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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 5)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 5)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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SHOREWOOD PACKAGING CORPORATION
(Name of Subject Company)
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CHESAPEAKE CORPORATION
SHEFFIELD, INC.
(Bidders)
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Common Stock, $0.01 Par Value Per Share
(Including Associated Rights)
(Title of Class of Securities)
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825229107
(CUSIP Number of Class of Securities)
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Thomas H. Johnson
President & Chief Executive Officer
Chesapeake Corporation
1021 East Cary Street
Richmond, Virginia 23218-2350
(804) 697-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
Copies to:
Gary E. Thompson, Esq.
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
(804) 788-8200
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December 29, 1999
(Date of Event Which Requires Filing of This Statement)
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This Amendment No. 5 to Schedule 14D-1 supplements and amends the Tender
Offer Statement on Schedule 14D-1, filed on December 3, 1999 (the "Schedule
14D-1"), by Sheffield, Inc., a Delaware corporation ("Purchaser"), and
Chesapeake Corporation ("Chesapeake"), a Virginia corporation and the direct
owner of all of the outstanding capital stock of Purchaser. The Schedule 14D-1
relates to the offer by Purchaser to purchase all outstanding shares of common
stock, $0.01 par value per share (the "Common Stock"), including the
associated rights to purchase preferred stock (the "Rights" and together with
the Common Stock, the "Shares"), of Shorewood Packaging Corporation, a
Delaware corporation (the "Company"), not directly or indirectly owned by
Chesapeake and its subsidiaries, for a purchase price of $17.25 per Share, net
to the seller in cash, without interest thereon, on the terms and subject to
the conditions set forth in the Offer to Purchase, dated December 3, 1999 (the
"Offer to Purchase"), and in the related Letter of Transmittal and any
amendments or supplements thereto (which collectively constitute the "Offer").
Capitalized terms used and not otherwise defined herein have the meanings set
forth in the Schedule 14D-1. This Amendment No. 5 to Schedule 14D-1 also
constitutes Amendment No. 5 to the statement on Schedule 13D of Purchaser and
Chesapeake, filed on November 30, 1999.
Item 10. Additional Information
Item 10 is hereby amended and supplemented by adding thereto the following:
(f) The Expiration Date of the Offer, which was scheduled for 12:00
Midnight, New York City time, on Monday, January 3, 2000, has been extended to
12:00 Midnight, New York City time, on Thursday, January 20, 2000, unless the
Offer is further extended. On December 29, 1999, Chesapeake issued a press
release announcing the extension of the Expiration Date, which is incorporated
by reference herein. Such press release is attached hereto as Exhibit (a)(9).
Item 11. Material to be Filed as Exhibits
Item 11 is hereby amended and supplemented by adding thereto the following:
(a)(9) Text of Press Release, dated December 29, 1999, by Chesapeake
regarding the extension of the Expiration Date of the Offer.
2
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: December 29, 1999
CHESAPEAKE CORPORATION
/s/ J. P. Causey Jr.
By: _________________________________
J. P. Causey Jr.
Senior Vice President, Secretary
& General Counsel
SHEFFIELD, INC.
/s/ J. P. Causey Jr.
By: _________________________________
J. P. Causey Jr.
Vice President & Secretary
3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
(a)(9) Text of Press Release, dated December 29, 1999, by Chesapeake regarding the extension of the
Expiration Date of the Offer.
</TABLE>
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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.
For media relations, call: For investor relations,
Molly Remes call:
804-697-1110 William Tolley/Joel
Mostrom
804-697-1157/804-697-
1147
Joele Frank/Jeremy Zwieg
Abernathy MacGregor Frank
212-371-5999
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;
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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 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.
