-----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, CkVuCAx9WwtCrHyfCtixGslk1C04RkgGStfa/ZngkIrpB6P2R1CD0dxJ4q/GCDhC pGxeNmXDRvmJ/6qvsREQrA== 0000927016-97-001612.txt : 19970605 0000927016-97-001612.hdr.sgml : 19970605 ACCESSION NUMBER: 0000927016-97-001612 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970527 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970604 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SDW HOLDINGS CORP CENTRAL INDEX KEY: 0000946747 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 133795926 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 033-88496-01 FILM NUMBER: 97619052 BUSINESS ADDRESS: STREET 1: 2700 WESTCHESTER AVENUE CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9146960021 MAIL ADDRESS: STREET 1: 2700 WESTCHESTER AVE CITY: PURCHASE STATE: NY ZIP: 10577 8-K/A 1 FORM 8-K/A ________________________________________________________________________________ ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-1004 _______________________ FORM 8-K/A _______________________ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF SECURITIES AND EXCHANGE ACT OF 1934* Date of Report (Date of earliest event reported) May 27, 1997 ------------ _____________________ SDW HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) _____________________ Delaware 033-88496-01 13-3795926 - --------------- ----------------- ---------------- (State or Other (Commission (IRS Employer Identification No.) Jurisdiction of File Number) Incorporation) 2700 Westchester Avenue 10577-2544 Purchase, NY --------------------- - ------------------------------- (Zip Code) (Address of Principal Executive Offices) (914) 696-0021 -------------- (Registrant's telephone number, including area code) ________________________________________________________________________________ ________________________________________________________________________________ Page 1 Item 5. Other Events. On May 27, 1997, Sappi Limited ("Sappi") acquired the minority common equity interests in SDW Holdings Corporation (the "Company") held by DLJ Merchant Banking Partners, L.P.; DLJ International Partners, C.V.; DLJ Offshore Partners, C.V.; DLJ Merchant Banking Funding, Inc.; DLJ First ESC L.L.C.; and UBS Capital L.L.C. These interests together represent approximately 22% of the common equity of the Company on a fully-diluted basis. Sappi has purchased the interests at a price of $17.25 per share of common stock. The Company owns all the outstanding common stock of S.D. Warren Company. Following the acquisition, Sappi owns over 97% of the common equity of the Company on a fully-diluted basis. Sappi has agreed to use reasonable efforts to acquire the remaining common equity interests in the Company within 120 days of the closing of the above acquisition. Based on current circumstances, it is expected that the acquisition of such minority interests would be made for cash at a substantially similar price. A copy of the Company's press release dated May 28, 1997, is attached hereto as Exhibit 99 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. (99) - Press Release of SDW Holdings Corporation dated May 28, 1997. Page 2 SIGNATURE --------- The registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on June 4, 1997. SDW HOLDINGS CORPORATION By: /s/ William E. Hewitt -------------------------- Name: William E. Hewitt Title: Vice President Page 3 EXHIBIT INDEX ------------- Exhibit No. Description Page - ----------- ----------- ---- 99 Press Release of SDW Holdings Corporation 1 dated May 28, 1997 Page 4 EX-99 2 PRESS RELEASE SDW HOLDINGS CORPORATION 2700 Westchester Avenue Purchase, New York 10577-2554 FOR IMMEDIATE RELEASE Purchase, New York, May 28, 1997. Sappi Limited has acquired the minority common equity interests in SDW Holdings Corporation held by DLJ Merchant Banking Partners, L.P., certain of its affiliates and UBS Capital LLC, effective May 27, 1997. These interests together represent approximately 22% of the common equity of SDW Holdings on a fully-diluted basis. Sappi has purchased the interests at a price of $17.25 per share of common stock. SDW Holdings is the parent of S.D. Warren Company. As a result of this acquisition, Sappi owns over 97% of the common equity of SDW Holdings on a fully-diluted basis. Sappi has agreed to use reasonable efforts to acquire the remaining common equity interests in SDW Holdings within 120 days following the closing of the above acquisition. Based upon current circumstances, it is expected that the acquisition of such minority interests would be made for cash at a substantially similar price. -----END PRIVACY-ENHANCED MESSAGE-----