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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 16)
(FINAL AMENDMENT)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 16)
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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February 18, 2000
(Date of Event Which Requires Filing of This Statement)
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This Amendment No. 16 to Schedule 14D-1 supplements and amends the Tender
Offer Statement on Schedule 14D-1, filed on December 3, 1999 (as amended, 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. 16 to Schedule 14D-1 also constitutes
Amendment No. 16 to the statement on Schedule 13D of Purchaser and Chesapeake,
filed on November 30, 1999. This Amendment No. 16 to Schedule 14D-1 constitutes
the final amendment to the Schedule 14D-1.
Item 10. Additional Information
Item 10 is hereby amended and supplemented by adding thereto the following:
(f) The Offer expired at 12:00 Midnight, New York City time, on Friday,
February 18, 2000. No Shares were accepted for payment or paid for pursuant to
the Offer and all Shares previously tendered will be returned by the Depositary.
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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: February 22, 2000
CHESAPEAKE CORPORATION
By: /s/ J.P. Causey Jr.
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J. P. Causey Jr.
Senior Vice President, Secretary
& General Counsel
SHEFFIELD, INC.
By: /s/ J.P. Causey Jr.
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J. P. Causey Jr.
Vice President & Secretary
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