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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 15)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 15)
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 17, 2000
(Date of Event Which Requires Filing of This Statement)
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14D-1/13D/A
CUSIP No. 825 229 107
1. NAME OF REPORTING PERSONS
Chesapeake Corporation
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
54-0166880
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [__]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS BK; WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f) [__]
6. CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of Virginia
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,106,540 Shares (1)
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [__]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 14.9%
10. TYPE OF REPORTING PERSON HC; CO
(1) On November 26, 1999, Chesapeake Corporation entered into a stock purchase
agreement (the "Purchase Agreement") with Ariel Capital Management, Inc.,
an investment advisor with discretionary authority over its client's shares
of Shorewood Packaging Corporation, pursuant to which Chesapeake agreed to
purchase 4.1 million shares (the "Purchased Shares") of common stock of
Shorewood, subject to adjustment as set forth in the Purchase Agreement,
and Ariel agreed that, if Chesapeake commenced a public tender offer for
Shares prior to the closing of the Purchase Agreement, Ariel would use its
best efforts to exercise its discretionary authority to cause its clients
to tender such Purchased Shares in such tender offer and execute any
proxies or written consents with respect to such Purchased Shares in the
form solicited by Chesapeake in any proxy or written consent solicitation
commenced in connection with such tender offer. With respect to the
Purchased Shares, Chesapeake and Ariel may be deemed to be a "group" as
such term is defined in Rule 13d-5 promulgated under the Securities
Exchange Act of 1934, as amended; however, Chesapeake does not affirm the
existence of, and disclaims membership in, a group with Ariel. The Purchase
Agreement expressly provides that Ariel and its clients have reserved all
of their respective rights with respect to, and have no agreement,
arrangement or understanding with Chesapeake relating to, any Shares of
Shorewood other than the Purchased Shares.
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14D-1/13D/A
CUSIP No. 825 229 107
1. NAME OF REPORTING PERSONS
Sheffield, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Applied for.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [__]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f) [__]
6. CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 Shares
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [__]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) less than 1%
10. TYPE OF REPORTING PERSON CO
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This Amendment No. 15 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. 15 to Schedule 14D-1 also constitutes
Amendment No. 15 to the statement on Schedule 13D of Purchaser and Chesapeake,
filed on November 30, 1999.
Item 3. Past Contacts, Transactions or 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 February 17, 2000, Chesapeake issued the following press release:
[CHESAPEAKE CORPORATION LOGO]
CHESAPEAKE ISSUES STATEMENT REGARDING SHOREWOOD
Richmond, VA--February 17, 2000--Chesapeake Corporation (NYSE: CSK) today
announced that it will permit its tender offer for Shorewood Packaging
Corporation (NYSE: SWD) to expire at midnight, New York City time, on February
18, 2000 in accordance with its terms. Chesapeake has advised Shorewood that it
is withdrawing its request for a record date in connection with a solicitation
of Shorewood's stockholders. Chesapeake also noted that it reserves its right to
resume its efforts to acquire Shorewood should circumstances warrant.
Thomas H. Johnson, president and chief executive officer of Chesapeake
Corporation, said, "Chesapeake is a disciplined buyer and will only pursue
acquisitions at prices that make sense for Chesapeake's shareholders. We will
continue to pursue our strategic plan of redeploying capital to further
Chesapeake's growth and enhance shareholder value."
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 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-Investor Relations. 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
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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 admits 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.
###
For media relations, call: For investor relations, call:
Molly Remes William Tolley/Joel Mostrom
804-697-1110 804-697-1157/804-697-1147
Joele Frank/Josh Silverman
J. Frank Associates
212-355-4449 ext. 107/121
Item 10. Additional Information
Item 10 is hereby amended and supplemented by adding thereto the following:
(f) The Expiration Date of the Offer is currently set for 12:00 Midnight,
New York City time, on Friday, February 18, 2000. Chesapeake and Purchaser
presently intend to allow the Offer to expire on the Expiration Date.
Additionally, Chesapeake today withdrew its request that the Company Board fix a
record date in the Consent Solicitation related to the Offer. As indicated in
the text of the press release set forth above, Chesapeake reserves the right to
commence a tender offer for the Company and initiate a consent solicitation with
respect to the Company's Shares in the future if circumstances warrant.
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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 17, 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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