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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D*
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
SEDA SPECIALTY PACKAGING CORP.
(Name of Subject Company)
SEAWOLF ACQUISITION CORPORATION
AND
CCL INDUSTRIES INC.
(Bidders)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
81517R10
(CUSIP Number of Class of Securities)
Mr. Wayne M.E. McLeod
President and Chief Executive Officer
CCL Industries Inc.
105 Gordon Baker Road
Willowdale, Ontario
Canada, M2H 3P8
(416) 756-8500
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
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COPIES TO:
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ALBERT GNAT, ESQ. BRIAN HOFFMANN, ESQ.
AND GEOFREY MYERS McDERMOTT, WILL & EMERY
LANG MICHENER 50 ROCKEFELLER PLAZA
BCE PLACE 11TH FLOOR
181 BAY STREET, SUITE 2500 NEW YORK, NEW YORK 10020-1605
TORONTO, ONTARIO, CANADA M5J 2T7 (212) 547-5400
(416) 360-8600
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CALCULATION OF FILING FEE
TRANSACTION VALUATION AMOUNT OF FILING FEE
$152,681,346** $30,537
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
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Amount Previously Paid: $30,537
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Form or Registration No.: Schedule 14D-1 and Schedule 13D
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Filing Party: Seawolf Acquisition Corporation and CCL Industries Inc.
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Date Filed: 6-23-97
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* NOTE: This Amendment No. 4 also constitutes Amendment No. 4 to Schedule 13D
of CCL Industries Inc. and Seawolf Acquisition Corporation filed with respect
to the shares of Common Stock, $0.001 par value per share, of Seda Specialty
Packaging Corp., beneficially owned by CCL Industries Inc. and Seawolf
Acquisition Corporation on June 23, 1997.
**NOTE: For the purpose of calculating the filing fee only. This amount
assumes the purchase of 5,264,874 shares of Common Stock ("Shares") of
Seda Specialty Packaging Corp. (the "Company") at $29.00 in cash per Share.
Specifically, based on representations made by the Company, as of June 16,
1997, 5,264,874 Shares were outstanding.
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CUSIP NO. 81517R10
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Seawolf Acquisition Corporation (EIN #98-0170583)
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) /X/
(b) / /
3 SEC Use Only
4 Source of Funds (See Instructions)
AF; BK
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to / /
Items 2(e) or 2(f)
6 Citizenship or Place of Organization
Delaware
7 Aggregate Amount Beneficially Owned by Each Reporting Person
5,144,370
8 Check if the Aggregate Amount in Row (7) Excludes Certain Shares / /
(See Instructions)
9 Percent of Class Represented by Amount in Row (7)
99%
10 Type of Reporting Person (See Instructions)
CO
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CUSIP NO. 81517R10
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CCL Industries Inc. (EIN #980126400)
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) /X/
(b) / /
3 SEC Use Only
4 Source of Funds (See Instructions)
BK
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to / /
Items 2(e) or 2(f)
6 Citizenship or Place of Organization
Canada
7 Aggregate Amount Beneficially Owned by Each Reporting Person
5,144,370
8 Check if the Aggregate Amount in Row (7) Excludes Certain Shares / /
(See Instructions)
9 Percent of Class Represented by Amount in Row (7)
99%
10 Type of Reporting Person (See Instructions)
CO
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AMENDMENT NO. 4 TO
SCHEDULE 14D-1 AND SCHEDULE 13D
This Amendment No. 4 ("Amendment No. 4") to Schedule 14D-1 and Schedule 13D
amends and supplements Schedule 14D-1 and Schedule 13D filed with the Securities
and Exchange Commission on June 23, 1997, and amended on June 27, 1997, July 3,
1997 and July 23, 1997, on behalf of Seawolf Acquisition Corporation and CCL
Industries Inc.
This Amendment No. 4 is being filed to correct certain information reported
in prior filings.
In the tender offer for shares of common stock of SEDA Specialty Packaging
Corp., Seawolf Acquisition Corporation acquired approximately 4,622,392 shares,
or roughly 89%, of SEDA Specialty Packaging Corp., plus an additional 4,265
shares subject to guarantees of delivery.
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 4 is true, complete
and correct.
July 30, 1997
SEAWOLF ACQUISITION CORPORATION
By: /s/ Wayne M.E. McLeod
---------------------------------
Wayne M.E. McLeod, President
CCL INDUSTRIES INC.
By: /s/ Steve Lancaster
---------------------------------
Steve Lancaster, Vice President
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EXHIBIT INDEX
EXHIBIT PAGE IN SEQUENTIAL
NO. NUMBERING SYSTEM
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(a)(1) Form of Offer to Purchase dated June 23, 1997.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter from The Beacon Group Capital Services, L.L.C. to
Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.
(a)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees to Clients.
(a)(6) Form of Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(a)(7) Form of Tombstone Advertisement dated June 23, 1997.
(a)(8) Joint Press Release issued on June 17, 1997.
(a)(9) Press Release issued by the Parent on June 23, 1997.
(a)(10) Notification to Seda Specialty Packaging Corp. stockholders regarding
correction of Information Agent telephone number.
(a)(11) Joint Press Release issued on July 3, 1997
(a)(12) Joint Press Release issued on July 22, 1997
(b)(1) Letter Agreement, dated June 16, 1997, between the Bank (as defined in
the Offer to Purchase) and the Parent (tender offer facility
commitment letter).
(c)(1) Agreement and Plan of Merger and Reorganization, dated as of June 16,
1997, among the Parent, the Purchaser and the Company.
(c)(2) Letter Agreement, dated June 16, 1997, among Shapour Sedaghat,
Parvindokht Sedaghat, the Sedaghat Remainder Uni Trust, Shahrokh
Sedaghat, the Purchaser and the Parent (the Tender Agreement).
(c)(3) Memorandum of Agreement, dated as of June 16, 1997, among Shahrokh
Sedaghat, Parent and Company (the The Sedaghat Employment Agreement).
(c)(4) Option Agreement, dated as of June 16, 1997, between Shahrokh Sedaghat
and the Parent.
(c)(5) Incentive Option Agreement, dated as of June 16, 1997, between
Shahrokh Sedaghat and the Parent.
(c)(6) Qualification and Listing of Shares Agreement, dated June 16, 1997,
between the Parent and Shahrokh Sedaghat.
(d) None.
(e) Not applicable.
(f) None.
(g)(1) Financial Statements of the Parent for years ended December 31, 1996
and 1995.
(g)(2) Financial Statements of the Parent for three months ended March 31,
1997.
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