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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5
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
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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").
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TENDER OFFER
This Amendment No. 5 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 10. ADDITIONAL INFORMATION.
The information set forth in Item 10(b), (c) and (f) is hereby amended by
adding thereto the following:
Prior to 9 a.m., New York City time, on May 12, 1998, Parent announced
that the Offer has been extended to 5:00 p.m., New York City time, on May 18,
1998, unless further extended. The press release of Parent dated May 12,
1998 extending the Offer is incorporated herein by reference to Exhibit
(a)(13) to the Schedule 14D-1.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding the following exhibit:
(a)(13) Text of Press Release dated May 12, 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 12, 1998
VA ACQUISITION CORP.
By: /s/ Richard P. Durham
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Name: Richard P. Durham
Title: President and
Chief Executive Officer
HUNTSMAN PACKAGING CORPORATION
By: /s/ Richard P. Durham
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Name: Richard P. Durham
Title: President and
Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit Name
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<S> <C> <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(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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FOR IMMEDIATE RELEASE Contacts:
May 12, 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 EXTENDS ITS TENDER OFFER FOR BLESSINGS
CORPORATION TO MAY 18, 1998
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SALT LAKE CITY, UT -- Huntsman Packaging Corporation announced
today that the pending tender offer by its subsidiary for all of the
outstanding shares of common stock of Blessings Corporation (AMEX:BCO) has
been extended to 5:00 p.m., New York City time, on May 18, 1998, unless
further extended. All other terms and conditions of the tender offer,
including the purchase price of $21.00 per share, remain unchanged.
Huntsman Packaging has been advised by ChaseMellon Shareholder
Services, L.L.C., the Depositary for the offer, that as of the close of
business on Monday, May 11, 1998, approximately 9,773,518 shares of common
stock of Blessings Corporation had been validly tendered and not withdrawn,
representing approximately 94.5% of the outstanding shares of Blessings
Corporation on a fully diluted basis.
Huntsman Packaging is extending the tender offer because the
waiting period under the Mexican Federal Law of Economic Competition has not
been terminated or expired. Huntsman Packaging currently anticipates that
the Mexican Federal Competition Commission will take formal action with
respect to this waiting period by May 18, 1998.
