitted under Section 5.2 of the Merger Agreement. (b) Each Stockholder agrees to notify the Purchaser promptly and to provide all details requested by the Purchaser if such Stockholder shall be approached or solicited, directly or indirectly, by any person with respect to any matter described in Section 4(a)(iii). (c) Each Stockholder agrees that at any annual or special meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, such Stockholder will (i) vote the Shares in favor of the Merger and the Merger Agreement and (ii) vote the Shares against any action or agreement which could result in a breach of any representation, warranty or covenant of the Company in the Merger Agreement or which could otherwise impede, delay, prevent, interfere with or discourage the Offer or the Merger including, without limitation, any Acquisition Proposal. 5. IRREVOCABLE PROXY. Each Stockholder hereby irrevocably appoints the Purchaser as the attorney and proxy of such Stockholder, with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to all Shares that such Stockholder is entitled to vote at any meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such Shares as set forth in Section 4(c) hereof; PROVIDED, that in any such vote or other action pursuant to such proxy, the Purchaser shall not have the right (and such proxy shall not confer the right) to vote to reduce the Per Share Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the Company (including the Stockholders) under the Offer or the Merger Agreement or to reduce the obligations of Purchaser thereunder; and PROVIDED FURTHER, that this proxy shall irrevocably cease to be in effect at any time that (x) the Offer shall have expired or terminated without any shares of Company Common Stock being purchased thereunder in 4 5 violation of the terms of the Offer, (y) the Purchaser shall be in violation of the terms of this Agreement or (z) the Merger Agreement shall have been terminated in accordance with its terms. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Stockholder hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto all other proxies and powers of attorney with respect to the Shares that such Stockholder may have heretofore appointed or granted, and no subsequent proxy or power of attorney (except in furtherance of such Stockholder's obligations under Section 4(c) hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by such Stockholder with respect thereto so long as this Agreement remains in effect. Each Stockholder shall forward to the Purchaser any proxy cards that such Stockholder receives with respect to the Offer or the Merger Agreement. 6. NO BROKERS. Each of the Stockholders, Parent and the Purchaser represents, as to itself and its affiliates, that no agent, broker, investment banker or other firm or person is or will be entitled to any broker's or finder's fees or any other commission or similar fee in connection with any of the transactions contemplated by this Agreement and respectively agrees to indemnify and hold the others harmless from and against any and all claims, liabilities or obligations with respect to any such fees, commissions or expenses asserted by any person on the basis of any act or statement alleged to have occurred or been made by such party or its affiliates. 7. SURVIVAL OF REPRESENTATIONS. All representations, warranties and agreements made by the parties to this Agreement shall survive the purchase of Shares pursuant to the Offer notwithstanding any investigation at any time made by or on behalf of any party hereto. 8. FURTHER ASSURANCES. If the Purchaser purchases Shares pursuant to the Offer, each Stockholder will execute and deliver, or cause to be executed and delivered, such additional or further transfers, assignments, endorsements, consents and other instruments as the Purchaser may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement, including the transfer of the Shares to the Purchaser and the release of any and all claims, liens, encumbrances and security interests with respect thereto. 9. ASSIGNMENT. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties without the prior written consent of the other parties, except that (i) the Purchaser may assign, in its sole discretion, any or all of its rights, interests and obligations hereunder to Parent or to any direct or indirect wholly-owned subsidiary of Parent and (ii) a stockholder may assign its rights, interests and obligations to the extent permitted by Section 4(a)(i) in connection with a transfer of Shares permitted by Section 4(a)(i). This Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns. 10. GUARANTEE OF PERFORMANCE. Parent hereby guarantees the payment and performance by the Purchaser of its obligations under this Agreement. 5 6 11. GENERAL PROVISIONS. (a) SPECIFIC PERFORMANCE. The parties hereto acknowledge that damages would be an inadequate remedy for any breach of the provisions of this Agreement and agree that the obligations of the parties hereunder shall be specifically enforceable. (b) EXPENSES. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expense. (c) AMENDMENTS. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto to which such amendment applies. (d) NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by reputable overnight courier or mailed by registered or certified mail (return receipt requested) or sent by confirmed telecopy to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): (i) if to Parent or the Purchaser, to Huntsman Packaging Corporation 500 Huntsman Way Salt Lake City, Utah 84108 Attention: Ronald G. Moffitt Telecopier No.: 801/584-5783 with a copy to: Winston & Strawn 35 West Wacker Drive Chicago, Illinois 60601 Attention: John L. MacCarthy Telecopier No.: 312/558-5700 (ii) if to the Stockholders, to the addresses set forth opposite their names on SCHEDULE 1 hereto. (e) INTERPRETATION. When a reference is made in this Agreement to Sections or Exhibits, such reference shall be to a Section or Exhibit to this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Wherever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation". 6 7 (f) COUNTERPARTS. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more of the counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. (g) ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES. This Agreement (including the documents and instruments referred to herein) (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. (h) GOVERNING LAW; JURISDICTION (i) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. (ii) In addition, each of the parties hereto (A) consents to submit itself to the personal jurisdiction of any federal court located in the State of Delaware or any Delaware state court in the event any dispute arises out of this Agreement or any of the transactions contemplated hereby, and consents to service of process by notice as provided in this Agreement, (B) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (C) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than a federal or state court sitting in the State of Delaware. (i) TERMINATION. The obligations of the parties hereunder shall terminate upon the termination of the Merger Agreement in accordance with its terms. (j) WAIVER OF APPRAISAL RIGHTS. To the extent applicable, each Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that such Stockholder may have on the terms set forth in the Merger Agreement as in effect on the date hereof with such changes which do not adversely affect such Stockholder. [signature page follows] 7 8 IN WITNESS WHEREOF, Parent, the Purchaser and the Stockholders have signed or caused their respective officers thereunto duly authorized, to sign this Agreement, all as of the date first written above. HUNTSMAN PACKAGING CORPORATION By: /s/ Richard P. Dunham ------------------------------------------ Name: Richard P. Dunham Title: President and Chief Executive Officer VA ACQUISITION CORPORATION By: /s/ Richard P. Dunham ------------------------------------------ Name: Richard P. Dunham Title: President and Chief Executive Officer WILLIAMSON-DICKIE MANUFACTURING COMPANY By /s/ Philip C. Williamson ------------------------------------------ Name: Philip C. Williamson Title: Chairman President and CEO /s/ Leonard Birnbaum --------------------------------------------- Leonard Birnbaum /s/ Michael C. Carlson --------------------------------------------- Michael C. Carlson /s/ Wayne A. Durboraw --------------------------------------------- Wayne A. Durboraw /s/ Joseph J. Harkins --------------------------------------------- Joseph J. Harkins /s/ James P. Luke --------------------------------------------- James P. Luke /s/ John W. McMackin --------------------------------------------- John W. McMackin /s/ Elwood M. Miller --------------------------------------------- Elwood M. Miller /s/ Manuel G. Villareal --------------------------------------------- Manuel G. Villareal /s/ Robert E. Weber --------------------------------------------- Robert E. Weber 9 SCHEDULE I
STOCKHOLDER SHARES ------------- --------- Williamson-Dickie Manufacturing Company 5,496,096 319 Lipscomb Street Fort Worth, Texas 71602 Leonard Birnbaum 79,238 c/o Blessings Corporation 200 Enterprise Drive Newport News, Virginia 23603 Michael C. Carlson 10,000 c/o Blessings Corporation 200 Enterprise Drive Newport News, Virginia 23603 Wayne A. Durboraw 13,147 c/o Blessings Corporation 200 Enterprise Drive Newport News, Virginia 23603 Joseph J. Harkins 12,134 c/o Blessings Corporation 200 Enterprise Drive Newport News, Virginia 23603 James P. Luke 69,490 c/o Blessings Corporation 200 Enterprise Drive Newport News, Virginia 23603 John W. McMackin 24,542 c/o Blessings Corporation 200 Enterprise Drive Newport News, Virginia 23603 Elwood M. Miller 87,812 c/o Blessings Corporation 200 Enterprise Drive Newport News, Virginia 23603
10
STOCKHOLDER SHARES ----------- -------- Manuel G. Villareal 120,613 c/o Blessings Corporation 200 Enterprise Drive Newport News, Virginia 23603 Robert E. Weber 12,000 c/o Blessings Corporation 200 Enterprise Drive Newport News, Virginia 23603 ----------- Total 5,925,072
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