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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:
[_] Confidential, For Use of the
[_] Preliminary Consent Statement 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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ITEM 3. PAST CONTACTS, TRANSACTIONS OF NEGOTIATIONS WITH THE SUBJECT COMPANY
(b) The text of Section 10 of the Offer to Purchase is hereby amended and
supplemented by adding thereto the following:
On January 31, 2000, Chesapeake issued the following release:
FOR IMMEDIATE RELEASE
CHESAPEAKE IDENTIFIES INDEPENDENT NOMINEES
FOR SHOREWOOD CONSENT SOLICITATION
(RICHMOND, VA-- JANUARY 28, 2000) Chesapeake Corporation (NYSE: CSK) announced
it has filed amended preliminary materials with the Securities and Exchange
Commission relating to its planned solicitation of consents from the
stockholders of Shorewood Packaging Corporation (NYSE: SWD). The consent
solicitation would request Shorewood stockholders to, among other things,
remove from Shorewood's bylaws the provision establishing a staggered board of
directors, remove the current members of the board of directors, reduce the
size of the board to three members and fill the newly created vacancies on the
board with independent nominees. The independent nominees are Charles M.
Elson, Claude B. Owen, Jr. and John E. Stokely. Chesapeake expects that the
independent nominees, if elected and subject to their fiduciary duties and
applicable law, will seek to maximize value for the Shorewood stockholders.
The consent solicitation is intended to expedite the prompt consummation of
Chesapeake's proposed acquisition of Shorewood through its pending $17.25 per
share cash tender offer, subject to each nominee's fiduciary responsibility.
Each nominee has expressly agreed that, as a director of Shorewood and as a
nominee for election to Shorewood's board of directors, the nominee will
exercise his independent judgment, act in accordance with his fiduciary duties
as a director of Shorewood and will not be required to reflect the views of
Chesapeake. In addition, each nominee has agreed that, following his election
to Shorewood's board of directors, he will have no obligation of any kind to
Chesapeake, except in its capacity as a stockholder of Shorewood, and only to
the extent of duties owed to all Shorewood stockholders generally.
Charles M. Elson has been a law professor at Stetson University since 1990 and
of counsel to the law firm of Holland & Knight LLP since 1995. He is also a
Trustee of Talledega College and a Salvatori Fellow of the Heritage
Foundation. He is a member of the National Association of Corporate Directors'
Commissions on Director Compensation, Director Professionalism, CEO Succession
and Audit Committees. Mr. Elson is also a director of Sunbeam Corp., a
consumer products company, and Nuevo Energy Co., an oil and gas development
company.
Claude B. Owen, Jr. retired in May 1999, after serving four years as Chairman
of the Board and Chief Executive Officer of DIMON Incorporated (successor to
Dibrell Brothers Incorporated), the world's second largest tobacco merchant.
From 1993 until 1995, Mr. Owen was Chairman of the Board, Chief Executive
Officer and President of Dibrell Brothers. Mr. Owen is also a director of
American National Bankshares Inc., a bank holding company.
John E. Stokely has worked as a consultant since August 1999, after serving
since 1998 as Chairman of the Board, President and Chief Executive Officer of
Richfood Holdings, Inc. Richfood was the leading wholesale food distributor
and food retailer in the Mid-Atlantic region. Between 1991 and 1999, Mr.
Stokely held various senior executive positions at Richfood, including
President, from 1995 until August 1999, and Chief Executive Officer, from 1996
until August 1999. Mr. Stokely is also a director of Performance Food Group
Company, a food distributor, and Nash Finch Co., a food wholesaler and
retailer.
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
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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 1999 were $1.2 billion.
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; and other risks
that are detailed from time to time in reports filed by the Company with the
Securities and Exchange Commission.
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, approximately 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
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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.
# # #
<TABLE>
<S> <C>
FOR MEDIA RELATIONS, CALL: FOR INVESTOR RELATIONS, CALL:
Molly Remes William Tolley/Joel Mostrom
804-697-1110 804-697-1157/804-697-1147
</TABLE>
Joele Frank / Josh Silverman
J. Frank Associates
212-355-4449 ext. 107/121
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Hunton & Williams
Riverfront Plaza, East Tower
951 E. Byrd Street
Richmond, Virginia 23219
Gary E. Thompson File No.:22948.000372
E-Mail: [email protected] Direct Dial: (804) 788-8787
January , 2000
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza, 450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: 1934 Act Filing Desk
Chesapeake Corporation/Sheffield, Inc.
Preliminary Consent Statement on Schedule 14A
Ladies and Gentlemen:
On behalf of Chesapeake Corporation, a Virginia corporation ("Chesapeake"),
and Sheffield, Inc., a Delaware corporation and a wholly owned subsidiary of
Chesapeake ("Purchaser"), we have enclosed for filing pursuant to Rule 14a-
6(a) promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") Amendment No. 1 to Preliminary Consent Statement on Schedule
14A, filed with the Securities Exchange Commission on December 3, 1999 (the
"Consent Statement"). The Consent Statement is to be used in connection with
the solicitation by Purchaser of consents of the holders of shares of common
stock, $0.01 par value per share, of Shorewood Packaging Corporation, a
Delaware corporation ("Shorewood"), to authorize certain actions as described
in the Consent Statement.
Please contact me at (804) 788-8787 or John Owen Gwathmey at (804) 788-8700
if you have any questions relating to this filing.
Yours truly yours,
/s/ Gary E. Thompson
Gary E. Thompson
Enclosures
cc:Mr. Thomas H. Johnson
J. P. Causey Jr., Esq.
