________________________________________________________________________________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
_______________________
FORM 8-K/A
_______________________
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
------------
_____________________
SDW HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
_____________________
Delaware 033-88496-01 13-3795926
- --------------- ----------------- ----------------
(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
--------------
(Registrant's telephone number, including area code)
________________________________________________________________________________
________________________________________________________________________________
Page 1
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.
Page 2
SIGNATURE
---------
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
--------------------------
Name: William E. Hewitt
Title: Vice President
Page 3
EXHIBIT INDEX
-------------
Exhibit No. Description Page
- ----------- ----------- ----
99 Press Release of SDW Holdings Corporation 1
dated May 28, 1997
Page 4