SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 5, 1997
SDW HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 033-88496-01 13-3795926
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
2700 Westchester Avenue 10577-2544
Purchase, NY (Zip Code)
(Address of Principal
Executive Offices)
(914) 696-0021
(Registrant's telephone number, including area code)
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Exhibit Index on page 4
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Item 5. Other Events.
On September 5, 1997, SDW Holdings Corporation, an indirect subsidiary
of Sappi Limited, merged with SDW Acquisition II Corporation, also an
indirect subsidiary of Sappi Limited, with SDW Holdings Corporation
continuing as the surviving corporation in the merger. A copy of the
Company's press release dated September 5, 1997, describing the results of
the merger, 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 September 5, 1997.
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Exhibit Index on page 4
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SIGNATURE
Pursuant to the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized on September 5, 1997.
SDW HOLDINGS CORPORATION
By: /s/ W.E. Hewitt
---------------------
Name: W.E. HEWITT
Title: Vice President
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Exhibit Index on page 4
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EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
99 Press Release of SDW Holdings
Corporation dated September 5, 1997 5
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EXHIBIT 99
SDW HOLDINGS CORPORATION
2700 Westchester Avenue
Purchase, New York 10577-2554
FOR IMMEDIATE RELEASE
Purchase, New York, September 5, 1997. On September 5, 1997, SDW
Holdings Corporation, an indirect subsidiary of Sappi Limited, merged with
SDW Acquisition II Corporation, also an indirect subsidiary of Sappi
Limited, with SDW Holdings continuing as the surviving corporation in the
Merger. Under the terms of the Merger, each issued and outstanding share of
SDW Holdings common stock (other than shares held by Sappi Limited and its
affiliates and certain shares which Sappi Limited has the right to acquire)
was converted into the right to receive $17.60 per share in cash. As a
result, each outstanding Class A Warrant of SDW Holdings has become
exercisable solely for $5.2708 in cash, and each outstanding Class B
Warrant has become exercisable solely for $17.60 in cash, in each case upon
payment of the exercise price and satisfaction of the other terms and
conditions of the related warrant agreement. Additionally, each issued and
outstanding share of SDW Holding's 15% Senior Exchangeable Preferred Stock
remains outstanding, without amendment.
Following the Merger, Sappi owns or has the right to acquire 100%
of SDW Holdings' common equity.
Inquiries:
Trevor Larkan
S.D. Warren Company
(617) 423-5461
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