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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): May 19, 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.)
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ITEM 2. ACQUISITION OF ASSETS
On May 19, 1998, Huntsman Packaging Corporation ("Huntsman"), through
its wholly-owned subsidiary, VA Acquisition Corp. ("Acquisition Corp"),
acquired pursuant to a tender offer (the "Tender Offer Acquisition"),
9,819,669 shares of Common Stock ("Shares"), of Blessings Corporation,
("Blessings"), representing approximately 97% of the outstanding Shares of
Blessings, at a purchase price of $21.00 per share net to the seller in cash.
Blessings' operating companies are leading producers and converters of
polyethylene and polypropylene films for the personal care, medical and
packaging industries. The Tender Offer Acquisition occurred in accordance
with an Agreement and Plan of Merger (the "Merger Agreement") dated April 7,
1998, by and among Huntsman, Acquisition Corp. and Blessings pursuant to
which Huntsman, through Acquisition Corp., agreed to purchase all of the
outstanding Shares of Blessings. Also on May 19, 1998, pursuant to the terms
of the Merger Agreement, Acquisition Corp. merged with and into Blessings,
and Blessings became a wholly-owned subsidiary of Huntsman (the "Merger"). In
the Merger, each outstanding Share (other than (i) Shares held by Blessings,
Huntsman, Acquisition Corp. or any wholly-owned direct or indirect subsidiary
of any of them and (ii) Shares held by stockholders, if any, who perfect
their appraisal rights under Delaware law) was converted into the right to
receive $21.00 in cash.
The aggregate purchase price for the acquisition of Blessings (the
"Blessings Acquisition") was approximately $270 million (including the
assumption of an estimated $55 million of Blessings existing indebtedness).
The aggregate purchase price was determined based upon several factors,
including evaluations of Blessings, the market price of Blessings Shares, and
negotiations with the management and directors of Blessings. The financing
for the Blessings Acquisition was provided under a $510 million amended and
restated Credit Agreement (the "Credit Agreement") dated as of May 14, 1998,
among Huntsman and a syndicate of financial institutions, for which The Chase
Manhattan Bank serves as administrative agent.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a)-(b) Financial statements and pro forma financial information required
to be filed by the registrant shall be filed no later than 60 days after the
date this report is filed.
(c) Exhibits: None
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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
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Ronald G. Moffitt
Senior Vice President
June 3, 1998
