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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
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FORM 8-K/A
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF SECURITIES AND EXCHANGE ACT OF 1934*
Date of Report (Date of earliest event reported) May 27, 1997
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SDW HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 033-88496-01 13-3795926
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(State or Other (Commission (IRS Employer Identification No.)
Jurisdiction of File Number)
Incorporation)
2700 Westchester Avenue 10577-2544
Purchase, NY ---------------------
- ------------------------------- (Zip Code)
(Address of Principal Executive
Offices)
(914) 696-0021
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
On May 27, 1997, Sappi Limited ("Sappi") acquired 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 L.L.C. These interests together represent
approximately 22% of the common equity of the Company on a fully-diluted basis.
Sappi has purchased the interests at a price of $17.25 per share of common
stock. The Company owns all the outstanding common stock of S.D. Warren
Company.
Following the acquisition, Sappi owns 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 above acquisition. Based on current circumstances, it is
expected that the acquisition of such minority interests would be made for cash
at a substantially similar price. A copy of the Company's press release dated
May 28, 1997, 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 May 28, 1997.
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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 June 4, 1997.
SDW HOLDINGS CORPORATION
By: /s/ William E. Hewitt
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Name: William E. Hewitt
Title: Vice President
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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 1
dated May 28, 1997
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SDW HOLDINGS CORPORATION
2700 Westchester Avenue
Purchase, New York 10577-2554
FOR IMMEDIATE RELEASE
Purchase, New York, May 28, 1997. Sappi Limited has acquired 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, effective May 27,
1997. These interests together represent approximately 22% of the common equity
of SDW Holdings on a fully-diluted basis. Sappi has purchased the interests at
a price of $17.25 per share of common stock. SDW Holdings is the parent of S.D.
Warren Company.
As a result of this acquisition, Sappi owns 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
would be made for cash at a substantially similar price.
