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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 1)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
BLESSINGS CORPORATION
(Name of Subject Company)
BLESSINGS CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, $.71 PAR VALUE
(Title of Class of Securities)
093532109
(CUSIP Number of Class of Securities)
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ELWOOD M. MILLER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
BLESSINGS CORPORATION, INC.
200 ENTERPRISE DRIVE
NEWPORT NEWS, VA 23603
(Name, address and telephone number of person
authorized to receive notice and communications
on behalf of the person(s) filing statement)
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WITH COPIES TO:
JOHN M. PARIS, JR., ESQ.
CLARK & STANT, P.C.
900 ONE COLUMBUS CENTER
VIRGINIA BEACH, VIRGINIA 23462
(757) 499-8800
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This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, dated April 14, 1998
(the "Schedule 14D-9") of Blessings Corporation, a Delaware corporation (the
"Company"), filed in connection with the Huntsman Offer. Capitalized terms
used herein shall have the definitions set forth in the Schedule 14D-9 unless
otherwise provided herein.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
The last two paragraphs contained in the Company's response to Item 4(b)
are hereby amended and supplemented as follows:
In approving the Merger Agreement and the transaction contemplated
thereby and recommending that all holders of Shares tender their Shares
pursuant to the Offer, the Board considered a number of factors, including:
(i) the terms of the Merger Agreement and the fact that the Company
will continue as an independent division of Parent following the Merger which
offers continuity to the Company, its customers, its suppliers and its
employees following the Merger;
(ii) presentations by the President and Chief Executive Officer of
the Company and the Company's financial advisor regarding the financial
condition, results of operation, business, and prospects of the Company,
including the prospects of the Company if it were to remain independent,
which indicated that it would be opportune for the Company and its
shareholders to enter into the Merger Agreement and the transaction
contemplated at this time;
(iii) the results of the broad inquiry undertaken by BHC to identify
third parties with respect to a purchase of the Company, which resulted in
discussions being held with a number of parties, including certain parties
who contacted BHC after the Company's February 17, 1998 press release and
which indicated that the Parent's offer was a fair one;
(iv) that the $21 per Share Offer Price represents a premium of
approximately 17% over the closing price for the Shares on the American Stock
Exchange on April 7, 1998 (the last trading day before the public
announcement of the execution of the Merger Agreement), and a premium of
34.7% over the closing price for the shares on the American Stock Exchange on
February 13, 1998 (the last full trading day before the release of its
announcement regarding its evaluation of strategic alternatives);
(v) the terms of the Tender Agreement, which provides that the
Stockholders would receive the same consideration per Share as would all
other holders of Shares, insuring that the public shareholders would
participate in any control premium realized in connection with the Offer and
the Merger and which allows the Tender Agreement to be terminated if the
Merger Agreement is terminated;
(vi) the opinion of BHC to the effect that, as of the date of such
opinion, the $21 per Share cash consideration to be offered to the holders of
Shares in the Offer and the Merger is fair to such holders, from a financial
point of view. A copy of the opinion of BHC is attached as Attachment 1 and
incorporated by reference. Shareholders are urged to read carefully the
opinion of BHC in its entirety.
(vii) that the Merger Agreement permits the Company to furnish
nonpublic information to and participate in discussions and negotiations with
any third party that has submitted an Acquisition Proposal to the Company
that involves all cash consideration and contains no express financing
contingency and that the Company's Board of Directors concludes in good faith
is reasonably capable of being completed, taking into account all legal,
financial, regulatory and other aspects of the Acquisition Proposal and that
would, if consummated, result in a Superior Proposal;
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(viii) the termination provisions of the Merger Agreement, which were a
condition to Parent's proposal, providing that Parent would be entitled to a
fee of $13 million and reimbursement of expenses of up to $500,000 on the
termination of the Merger Agreement under certain circumstances, including
the modification or withdrawal of the Board's recommendation with respect to
the Offer and the Merger in connection with another Acquisition Proposal; and
(ix) the ability of the Purchaser to consummate the Offer and the
Merger, including its ability to so consummate the Offer and the Merger
without conditioning the Offer on obtaining any specific financing
commitments.
All of the factors identified above supported the Board's
recommendation. The Board did not assign relative weights to these factors or
determine that any factor was of particular importance. Rather, the Board
reviewed its position and recommendations as being based on the totality of
the information presented to and considered by it.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
The Company's response to Item 5 is hereby amended as follows:
BHC has been retained by the Company to act as independent financial
advisor to the Company with respect to the Offer, the Merger, and all related
matters. Under a letter agreement, dated October 15, 1997, between the
Company and BHC, if the Offer and the Merger are consummated, the Company has
agreed to pay BHC an aggregate fee of approximately $2,400,000 for acting as
financial advisor in connection with the transaction, including rendering its
opinion. BHC was paid $250,000 of this fee on delivery of its written
opinion, to be credited against the aggregate fee to be paid to BHC by the
Company under the letter agreement. The Company has also agreed to reimburse
BHC for all reasonable out-of-pocket expenses, including reasonable fees and
expenses of its counsel, and to indemnify BHC for certain liabilities,
arising out of the rendering of its opinion, including liabilities arising
under the federal securities laws.
Except as disclosed herein neither the Company nor any person acting on
its behalf currently intends to employ, retain or compensate any other person
to make solicitations or recommendations to security holders on its behalf
concerning the Offer or the Merger.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and accurate.
BLESSINGS CORPORATION
By: /s/ ELWOOD M. MILLER
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Elwood M. Miller
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Date: April 21, 1998
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