<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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CUSIP No. 093532109
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1. NAME OF REPORTING PERSONS:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VA Acquisition Corp. (87-0579748)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
BK, AF
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) OR 2(f)
/ /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,925,072*
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8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES
/ /
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 57.3% (fully diluted)
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10. TYPE OF REPORTING PERSON
CO
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* See footnote on following page.
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CUSIP No. 093532109
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1. NAME OF REPORTING PERSONS:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Huntsman Packaging Corporation (87-0496065)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
BK
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) OR 2(f) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Utah
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,925,072*
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8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES / /
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 57.3% (fully diluted)
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10. TYPE OF REPORTING PERSON
CO
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*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").
<PAGE>
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.
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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
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit Name
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<S> <C>
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.
</TABLE>
___________________
* Previously filed
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<CAPTION>
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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
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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.
