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Filed pursuant to Rule 424(b)(3)
Registration No. 333-00834
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED AUGUST 8, 1997
SDW HOLDINGS CORPORATION
1,500,000 SHARES 15% SENIOR EXCHANGEABLE PREFERRED STOCK
15% SUBORDINATED EXCHANGE DEBENTURES
3,000,000 CLASS A WARRANTS
150,000 CLASS B WARRANTS
COMMON STOCK
This Prospectus Supplement relates to the securities set forth above.
On September 5, 1997, SDW Holdings Corporation ("Holdings"), an indirect
subsidiary of Sappi Limited ("Sappi"), merged with SDW Acquisition II
Corporation, also an indirect subsidiary of Sappi Limited, with Holdings
continuing as the surviving corporation (the "Merger"). Under the terms of the
Merger, each issued and outstanding share of Holdings common stock (other than
shares held by Sappi and its affiliates and certain shares which Sappi has the
right to acquire) was converted into the right to receive $17.60 per share
in cash. As a result of the Merger, each outstanding Class A Warrant of
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. Each issued and
outstanding share of Holding's 15% Senior Exchangeable Preferred Stock
remains outstanding without amendment. See "Certain Relationships and Related
Transactions - Minority Acquisition and Merger".
As a result of the Merger, the authorized capital stock of Holdings
currently consists of (i) 250,000 shares of voting Class A Common Stock, par
value $.01 per share, of which 75,065 shares are issued and outstanding, (ii)
50,000 shares of non-voting convertible Class B Common Stock, par value $.01 per
share, of which 24,935 shares are issued and outstanding and (iii) 5,000,000
shares of Preferred Stock, par value $.01 per share, of which 1,500,000 shares
are issued and outstanding as Senior Preferred Stock. See "Description of
Capital Stock".
Following the Merger, Sappi owns or has the right to acquire 100% of
Holdings' common equity.
The date of this Prospectus Supplement is September 12, 1997.
