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): May 14, 1999
S.D. Warren Company
(Exact name of Registrant as specified in charter)
Pennsylvania Not Applicable 23-2366983
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
225 Franklin Street, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
(617) 423-7300
(Registrant's telephone number, including area code)
<PAGE>
ITEM 5. OTHER EVENTS.
S.D. Warren Company ("Warren") announced on May 28, 1999 that it has
given notice that it will exchange all of the outstanding shares of its 14%
Series B Senior Exchangeable Preferred Stock due 2006 (the "Preferred Stock")
for the Company's 14% Subordinated Exchange Debentures due 2006 (the
"Exchange Debentures") on June 15, 1999 (the "Exchange Date").
The Company will exchange all of the Preferred Stock for (1) Exchange
Debentures having a principal amount equal to the Specified Amount of
Preferred Stock (as defined in the Certificate of Designations, Preferences
and Relative, Participating, Optional and Other Special Rights of Preferred
Stock and Qualifications, Limitations and Restrictions Thereof of the
Preferred Stock) held by each holder on the Exchange Date plus (2) cash
in an amount equal to all accrued and unpaid dividends (excluding any
Accumulated Dividends), if any, thereon to the Exchange Date (the "Exchange
Price"). Payment of the Exchange Price will be made only upon presentation
and surrender of (i) certificates representing the shares of Preferred Stock
and (ii) completion and execution of a Substitute Form W-9 or the equivalent,
to Bank of New York as specified in the Notice of Redemption filed as an
exhibit to this report.
On the Exchange Date, all rights with respect to the Preferred Stock
will cease and terminate, and dividends on the Preferred Stock shall cease
to accrue on and after the Exchange Date. Holders of Preferred Stock will
have no right after the Exchange Date as holders of Preferred Stock, other
then the right to receive the Exchange Price, without interest, upon
surrender of certificates for the Preferred Stock.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(c) Exhibits
99.1 Press Release of the Company, dated May 28, 1999
99.2 Notice of Redemption
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Company has duly caused this report to be filed on its behalf
by the undersigned thereunto duly authorized.
S.D. WARREN COMPANY
Dated: May 28, 1999 By:/s/ Trevor Larkan
Name: Trevor Larkan
Title: Vice President and
Chief Financial Officer
<PAGE>
Exhibit 99.1
S.D. Warren Company
For Immediate Release
May 28, 1999
S.D. Warren To Exchange Senior Preferred Stock
(Boston, MA) -- S.D. Warren Company ("Warren") today announced that it
has given notice that it will exchange all of the outstanding shares of its
14% Series B Senior Exchangeable Preferred Stock due 2006 (the "Preferred
Stock") for the Company's 14% Subordinated Exchange Debentures due 2006
(the "Exchange Debentures") on June 15, 1999 (the "Exchange Date").
The Company will exchange all of the Preferred Stock for (1) Exchange
Debentures having a principal amount equal to the Specified Amount of
Preferred Stock (as defined in the Certificate of Designations, Preferences
and Relative, Participating, Optional and Other Special Rights of Preferred
Stock and Qualifications, Limitations and Restrictions Thereof of the
Preferred Stock) held by each holder on the Exchange Date plus (2) cash in
an amount equal to all accrued and unpaid dividends (excluding any
Accumulated Dividends), if any, thereon to the Exchange Date (the "Exchange
Price"). Payment of the Exchange Price will be made only upon presentation
and surrender of (i) certificates representing the shares of Preferred Stock
and (ii) completion and execution of a Substitute Form W-9 or the equivalent,
to Bank of New York as specified in the Notice of Redemption filed as an
exhibit to this report.
On the Exchange Date, all rights with respect to the Preferred Stock
will cease and terminate, and dividends on the Preferred Stock shall cease
to accrue on and after the Exchange Date. Holders of Preferred Stock will
have no right after the Exchange Date as holders of Preferred Stock, other
then the right to receive the Exchange Price, without interest, upon
surrender of certificates for the Preferred Stock.
For further information concerning the Exchange or a copy of the Notice
of Exchange, contact Sarah G. Manchester, Assistant General Counsel, S.D.
Warren Company, 225 Franklin Street, Boston, MA 02110, telephone
(617) 423-7300.
S.D. Warren is a wholly-owned subsidiary of Sappi Limited, which is the
largest producer of coated free sheet papers in the world and produces fine
papers in South Africa, Europe and in the United States. S.D. Warren is a
part of the Sappi Fine Paper division. Sappi ordinary shares trade on the
Johannesburg Stock Exchange and may be accessed on Bloomberg under
the symbol SAP SJ, and on the Reuter Equites 2000 Service under SAPJ.J in
the United States its ADRs trade on the New York Stock Exchange Bulletin
Board under SPP (each ADR is equal to ten ordinary shares.).
<PAGE>
Exhibit 99.2
S.D. Warren Company
NOTICE OF EXCHANGE
of
14% Series B Senior Exchangeable Preferred Stock due 2006
CUSIP NO. 784092306
for
14% Subordinated Exchange Debentures due 2006
CUSIP No. 784092 AD 0
------------------------------------
Date of Notice: May 13, 1999
Exchange Date: June 15, 1999
NOTICE IS HEREBY GIVEN that, pursuant to Section 5(c) of the Certificate
of Designations, Preferences and Relative, Participating, Optional and Other
Special Rights and Qualifications, Limitations and Restrictions Thereof, as
amended of S.D. Warren Company, a Pennsylvania corporation (the "Company"),
the Company will exchange on June 15, 1999 (the "Exchange Date") all of the
outstanding shares of its 14% Series B Senior Exchangeable Preferred Stock
due 2006 (the "Preferred Stock") for the Company's 14% Subordinated Exchange
Debentures due 2006 (the "Exchange Debentures").
The Company will exchange all of the Preferred Stock for (1) Exchange
Debentures having a principal amount equal to the Specified Amount of
Preferred Stock (as defined in the Certificate of Designations, Preferences
and Relative, Participating, Optional and Other Special Rights of Preferred
Stock and Qualifications, Limitations and Restrictions Thereof of the
Preferred Stock) held by each holder on the Exchange Date plus (2) cash
in an amount equal to all accrued and unpaid dividends (excluding any
Accumulated Dividends), if any, thereon to the Exchange Date. The Exchange
Debentures will be issued in denominations of $1,000 and integral multiples
thereof. The Company will pay cash in an amount equal to the principal
amount of the portion of any Exchange Debenture that is not an integral
multiple of $1,000 instead of delivering an Exchange Debenture in a
denomination of less than $1,000. The Exchange Debentures and any cash
amounts payable in respect of the Preferred Stock are referred to as the
"Exchange Price" in this Notice of Exchange.
Payment of the Exchange Price will be made only upon presentation and
surrender of (i) certificates representing the shares of Preferred Stock
and (ii) completion and execution of a Substitute Form W-9 or the equivalent,
to Bank of New York (the "Agent") during the Agent's usual business hours
at the following addresses:
By Express: By Mail: By Hand:
(Insured or registered
recommended)
Bank of New York Bank of New York Bank of New York
Tender and Exchange Tender and Exchange Tender and Exchange
Department Department Department
101 Barclay Street P.O. Box 11248 101 Barclay Street
Receive and Deliver Church Street Station Receive and Deliver
Window Window
New York, NY 10286 New York, NY 10286-1248
On the Exchange Date, all rights with respect to the Preferred Stock
will cease and terminate, and dividends on the Preferred Stock shall cease to
accrue on and after the Exchange Date. Holders of Preferred Stock will have
no right after the Exchange Date as holders of Preferred Stock, other then
the right to receive the Exchange Price, without interest, upon surrender of
certificates for the Preferred Stock.
This method of delivery of certificates representing shares of Preferred
Stock to the Agent is at the option and risk of the holder.
If certificates representing shares of Preferred Stock have been lost,
misplaced, mutilated or stolen, please promptly contact the Agent at one of
the addresses above or by telephone at (800) 507-9357.
IMPORTANT TAX INFORMATION
Under Federal income tax laws, each Holder is required to provide the
Agent (as payer) with such Holder's correct TIN on Substitute Form W-9
enclosed with this notice or otherwise establish a basis for exemption from
backup withholding. Each Holder is required to provide the Agent the TIN
(e.g., social security number or employer identification number) of the
registered Holder. If the shares of Preferred Stock are held in more than
one name or are not held in the name of an actual owner, consult the
enclosed Guidelines for Certification of Taxpayer Number on Substitute
Form W-9 for additional guidance on which number to report.
<PAGE>
TO BE COMPLETED BY ALL HOLDERS
--------------------------
MUST BE RETURNED TO AGENT
WITH CERTIFICATES FOR PREFERRED STOCK
PAYOR'S NAME: S.D. WARREN COMPANY
SUBSTITUTE
FORM W-9
Department of the Treasury
Internal Revenue Service
Payor's Request for Taxpayer
Identification Number (TIN) and
Certification
Part 1 - PLEASE PROVIDE
YOUR TIN IN THE BOX AT
RIGHT AND DATING BELOW
TIN:________________
Social Security Number or
Employer Identification
Number
Part 2 - TIN Applied For
CERTIFICATION - UNDER THE PENALTIES OF PERJURY, I
CERTIFY THAT:
(1) the number shown on this form is my correct Taxpayer
Identification Number (or I am waiting for a number to be issued).
(2) I am not subject to backup withholding, either because: (a) I am
exempt from backup withholding, or (b) I have not been notified
by the Internal Revenue Service the "IRS") that I am subject to
backup withholding as a result of a failure to report all interest or
dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding because
(3) any other information provided on this form is true and correct.
SIGNATURE________________ DATE_______________
You must cross out item (2) of the above certification if you have been
notified by the IRS that you are subject to backup withholding because of
under reporting of interest or dividends on your tax return and you have
not been notified by the IRS that you are no longer subject to
backup withholding.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECK
THE BOX IN PART 2 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administrative Office, or
(b) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of the purchase, 31% of all reportable payments made to me thereafter
will be withheld until I provide a taxpayer identification number.
Signature ______________________ Date___________________
Certain Holders (including among others, all corporations and certain
foreign persons) are not subject to these backup withholdings and reporting
requirements. Exempt Holders should indicate their exempt status on a
Substitute Form W-8. A foreign person may qualify as an exempt recipient
by submitting to the Agent a properly completed Internal Revenue Service
Form W-8, signed under penalties of perjury, attesting to that Holder's exempt
status. A Form W-8 can be obtained from the Agent. See the enclosed
"Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for additional instructions.
If the Agent is not provided with the correct TIN, a $50 penalty may be
imposed by the Internal Revenue Service, and payments, including payment of
the Exchange Price, made to such Holder with respect to shares of Preferred
Stock redeemed by the Company may be
subject to backup withholding.
If backup withholding applies, the Agent is required to withhold 31% of any
payments made to the Holder. Backup withholding is not additional Federal
income tax. Rather, the Federal income tax liability of persons subject to
backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained
from the Internal Revenue Service.
Questions relating to exchange of the Preferred Stock and issuance of the
Exchange Debentures may be directed to the Company at the following address
and telephone number: Sarah G. Manchester, Assistant General Counsel, S.D.
Warren Company, 225 Franklin Street, Boston, MA 02110, telephone (617)
423-7300.
May 13, 1999 S.D. Warren Company
