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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
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FORM 8-K INFORMATION*
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934*
Date of Report (Date of earliest event reported) November 27, 1996
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SDW HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
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(Not
Delaware applicable*) 13-3795926
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(State or Other (Commission (IRS Employer Identification No.)
Jurisdiction of File Number)
Incorporation)
2700 Westchester Avenue
Purchase, NY 10577-2554
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(Address of Principal Executive (Zip Code)
Offices)
(914) 696-0021
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(Registrant's telephone number, including area code)
* This report is being voluntarily filed with the Securities and
Exchange Commission (the "Commission") pursuant to the registrant's
contractual obligations to file with the Commission all reports that would
be required to be filed on a Form 8-K. The registrant is not required to
file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934.
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Item 5. Other Events.
On November 27, 1996, Sappi Limited ("Sappi") agreed to acquire (the
"Acquisition"), subject to certain customary conditions, the minority
common equity interests in SDW Holdings Corporation (the "Company") held by
DLJ Merchant Banking Partners, L.P.; DLJ International Partners, C.V.; DLJ
Offshore Partners, C.V.; DLJ Merchant Banking Funding, Inc.; DLJ First ESC
L.L.C.; and UBS Capital LLC (collectively, the "Sellers"). Jointly, the
Sellers own approximately 22% of the common equity of the Company on a
fully-diluted basis. The Company owns all the outstanding common stock of
S.D. Warren Company.
Under the terms of the agreement, Sappi has agreed to purchase the
Sellers' interests at a price of $17.25 per share of common stock of the
Company within 180 days of the date of execution of the agreement.
Following this Acquisition, Sappi will own over 97% of the common
equity of the Company on a fully-diluted basis. Sappi has agreed to use
reasonable efforts to acquire the remaining common equity interests in the
Company within 120 days of the closing of the Acquisition. A copy of the
Company's press release dated December 3, 1996, is attached hereto as
Exhibit 99 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
(99)--Press Release of SDW Holdings Corporation dated December 3,
1996.
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SIGNATURE
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The registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized on December 3, 1996.
SDW HOLDINGS CORPORATION
By: /s/ William E. Hewitt
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Name: William E. Hewitt
Title: Vice President, Treasurer
and Assistant Secretary
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EXHIBIT INDEX
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Exhibit No. Description Page
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99 Press Release of SDW Holdings Corporation
dated December 3, 1996. 1
Exhibit 99
SDW HOLDINGS CORPORATION
2700 Westchester Avenue
Purchase, New York 10577-2554
FOR IMMEDIATE RELEASE
Purhase, New York, December 3, 1996. Sappi Limited has agreed to
acquire the minority common equity interests in SDW Holdings Corporation
held by DLJ Merchant Banking Partners, L.P., certain of its affiliates and
UBS Capital LLC, subject to certain customary conditions. Jointly, these
interests represent approximately 22% of the common equity of SDW Holdings
(on a fully-diluted basis). SDW Holdings is the parent of S.D. Warren
Company.
Under the terms of the agreement, Sappi has agreed to purchase
the interests at a price of $17.25 per share of common stock within 180
days of the date of execution of the agreement.
Following this acquisition, Sappi will own over 97% of the common
equity of SDW Holdings (on a fully-diluted basis). Sappi has agreed to use
reasonable efforts to acquire the remaining common equity interests in SDW
Holdings within 120 days following the closing of the above acquisition.
Based upon current circumstances, it is expected that the acquisition of
such minority interests will be made for cash at a substantially similar
price.
