-----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, GUYCcjBZnNu4Vbfs6vqOQ6CYd1FywAkOmKUCFMyiSLG3hlrlsCEu8gMOUgD1yH+3 eBjBJW00eT4pDk4jW9YVCA== 0001047469-98-021152.txt : 19980520 0001047469-98-021152.hdr.sgml : 19980520 ACCESSION NUMBER: 0001047469-98-021152 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980519 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 14D1/A SEC ACT: SEC FILE NUMBER: 005-06016 FILM NUMBER: 98627829 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: 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: SC 14D1/A BUSINESS ADDRESS: STREET 1: 500 HUNTSMAN WAY CITY: SALT LAKE CITY STATE: UT ZIP: 84108 BUSINESS PHONE: 8015325200 SC 14D1/A 1 SC 14D1/A - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- AMENDMENT NO. 7 (FINAL AMENDMENT) TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND TO SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 ------------------------------ BLESSINGS CORPORATION (NAME OF SUBJECT COMPANY) VA ACQUISITION CORP. HUNTSMAN PACKAGING CORPORATION (BIDDERS) COMMON STOCK, PAR VALUE $.71 PER SHARE (TITLE OF CLASS OF SECURITIES) 093532109 (CUSIP NUMBER OF CLASS OF SECURITIES) RICHARD P. DURHAM HUNTSMAN PACKAGING CORPORATION 500 HUNTSMAN WAY SALT LAKE CITY, UTAH 84108 (801) 532-5200 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS) COPY TO: JOHN L. MACCARTHY, ESQ. WINSTON & STRAWN 35 WEST WACKER DRIVE SUITE 4200 CHICAGO, ILLINOIS 60601 (312) 558-5600 - -------------------------------------------------------------------------------- CUSIP No. 093532109 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS: S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON VA Acquisition Corp. (87-0579748) - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS BK, AF - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) / / - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,925,072* - -------------------------------------------------------------------------------- 8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) Approximately 57.3% (fully diluted) - -------------------------------------------------------------------------------- 10. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * See footnote on following page. CUSIP No. 093532109 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS: S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Huntsman Packaging Corporation (87-0496065) - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS BK - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) / / - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Utah - -------------------------------------------------------------------------------- 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,925,072* - -------------------------------------------------------------------------------- 8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) Approximately 57.3% (fully diluted) - -------------------------------------------------------------------------------- 10. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *On April 7, 1998, Huntsman Packaging Corporation ("Parent") and VA Acquisition Corp., a wholly-owned subsidiary of Parent (the "Purchaser"), entered into a Tender Agreement and Irrevocable Proxy (the "Tender Agreement") with Williamson-Dickie Manufacturing Company and the individuals named therein (collectively, the "Stockholders"), pursuant to which the Stockholders agreed, among other things, to validly tender (and not to withdraw) pursuant to the Purchaser's tender offer all of the Shares (as defined below) beneficially owned by each such Stockholder (representing an aggregate of 5,925,072 Shares, or approximately 57.3% of the Shares of the subject company outstanding as of March 31, 1998 on a fully diluted basis). Pursuant to the Tender Agreement, each Stockholder also irrevocably appointed the Purchaser as the attorney and proxy of such 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 subject company, subject to certain limitations and restrictions. The Tender Agreement is described more fully in Section 12 of the Offer to Purchase dated April 14, 1998 of Parent and the Purchaser (the "Offer to Purchase"). TENDER OFFER This Amendment No. 7 (Final Amendment) to Schedule 14D-1 and to Schedule 13D further amends and supplements the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") and the statement on Schedule 13D each originally filed on April 14, 1998 by VA Acquisition Corp., a Delaware corporation (the "Purchaser"), and wholly-owned subsidiary of Huntsman Packaging Corporation, a Utah corporation ("Parent"), with respect to the Purchaser's offer to purchase all of the outstanding shares of Common Stock, par value $.71 per share (the "Shares"), of Blessings Corporation, a Delaware corporation (the "Company"), at a price of $21.00 per share, net to the seller in cash. Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given to such terms in the Schedule 14D-1. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. The Offer expired at 5:00 p.m., New York City time, on Monday, May 18, 1998. Based on information provided by the Depositary, approximately 9,819,669 Shares or 97% of the outstanding Shares were validly tendered and not withdrawn pursuant to the Offer (including 1,312 Shares tendered by means of guaranteed delivery). The Purchaser accepted for payment, and notified the Depositary to promptly pay for the tendered and accepted Shares, in accordance with the Offer. On May 19, 1998, the Purchaser, as owner of more than 90% of the outstanding Shares, executed and filed with the Secretary of State of the State of Delaware a Certificate of Ownership and Merger pursuant to Section 253 of the General Corporation Law of the State of Delaware (the "GCL"), which provided for the Merger to become effective on May 19, 1998 as a "short-form" merger as permitted by the GCL. As a result of the Merger, (i) each outstanding Share (other than Shares held by the Company, Parent, the Purchaser, or any wholly-owned direct or indirect subsidiary of the Company or Parent, and other than Shares held by stockholders, if any, who have perfected their appraisal rights under the GCL) was converted into the right to receive $21.00 in cash, without interest, and (ii) the separate corporate existence of the Purchaser ceased and the Company, as the corporation surviving the Merger, became a direct, wholly-owned subsidiary of Parent. On May 19, 1998, Parent issued a press release announcing the expiration of the Offer and the acceptance for payment of Shares thereunder, a copy of which is attached hereto as Exhibit (a)(15). ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented by adding the following exhibit: (a)(15) Text of Press Release dated May 19, 1998 issued by Parent. 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: May 19, 1998 VA ACQUISITION CORP. By: /s/ Richard P. Durham ----------------------------------- Name: Richard P. Durham Title: President and Chief Executive Officer HUNTSMAN PACKAGING CORPORATION By: /s/ Richard P. Durham ----------------------------------- Name: Richard P. Durham Title: President and Chief Executive Officer EXHIBIT INDEX
Exhibit Number Exhibit Name - -------------- ------------- 99(a)(1)* -- Offer to Purchase dated April 14, 1998. 99(a)(2)* -- Letter of Transmittal. 99(a)(3)* -- Notice of Guaranteed Delivery. 99(a)(4)* -- Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees. 99(a)(5)* -- Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees. 99(a)(6)* -- Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. 99(a)(7)* -- Form of Summary Advertisement dated April 14, 1998. 99(a)(8)* -- Text of Press Release dated April 8, 1998 issued by the Company and Parent. 99(a)(9)* -- Text of Press Release dated April 14, 1998 issued by the Purchaser and Parent. 99(a)(10)* -- Text of Press Release dated May 4, 1998 issued by the Purchaser and Parent. 99(a)(11)* -- Text of Press Release dated May 5, 1998 issued by Parent. 99(a)(12)* -- Text of Press Release dated May 7, 1998 issued by Parent. 99(a)(13)* -- Text of Press Release dated May 12, 1998 issued by Parent. 99(a)(14)* -- Text of Press Release dated May 15, 1998 issued by Parent. 99(a)(15) -- Text of Press Release dated May 19, 1998 issued by Parent. 99(b)(1)* -- Credit Agreement dated as of September 30, 1997 among Parent, The Chase Manhattan Bank, as Administrative Agent, and the lenders named therein. 99(b)(2)* -- Commitment Letter dated April 7, 1998 from The Chase Manhattan Bank and Chase Securities Inc. to Parent. 99(c)(1)* -- Agreement and Plan of Merger dated as of April 7, 1998 by and among Parent, the Purchaser and the Company. 99(c)(2)* -- Tender Agreement and Irrevocable Proxy dated as of April 7, 1998 among Parent, the Purchaser, Williamson-Dickie Manufacturing Company and the individuals named therein. 99(c)(3)* -- Confidentiality Agreement dated as of January 22, 1998 from Parent for the benefit of the Company. 99(c)(4)* -- Bid Letter dated March 20, 1998 from Parent to the Company. 99(c)(5)* -- Exclusivity Letter dated as of March 29, 1998 by and between Parent and the Company. 99(c)(6)* -- Extension to Exclusivity Letter dated as of April 5, 1998 by and between Parent and the Company. 99(d) -- Not applicable. 99(e) -- Not applicable. 99(f) -- Not applicable.
___________________ * Previously filed EX-99.1 2 EXHIBIT 99.1
FOR IMMEDIATE RELEASE Contacts: May 19, 1998 HUNTSMAN PACKAGING CORPORATION INFORMATION AGENT: Scott K. Sorensen MacKenzie Partners, Inc. Executive Vice President and (212) 929-5500 Chief Financial Officer BANKS AND BROKERS: (801) 532-5200 (212) 929-5500 ALL OTHERS: 1-800-322-2885
HUNTSMAN PACKAGING CORPORATION COMPLETES TENDER OFFER FOR BLESSINGS CORPORATION SALT LAKE CITY, UT -- Huntsman Packaging Corporation announced today that the $21.00 per share cash tender offer for the common stock of Blessings Corporation by a Huntsman subsidiary expired at 5:00 p.m., New York City time, on Monday, May 18, 1998. Huntsman reported that at the expiration of the offer 9,819,669 shares, or approximately 97%, of the outstanding common stock of Blessings, had been tendered and were accepted for purchase. Huntsman anticipates that the merger of Blessings with Huntsman's subsidiary will be completed promptly. The remaining public shareholders of Blessings will also receive $21.00 per share in cash. -----END PRIVACY-ENHANCED MESSAGE-----