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): April 7, 1998
BLESSINGS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
1-04684 13-5566477
(Commission File Number) (I.R.S. Employer Identification No.)
200 Enterprise Drive
Newport News, VA 23603
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (757) 887-2100
N.A.
(Former name of former address, if changed since last report)
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Item 5. Other Events
A copy of a press release announcing the execution of a definitive
merger agreement in which Huntsman Packaging Corporation will acquire all issued
and outstanding shares of Blessings Corporation is attached hereto as Exhibit
10.1.
Item 7. Exhibits
10.1 Press Release dated April 8, 1998.
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FOR IMMEDIATE RELEASE CONTACTS:
April 8, 1998 HUNTSMAN PACKAGING CORPORATION
Scott K. Sorensen
Executive Vice President and Chief Financial Officer
801-532-5200
BLESSINGS CORPORATION
James P. Luke
Executive Vice President, Secretary and Chief
Financial Officer
757-820-1307
HUNTSMAN PACKAGING CORPORATION AND BLESSINGS
CORPORATION ENTER INTO DEFINITIVE MERGER AGREEMENT
Salt Lake City, UT and Newport News, VA -- Huntsman Packaging Corporation and
Blessings Corporation (AMX: BCO) announced today that they have entered into a
definitive merger agreement. The agreement calls for Huntsman to acquire all
issued and outstanding shares of Blessings. Huntsman and Blessings expect to
complete the transaction in the middle of May.
Under the merger agreement, VA Acquisition Corp., a wholly-owned subsidiary of
Huntsman, will promptly commence a cash tender offer for all of the outstanding
shares of Blessings common stock for $21.00 per share. Any shares not purchased
in the tender offer will be acquired for the same price in cash in a second-step
merger. Blessings has approximately 10.3 million fully diluted shares
outstanding.
Blessing's largest shareholder, Williamson-Dickie Manufacturing Company, along
with certain directors, which hold in the aggregate approximately 58.5 percent
of the total outstanding shares of Blessings, have agreed to tender their
shares. Additionally, the Boards of Directors of both companies have given
approval to the acquisition and the Board of Blessings recommends that Blessings
stockholders accept Huntsman's cash tender offer.
Commenting on the transaction, Richard P. Durham, President and Chief Executive
Officer of Huntsman, stated, "Blessings Corporation has a great reputation for
quality and product innovation in our industry and we are excited to make it a
part of Huntsman Packaging Corporation. The acquisition significantly increases
our capacity for personal care and medical products, and gives us an extremely
strong position in the rapidly-growing Mexican and Latin American markets." Mr.
Durham commented, "With the completion of this acquisition, we will have more
than doubled the size of Huntsman Packaging in the last 18 months. We are
committed to being the premier supplier of value-added films in the industry."
Consummation of the acquisition is contingent upon the tender of a majority of
Blessings outstanding shares, the expiration or termination of any applicable
waiting periods under the federal Hart-Scott-Rodino Antitrust Improvements Act,
and other customary conditions. Huntsman has obtained a commitment letter from
The Chase Manhattan Bank and Chase Securities Inc. to provide the funding
necessary for the acquisition.
Blessing's annual meeting of shareholders scheduled May 19, 1998 has been
postponed indefinitely.
Blessings Corporation's operating businesses, Edison Plastics, Nacional de
Envases Plasticos, S.A. de C.V. (NEPSA) and Edison Converting, are leading
producers and converters of polyethylene (PE) and polypropylene (PP) films for
the personal care, medical and packaging industries. Blessings and its operating
companies have approximately 1,250 employees at five production facilities in
the United States and Mexico. It had 1997 revenues of approximately $175
million.
Edison Plastics, with manufacturing facilities in Newport News, VA, McAlester,
OK and Washington, GA, manufactures thin and ultra-thin gauge multi-layer, cast
embossed and extruded film products. Principal end-use markets include infant
diapers, feminine care products, adult incontinence products, and medical and
surgical products.
NEPSA has two manufacturing facilities in Mexico City. It is the leading Mexican
producer and converter of PE and PP films, and the technical leader in
high-speed eight-color film printing. It produces films for the infant diaper
and feminine care markets, and supplies point-of-purchase bags for those
consumer products.
Edison Converting is a full service producer of PE and PP converted films,
printed roll stock and bags. Its principal end-use markets include personal
hygiene and health care.
Huntsman Packaging Corporation is a world-class manufacturer of value-added
polyethylene and PVC plastic films and flexible packaging. One of North
America's largest film and flexible packaging manufacturers, Huntsman Packaging
annually produces over 500 million pounds of film and flexible packaging for
food packaging, medical and pharmaceutical applications, household goods, garden
supplies, pet food, cosmetics, retail merchandise, and agricultural, industrial
and institutional applications. It had 1997 revenues of approximately $500
million.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
BLESSINGS CORPORATION
Date: April 9, 1998 By:/s/ Wayne A. Durboraw
-----------------------------------
Wayne A. Durboraw, Controller
Date: April 9, 1998 By:/s/ James P. Luke
-----------------------------------
James P. Luke, Executive Vice
President
(Principal Financial Officer)
