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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
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:
<S> <C>
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. 2 also constitutes Amendment No. 2 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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AMENDMENT NO. 2 TO
SCHEDULE 14D-1 AND SCHEDULE 13D
This Amendment No. 2 ("Amendment No. 2") 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, on behalf of Seawolf Acquisition Corporation and CCL Industries Inc.
Item 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11) Joint Press Release issued on July 3, 1997
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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. 2 is true, complete
and correct.
July 3, 1997
SEAWOLF ACQUISITION CORPORATION
By: /s/ Meldon H. Snider
---------------------------------
Meldon H. Snider, Vice President
CCL INDUSTRIES INC.
By: /s/ Meldon H. Snider
---------------------------------
Meldon H. Snider, Vice President
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EXHIBIT INDEX
EXHIBIT PAGE IN SEQUENTIAL
NO. NUMBERING SYSTEM
- --------- ----------------
(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
(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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* Filed herewith
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CCL INDUSTRIES INC. (TORONTO)
Stock Symbol: TSE & ME - CCQ
for release: July 3, 1997
CCL ACQUISITION OF SEDA SPECIALTY PACKAGING
RECEIVES EARLY ANTITRUST CLEARANCE
TORONTO, July 3, 1997 -- The Board of Directors of CCL Industries Inc. and SEDA
Specialty Packaging Corp. (NASDAQ: SSPC) announced today that they have received
an early determination from the Federal Trade Commission and the United States
Department of Justice that the purchase of SEDA by CCL will not be challenged as
being in violation of applicable federal antitrust laws. Valued at $(Cdn.)255
million, the transaction brings together two of North America's leading
producers of specialty packaging for personal care products. The acquisition is
being accomplished through a cash tender offer for SEDA shares at U.S. $29.00
per share which was commenced on June 23, 1997 and is scheduled to expire at
12:00 Midnight, New York City Time, on July 21, 1997.
**END**
FOR FURTHER INFORMATION:
Mel Snider
Senior Vice-President, Finance and Administration
(416) 756-8508
