<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN CONSENT STATEMENT
SCHEDULE 14A INFORMATION
Consent Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_] Preliminary Consent Statement [_] Confidential, For Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Consent Statement
[X] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SHOREWOOD PACKAGING CORPORATION
(Name of Registrant as Specified in its Charter)
CHESAPEAKE CORPORATION
SHEFFIELD, INC.
(Name of Person(s) Filing Consent Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act
Rules 14a-6(i)1 and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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On December 29, 1999, Chesapeake issued the following press release:
FOR IMMEDIATE RELEASE
Chesapeake Extends Tender Offer for Shorewood Until January 20, 2000
(Richmond, VA--December 29, 1999) Chesapeake Corporation (NYSE:CSK) today
announced that it has extended its tender offer for all outstanding shares of
Shorewood Packaging Corporation (NYSE:SWD) for $17.25 in cash per share, or
approximately $500 million, until midnight, New York City time, on Thursday,
January 20, 2000. As of the close of business on Tuesday, December 28, 1999,
172,839 shares of Shorewood common stock have been validly tendered and not
withdrawn pursuant to Chesapeake's tender offer. The tender offer was
previously scheduled to expire at 12:00 midnight, New York City time, on
January 3, 2000.
Chesapeake Corporation, headquartered in Richmond, Va., is a global leader in
specialty packaging and merchandising services. Chesapeake is the largest
North American producer of temporary and permanent point-of-purchase displays,
the North American leader for litho-laminated packaging, the leading European
folding carton, leaflet and label supplier, and a local leader in specific
U.S. markets for customized, corrugated packaging. Chesapeake has over 40
locations in North America, Europe and Asia. Chesapeake's net sales in 1998
were $950.4 million. Chesapeake's website is www.cskcorp.com.
This news release may contain forward-looking statements that are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. While the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 are not applicable to forward-looking statements
made in connection with a tender offer, it has not been judicially determined
whether such safe harbor provisions apply to forward-looking statements in a
consent solicitation conducted in connection with a tender offer. The accuracy
of such forward-looking statements is subject to a number of risks,
uncertainties, and assumptions that may cause Chesapeake's actual results to
differ materially from those expressed in the forward-looking statements
including, but not limited to: competitive products and pricing; production
costs, particularly for raw materials such as corrugated box, folding carton
and display materials; fluctuations in demand; government policies and
regulations affecting the environment; interest rates; currency translation
movements; Year 2000 compliance; and other risks that are detailed from time
to time in reports filed by the Company with the Securities and Exchange
Commission.
<TABLE>
<CAPTION>
For media relations, call: For investor relations, call:
<S> <C> <C>
Molly Remes Joele Frank/Jeremy Zwieg William Tolley/Joel Mostrom
804-697-1110 Abernathy MacGregor Frank 804-697-1157/804-697-1147
212-371-5999
</TABLE>
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Chesapeake Corporation ("Chesapeake") and Sheffield, Inc., a wholly owned
subsidiary of Chesapeake ("Purchaser"), and certain other persons named below
may be deemed to be participants in a consent solicitation (the "Consent
Solicitation") that may be conducted by Chesapeake and Purchaser in connection
with the tender offer (the "Offer") by Purchaser to purchase all of the
outstanding shares of common stock ("Shares") of Shorewood Packaging
Corporation ("Shorewood") for $17.25 per Share net to the seller in cash. The
participants in this solicitation may include: (i) the directors of Chesapeake
(Harry H. Warner, Chairman of the Board; Thomas H. Johnson, President & Chief
Executive Officer; Robert L. Hintz; James E. Rogers; John W. Rosenblum; Frank
S. Royal; Wallace Stettinius; Richard G. Tilghman; Joseph P.Viviano; and Hugh
V. White, Jr.); and (ii) certain officers of Chesapeake: J.P. Causey Jr.,
Senior Vice President, Secretary & General Counsel; Andrew J. Kohut, Senior
Vice President-Strategic Business Development; Octavio Orta, Executive Vice
President-Display & Packaging; William T. Tolley, Senior Vice President-
Finance & Chief Financial Officer; Molly Remes, Director-Corporate
Communications; and Joel Mostrom, Vice President-Land Development. As of the
date of this communication, 14.9% of the outstanding Shares of Shorewood, or
approximately 4.1 million
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Shares, are beneficially owned by Chesapeake and Purchaser (including Shares
to be purchased pursuant to a stock purchase agreement between Chesapeake and
a third-party). Chesapeake has retained Goldman, Sachs
& Co. ("Goldman Sachs") and Donaldson, Lufkin & Jenrette Securities
Corporation ("DLJ") to act as its co-financial advisors in connection with the
Offer, for which Goldman Sachs and DLJ will receive customary fees, as well as
reimbursement of reasonable out-of-pocket expenses. Chesapeake and Purchaser
have retained Goldman Sachs and DLJ to act as their Co-Dealer Managers in
connection with the Offer, for which Goldman Sachs and DLJ will receive
customary fees, as well as reimbursement of reasonable out-of-pocket expenses.
In addition, Chesapeake and Purchaser have agreed to indemnify Goldman Sachs
and certain related persons and DLJ and certain related persons against
liabilities, including certain liabilities under the federal securities laws,
arising out of each of their engagements. Neither Goldman Sachs nor DLJ
believes that they or any of their respective partners, directors, officers,
employees, affiliates or controlling persons, if any, is a "participant" as
defined in Schedule 14A promulgated under the Exchange Act in the solicitation
of proxies and/or consents, or that Schedule 14A requires the disclosure of
certain information concerning Goldman Sachs or DLJ. In connection with
Goldman Sachs' role as Co-Dealer Manager to Chesapeake and Purchaser, the
following investment banking employees of Goldman Sachs may communicate in
person, by telephone or otherwise with a limited number of institutions,
brokers or other persons who are stockholders of Shorewood and may solicit
consents from these institutions, brokers or other persons: Ravi Sinha, George
Mattson, James Katzman, Peter Comisar and Jason Gilbert. In connection with
DLJ's role as Co-Dealer Manager to Chesapeake and Purchaser, the following
investment banking employees of DLJ may communicate in person, by telephone or
otherwise with a limited number of institutions, brokers or other persons who
are stockholders of Shorewood and may solicit consents from these
institutions, brokers or other persons: L. Price Blackford, Doug Brown, Daniel
Schleifman, Robert Simensky and Andrew Kramer. Goldman Sachs and DLJ each
engage in a full range of investment banking, securities trading, market-
making and brokerage services for institutional and individual clients. In the
normal course of its business Goldman Sachs and/or DLJ may trade securities of
Shorewood for each of their own accounts and the accounts of their customers
and, accordingly, may at any time hold a long or short position in such
securities. Goldman Sachs and DLJ has each informed Chesapeake that, as of the
date hereof, neither of them holds any Shares for its own account. Goldman
Sachs or DLJ and/or certain of their respective affiliates may have voting and
dispositive power with respect to certain Shares held in asset management,
brokerage and other accounts. Goldman Sachs, DLJ, and each such of their
respective affiliates disclaim beneficial ownership of such Shares.
Other than as set forth herein, to the knowledge of Chesapeake and Purchaser,
as of the date of this communication, none of Chesapeake, Purchaser, any of
their respective directors, executive officers, employees or other
representatives, or other persons known to Chesapeake or Purchaser who may
solicit consents has any interest, direct or indirect, in Shorewood by
security holding or otherwise.
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