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
S.D. Warren Company ("S.D. Warren") and SDW Holdings Corporation
("Holdings") announced on October 8, 1997 that S.D. Warren is offering to
purchase for cash (the "Offer") a portion of its 12% Series B Senior
Subordinated Notes Due 2004 (the "Warren Notes") for $1,010 per $1,000
principal amount pursuant to the terms of the Indenture which governs the
Warren Notes. Accrued interest to but not including the date of payment
will be paid on the Warren Notes purchased pursuant to the Offer. The
total purchase price, not including accrued interest, available to be
paid by S.D. Warren in connection with the Offer is $50,133,333.
Pursuant to the Indenture, S.D. Warren is required to make the Offer at
101% of the principal amount of the Warren Notes if it has excess
proceeds which are not used for specified purposes within a specified
period of time. Because the Warren Notes are currently trading at market
prices in excess of the Offer price, S.D. Warren does not expect many
holders of the Warren Notes, if any, to accept the Offer.
S.D. Warren proposes to use any excess funds from the excess
proceeds which are not used pursuant to the Offer plus certain additional
proceeds to pay a dividend to Holdings, the sole stockholder of S.D.
Warren, for the purpose of redeeming all or a portion of the 15% Senior
Exchangeable Preferred Stock of Holdings. Accordingly, S.D. Warren is
also requesting that holders of Warren Notes consent to a waiver of the
restricted payments covenant in the Indenture to permit such a dividend
and redemption. If the requisite consents are received, holders of
Warren Notes who consent to the proposed waiver shall receive a consent
fee of $2.00 per $1,000 principal amount of the Warren Notes, up to
$750,000 in the aggregate. Holders who do not consent will not receive a
consent fee, and in the event that the proposed waiver is not approved,
no consent fee will be paid. If the waiver is successful, it will be
binding on all holders of Warren Notes, whether or not such holders
consented to the waiver. If the waiver is not successful, S.D. Warren
currently expects to pay a dividend to Holdings equal to the maximum
amount permitted under the restricted payment provision as soon as year-end
financial statements are available and to pay additional dividends at
the end of each subsequent quarter until all the Holdings preferred stock
is redeemed.
This Prospectus Supplement relates to the securities set forth
above.
The date of this Prospectus Supplement is October 8, 1997.
