CHESAPEAKE CORP /VA/, PREC14A, 2000-01-28

CHESAPEAKE CORP /VA/
PREC14A, 2000-01-28
PAPERBOARD MILLS

Previous: CHESAPEAKE CORP /VA/, SC 14D1/A, 2000-01-28

Next: UNITED VANGUARD HOMES INC /DE, 10QSB, 2000-01-28

<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 (Amendment No. 1)

Filed by the Registrant [_]

Filed by a Party other than the Registrant [X]

Check the appropriate box:

[X] Preliminary Consent Statement [_] Confidential, For Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[_] Definitive Consent Statement

[_] Definitive Additional Materials

[_] 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:
<PAGE>

REVISED PRELIMINARY COPY--SUBJECT TO COMPLETION, DATED JANUARY 28, 2000

CONSENT STATEMENT

STOCKHOLDERS OF SHOREWOOD PACKAGING CORPORATION

SHEFFIELD, INC.

A WHOLLY OWNED SUBSIDIARY OF

CHESAPEAKE CORPORATION

This Consent Statement is being furnished by Sheffield, Inc. ("Purchaser"),
a Delaware corporation and a wholly owned subsidiary of Chesapeake
Corporation, a Virginia corporation ("Chesapeake"), to the holders (the
"Stockholders") of shares of common stock, par value $0.01 per share (the
"Common Stock"), of Shorewood Packaging Corporation, a Delaware corporation
("Shorewood" or the "Company"), in connection with the solicitation by
Purchaser of written consents from the Stockholders to authorize the actions
described below (the "Consent Solicitation"). This Consent Statement and the
accompanying WHITE consent card are first being sent to Stockholders on or
about , 2000.

THIS CONSENT SOLICITATION IS BEING MADE BY PURCHASER AND NOT ON BEHALF OF
THE BOARD OF DIRECTORS OF SHOREWOOD.

Your consent is important, no matter how many or how few shares of Common
Stock you own. Purchaser urges you to sign, date and return the enclosed WHITE
consent card.

Chesapeake urges you NOT to sign a BLUE consent revocation card.

Chesapeake and Purchaser urge you to read this entire Consent Statement
carefully. The information contained in this Consent Statement includes
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). While Section 21E of
the Exchange Act is not applicable to forward-looking statements made in
connection with a tender offer, it has not been judicially determined whether
the safe harbor provided by Section 21E of the Exchange Act applies to
forward-looking statements in a consent solicitation conducted in connection
with a tender offer. Such statements are indicated by words or phrases such as
"anticipates," "estimates," "projects," "believes," "intends," "expects" and
similar words and phrases. Forward-looking statements are subject to risks,
uncertainties and other factors which could cause actual results to differ
materially from future results expressed or implied by such forward-looking
statements. Such factors include, among others, the following: (i)
consummation of the proposed acquisition; (ii) the successful integration of
the Company into Chesapeake's operations after consummation of the proposed
acquisition; (iii) the retention of key employees within the sales, service,
design and manufacturing organizations of the Company; and (iv) Chesapeake's
ability to operate successfully within a more leveraged capital structure.
Given these uncertainties, prospective investors are cautioned not to
attribute undue certainty on such forward-looking statements. Chesapeake and
Purchaser disclaim any obligation to update any such factors or to publicly
announce the results of any revisions to any of the forward-looking statements
contained herein to reflect future events or developments.

Purchaser requests that completed, signed and dated WHITE consent cards be
returned to it on or before its publicly announced target date of ,
2000. A FAILURE TO SIGN, DATE AND RETURN THE WHITE CONSENT CARD IN A TIMELY
MANNER WILL HAVE THE SAME EFFECT AS A VOTE AGAINST PURCHASER'S PROPOSALS. If
you need assistance in voting your shares of Common Stock, please call
Purchaser's information agent, D.F. King & Co., Inc., toll free at 1-800-578-
5378.
<PAGE>

CERTAIN INFORMATION CONCERNING PARTICIPANTS

Chesapeake and Purchaser, and certain other persons named below, may be
deemed to be participants in the Consent Solicitation. 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 4.1 million Shares (as defined
below) of Shorewood, representing approximately 14.9% of the outstanding
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 (as defined below) 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. Goldman Sachs and DLJ may be deemed to be
"participants," as such term is defined in Schedule 14A promulgated under the
Exchange Act, in the Consent Solicitation; however, 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. For
additional information concerning the forgoing persons who may be deemed to be
participants in the Consent Solicitation, including the number of Shares
beneficially owned by such persons, see "Solicitation of Consents."

THE CONSENT SOLICITATION

Purchaser is soliciting consents to take the following actions
(collectively, the "Proposals") without a Stockholders' meeting, as permitted
by Delaware law and as further described herein:

Proposal No. 1. Amend Article III, Section 1 of the Amended and Restated
By-Laws of the Company in effect as of November 22, 1999, as amended by the
Company Board on December 15, 1999, and January 5, 2000 (the "Amended
Bylaws"), to remove the provision establishing a staggered board of
directors by deleting the second, third and fourth sentences of Article
III, Section 1 and inserting in lieu thereof the sentence "Directors shall
be elected annually to serve for one year terms" and amend Article III,
Section 2 of the Amended Bylaws by deleting in the third sentence the
phrase "at which directors of this class are to be elected";

2
<PAGE>

Proposal No. 2. Remove each of the nine current members of the Board of
Directors of Shorewood (the "Company Board") and any other person or
persons who may be members of the Company Board at the time the Proposals
become effective (other than the persons elected as a result of the
adoption of Proposal No. 4 set forth below);

Proposal No. 3. Amend Article III, Section 1 of the Amended Bylaws to fix
the number of directors of Shorewood at three, by deleting the phrase "to
consist of not less than three nor more than twelve directors, as shall be
determined by resolution of the Board of Directors from time to time" and
inserting in lieu thereof the phrase "to consist of three (3) directors";

Proposal No. 4. Elect each of Charles M. Elson, Claude B. Owen, Jr. and
John E. Stokely (together, the "Nominees") as a member of the Company
Board; and

Proposal No. 5. Repeal any amendments of the Amended Bylaws (whether
effected by supplement to, deletion from or revision of the Amended Bylaws)
adopted subsequent to January 5, 2000, and at or prior to the time the
Proposals become effective (other than amendments adopted as a result of
the adoption of Proposal No. 1 and No. 3 set forth above).

All of the Proposals are designed to expedite the prompt consummation of
Purchaser's proposed acquisition of the Company. Chesapeake and Purchaser are
prepared to commence immediate good faith negotiations with the Company Board
regarding the possibility of increasing the Offer (as defined below) after
appropriate due diligence and access to the Company's business plan, as well
as the possibility of utilizing alternatives to an all-cash structure that
could offer tax advantages to certain of the Company's Stockholders.

The Company has been unwilling to accept Chesapeake's proposed acquisition
of the Company. On December 3, 1999, Chesapeake and Purchaser filed a Tender
Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with the Securities
and Exchange Commission (the "Commission") and Purchaser commenced an offer to
purchase all outstanding shares of Common Stock of the Company, together with
the associated rights to purchase preferred stock (the "Rights") issued
pursuant to the Rights Agreement, dated as of June 12, 1995 (together with any
subsequent amendments thereto, the "Rights Agreement"), between the Company
and The Bank of New York, as Rights Agent (the Common Stock, together (unless
the context otherwise requires) with the Rights, being herein referred to as
the "Shares"), at $17.25 per Share, net to the seller in cash, upon 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 (which, together with any amendments or supplements thereto,
collectively constitute the "Offer").

The purpose of the Offer is to acquire for cash a majority of the
outstanding Shares of, and ultimately the entire equity interest in, the
Company. Purchaser currently intends, as soon as practicable upon consummation
of the Offer, to propose and seek to have the Company effect a merger or
similar business combination (the "Proposed Merger") between the Company and
Purchaser or an affiliate thereof, pursuant to which each then outstanding
Share (other than Shares held by the Company in treasury, or owned by
Chesapeake, Purchaser or any other direct or indirect wholly owned subsidiary
of Chesapeake, or Shares, if any, that are held by Stockholders who are
entitled to and who properly exercise appraisal rights under the Delaware
General Corporation Law (the "DGCL")) would be converted pursuant to the terms
of the Proposed Merger into the right to receive an amount in cash equal to
the per Share price paid pursuant to the Offer, without interest.

Chesapeake has entered into a stock purchase agreement with an investment
adviser with discretionary authority over its client's shares pursuant to
which Chesapeake has agreed to purchase approximately 4.1 million Shares (the
"Purchased Shares"), or approximately 14.9% of the Company's outstanding
Shares. Also, pursuant to such stock purchase agreement, the investment
adviser has agreed to use its best efforts to exercise its discretionary
authority to cause its clients to tender such Purchased Shares in the Offer
and to execute written consents with respect to such Purchased Shares in the
form solicited by Chesapeake in this Consent Solicitation. See Schedule III
hereto.

3
<PAGE>

This Consent Statement is neither a request for the tender of Shares nor an
offer with respect thereto. The Offer is being made only by means of the Offer
to Purchase and the related Letter of Transmittal.

The Offer is conditioned upon, among other things: (i) there being validly
tendered prior to the expiration of the Offer and not withdrawn a number of
Shares which, together with the Shares beneficially owned by Chesapeake and
its subsidiaries, including the Purchaser, will constitute at least a majority
of the outstanding Shares on a fully diluted basis as of the date the Shares
are accepted for payment pursuant to the Offer (the "Minimum Tender
Condition"); (ii) the Rights having been redeemed by the Company Board or
Purchaser otherwise being satisfied, in its reasonable discretion, that such
Rights are otherwise invalid or inapplicable to the Offer and the Proposed
Merger (the "Rights Condition"); (iii) the acquisition of Shares pursuant to
the Offer and the Proposed Merger having been approved pursuant to Section 203
of the DGCL ("Section 203") or Purchaser being satisfied, in its reasonable
discretion, that the provisions of Section 203 restricting certain business
combinations are invalid or inapplicable to the acquisition of Shares pursuant
to the Offer and the Proposed Merger (the "Section 203 Condition"); and (iv)
any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the "HSR Act"), and the regulations thereunder and any laws
of Canada, the European Union, any member state of the European Union, and any
other foreign jurisdictions applicable to the purchase of Shares pursuant to
the Offer having expired or been terminated. On December 18, 1999, the waiting
period under the HSR Act expired. The Offer is also subject to certain other
conditions described in Section 13 of the Offer to Purchase. The Offer is not
conditioned upon Chesapeake or Purchaser obtaining financing.

Purchaser believes that the current Company Board is unwilling to redeem the
Rights (or to amend the Rights Agreement to make the Rights inapplicable to
the Offer and the Proposed Merger) and to approve the Offer and the Proposed
Merger under Section 203 and thus permit the Offer and the Proposed Merger to
be consummated. Purchaser bases such belief upon the actions taken by the
Company Board in response to Chesapeake's initial offer to acquire Shorewood
and Chesapeake's repeated requests to meet with Shorewood to discuss the terms
of its offer. For example (See Schedule I hereto for a complete discussion of
the background of the Offer):

. Shorewood's immediate response to Chesapeake's initial offer to begin
friendly negotiations with respect to a possible acquisition of
Shorewood by Chesapeake for $16.50 per Share, which Chesapeake kept
highly confidential, was to (i) flatly reject Chesapeake's offer and
refuse to engage in any negotiations or discussions with regard to a
possible transaction, (ii) issue a press release publicly announcing
Shorewood's unsolicited offer to acquire Chesapeake and (iii) adopt the
Bylaw Amendments which, if upheld, would make it practically impossible
for (A) any offer by Chesapeake to succeed without the approval of the
Company Board or (B) for Shorewood's Stockholders to replace the Company
Board if they disagree with any of the Company Board's actions, because
the Company's directors and executive officers beneficially own nearly
24% of the outstanding Shares.

. On December 16, 1999, the Company filed with the Commission a
Solicitation/Recommendation Statement on Schedule 14D-9 (the
"Solicitation/Recommendation Statement"), in which the Company Board,
among other things: (i) unanimously recommended that Shorewood
Stockholders reject Chesapeake's Offer; (ii) publicly announced that, in
response to Chesapeake's Offer, it had adopted an Employee Severance
Plan (the "Employee Severance Plan"), benefiting only the Company's top
38 employees (including Mr. Marc P. Shore, the Company's Chairman and
Chief Executive Officer and several of the Company's other directors and
executive officers), that would cost the Company in excess of $20
million in the event such employees were terminated following the
acquisition of Shorewood by Chesapeake or any other third party; and
(iii) disclosed that it was exploring various strategic alternatives
with various third parties, but specifically excluding Chesapeake.

. On at least six occasions, Chesapeake has reiterated its willingness to
enter into immediate good faith friendly negotiations with respect to
its offer, often indicating that it might be willing to increase its
offer with appropriate due diligence and access to Shorewood's business
plan, that it would be willing to discuss alternatives to an all-cash
transaction that might offer tax-advantaged alternatives to Shorewood's
Stockholders, and stating its disappointment with the Company Board's
decision to

4
<PAGE>

specifically exclude Chesapeake from Shorewood's announced process of
exploring strategic alternatives with other third parties. See the text
of the following letters and press releases by Chesapeake included in
Schedule I hereto: press release, dated November 18, 1999; letter, dated
November 22, 1999; letter, dated December 15, 1999; press release, dated
December 16, 1999; letter, dated December 17, 1999; and press release,
dated December 21, 1999.

. On at least six occasions, Shorewood has written letters, issued press
releases or filed documents with the Commission either rejecting
Chesapeake's offer, refusing to meet with Chesapeake to discuss the
terms of Chesapeake's offer, recommending that Shorewood Stockholders
reject Chesapeake's offer, or refusing to include Chesapeake in
Shorewood's process of exploring strategic alternatives with other third
parties. See the text of the following letters, press releases and
Commission filings by Shorewood (the text of such letters and press
releases is included in Schedule I hereto): press release, dated
November 29, 1999; preliminary consent revocation materials on Schedule
14A, filed with the Commission on December 9, 1999;
Solicitation/Recommendation Statement on Schedule 14D-9, filed with the
Commission on December 16, 1999; letter, dated December 22, 1999; and
revised preliminary consent revocation materials on Schedule 14A, filed
with the Commission on December 28, 1999.

Because Shorewood's management team has repeatedly refused to meet with
Chesapeake and has attempted to entrench itself, via the Bylaw Amendments, and
enrich itself, via the Employee Severance Plan, Purchaser believes that the
current Company Board is unwilling to redeem the Rights (or to amend the
Rights Agreement to make the Rights inapplicable to the Offer and the Proposed
Merger) and to approve the Offer and the Proposed Merger under Section 203 and
thus permit the Offer and the Proposed Merger to be consummated. Therefore,
through the Proposals, Purchaser is seeking to elect to the Company Board
persons who will consider, consistent with their fiduciary duties to the
Company and its Stockholders, whether to redeem the Rights (or amend the
Rights Agreement to make the Rights inapplicable to the Offer and the Proposed
Merger) and approve the Offer and the Proposed Merger under Section 203, which
would satisfy the Rights Condition and the Section 203 Condition, and take
such other actions as may be required to expedite the prompt consummation of
the Offer and the Proposed Merger. Chesapeake and Purchaser expect that,
subject to their fiduciary duties under applicable law, the Nominees would
redeem the Rights (or amend the Rights Agreement to make the Rights
inapplicable to the Offer and the Proposed Merger) and approve the Offer and
the Proposed Merger under Section 203, which would satisfy the Rights
Condition and the Section 203 Condition, and take such other actions as may be
required to expedite the prompt consummation of the Offer and the Proposed
Merger. Therefore, adoption of the Proposals is expected to expedite the
prompt consummation of the Offer and the Proposed Merger.

Stockholders are being asked to give their consent to the Proposals on the
accompanying WHITE consent card. Each Proposal will become effective when
properly completed, unrevoked and effective consent cards (or other forms of
consent) indicating consent to such Proposal, signed by holders of record on
the record date for this Consent Solicitation (the "Record Date") of the
Requisite Number (as defined below) of the Shares then outstanding, are
delivered to Shorewood. The Record Date shall be determined as set forth in
this Consent Solicitation under "The Consent Procedure--General; Effectiveness
of Consents."

On December 3, 1999, Chesapeake and Purchaser commenced a lawsuit in the
Court of Chancery of the State of Delaware against the Company and its Board
of Directors seeking, among other things, an order (i) declaring that the
Company Board breached its fiduciary duties by adopting certain amendments to
the Company's bylaws, which amendments were first publicly announced on
December 2, 1999 (the "Bylaw Amendments"), which amendments, among other
things, purport to require the affirmative vote of holders of two-thirds of
the outstanding shares of Common Stock for the Stockholders to amend, add to,
alter or repeal the Company's bylaws (the "Super Majority Bylaw") and purport
to reserve to the Company Board the exclusive right to set the record date for
a solicitation of written consents from the Company's Stockholders (the
"Consent Record Date Bylaw"), (ii) declaring the Super Majority Bylaw and the
Consent Record Date Bylaw void, and enjoining the Company Board from
implementing the Super Majority Bylaw, the Consent Record Date Bylaw

5
<PAGE>

and the Bylaw Amendments as a whole, (iii) declaring that failure to redeem
the Rights or to render the Rights inapplicable to the Offer and the Proposed
Merger or to approve the Offer and the Proposed Merger would constitute a
breach of the Company Board's fiduciary duties under Delaware law, (iv)
invalidating the Rights or compelling the Company Board to redeem the Rights
or render the Rights inapplicable to the Offer and the Proposed Merger, (v)
declaring that failure to approve the Offer and the Proposed Merger for
purposes of Section 203 would constitute a breach of the Company Board's
fiduciary duties under Delaware law, (vi) compelling the Company Board to
approve the Offer and the Proposed Merger for purposes of Section 203,
(vii) enjoining the Company Board from taking any other actions designed to
impede or which have the effect of impeding the Offer, the Consent
Solicitation or the Proposed Merger and declaring that any such actions would
constitute a breach of the Company Board's fiduciary duties under Delaware
law, and (viii) enjoining the Company Board from taking any other actions to
impede, or refuse to recognize the validity of, the Consent Solicitation.

Also on December 3, 1999, Chesapeake and Purchaser commenced litigation
against the Company in the United States District Court for the District of
Delaware seeking, among other things, a declaratory judgment that Chesapeake
and Purchaser have disclosed all information required by, and are otherwise in
full compliance with, the Exchange Act and any other federal securities laws,
rules or regulations deemed applicable to the Offer and the Consent
Solicitation.

On December 16, 1999, the Company filed an answer to Chesapeake's complaint
in the Court of Chancery of the State of Delaware denying all material
allegations of Chesapeake's complaint. The Company also filed a counterclaim
seeking, among other things, an order (i) declaring that Chesapeake and
Purchaser are "interested stockholders" and "associates" of the Company within
the meaning of Section 203 (the "Section 203 Counterclaim"), (ii) declaring
that Chesapeake and Purchaser will remain "interested stockholders" and
"associates" of the Company during the entire time period prescribed by
Section 203, (iii) declaring that the refusal of the Company Board (as
currently constituted or to be constituted in the future within the time
period prescribed by Section 203) to take any action rendering Section 203
inapplicable to the Offer and the Proposed Merger does not constitute a breach
of fiduciary duty, (iv) declaring that the proposals to remove the members of
the Company Board found in Chesapeake's Consent Solicitation (the "Removal
Proposals") are invalid under Section 141 of the DGCL, and (v) preliminarily
and permanently enjoining Chesapeake, Purchaser, their affiliates and all
others acting in concert with them, from taking any action in furtherance of
the Removal Proposals.

Also on December 16, 1999, the Company filed an answer and counterclaim to
Chesapeake's complaint in the United States District Court for the District of
Delaware seeking, among other things, an order (i) declaring that Chesapeake's
and Purchaser's Schedule 14D-1 and Schedule 13D are materially false and
misleading, in violation of Sections 13(e) and 14(e) of the Exchange Act, and
(ii) preliminarily and permanently enjoining Chesapeake and Purchaser from
proceeding with the Offer in violation of Sections 13(e) and 14(e) of the
Exchange Act.

On January 5, 2000, Chesapeake and Purchaser filed a reply to Shorewood's
counterclaim in the Court of Chancery of the State of Delaware denying all
material allegations to Shorewood's counterclaim. On January 7, 2000,
Chesapeake and Purchaser filed a reply to Shorewood's counterclaim in the
United States District Court for the District of Delaware denying all material
allegations of Shorewood's counterclaim.

On January 5, 2000, the Company Board approved an amendment to the Super
Majority Bylaw which purports to reduce from two-thirds to 60% the requisite
number of affirmative votes of the outstanding shares of Common Stock for
Stockholders to amend, add to, alter or repeal the Company's bylaws (the
"Amended Super Majority Bylaw").

The Court of Chancery of the State of Delaware held a trial on January 11,
13 and 14, 2000, on certain of the issues in the matter of Chesapeake v.
Shore, et al., filed in the Court of Chancery of the State of Delaware on
December 3, 1999. Chesapeake and Purchaser have requested that the Court enter
an order, among other things, (i) declaring that the Company Board breached
its fiduciary duties to the Company's Stockholders under Delaware law by
adopting the Amended Super Majority Bylaw; (ii) declaring that the Amended
Super Majority Bylaw is ultra vires and void; (iii) enjoining the Company, its
directors, officers, employees and agents from relying on, implementing,
applying or enforcing the Amended Super Majority Bylaw; and (iv) dismissing
the Company's Section 203 Counterclaim. As of the date hereof, the Court has
not rendered a decision in this matter.

6
<PAGE>

If the Court grants the requested injunction or otherwise holds the Amended
Super Majority Bylaw to be ineffective, or if the Company Board repeals the
Amended Super Majority Bylaw, then the "Requisite Number" of the Shares
required to approve any of the Proposals will be a majority of the outstanding
Shares entitled to vote at a meeting of Stockholders. If the Court does not
grant the requested injunction or otherwise hold the Amended Super Majority
Bylaw to be ineffective and if the Company Board does not repeal the Amended
Super Majority Bylaw, then the "Requisite Number" of the Shares required to
approve Proposals 1, 3 and 5 will be 60% of the outstanding Shares. In any
event, the "Requisite Number" of Shares required to approve Proposals 2 and 4
will be a majority of the outstanding Shares (subject to Proposal 1 having
been approved by the Requisite Number of Shares applicable thereto).

If the Company Board has not approved the Offer, remains in office following
the consummation of the Offer (following Purchaser's waiver of the Section 203
Condition, which is not presently contemplated, and the satisfaction or waiver
of all other conditions to the Offer, including without limitation the
redemption or invalidation of the Rights) and does not approve the Proposed
Merger, Purchaser, in order to consummate the Proposed Merger, would first
have to elect a majority of the Company Board, which would then consider
whether, subject to their fiduciary duties, to approve the Proposed Merger.
Thereafter, the Proposed Merger would require the affirmative vote of 66 2/3%
of the outstanding Shares not owned (within the meaning of Section 203) by
Chesapeake or Purchaser, unless the transaction were not to occur for at least
three years following consummation of the Offer, or Purchaser purchased
pursuant to the Offer at least 85% of the Shares outstanding on the date of
the commencement of the Offer (excluding Shares owned by directors of the
Company who are also officers and certain employee stock plans), in which
event Chesapeake and Purchaser could approve the Proposed Merger without the
affirmative vote of any other Stockholders.

However, in the event that this Consent Solicitation does not succeed and
the Company Board has not approved the Offer and the Proposed Merger under
Section 203, thereby satisfying the Section 203 Condition, and redeemed the
Rights (or amended the Rights Agreement to make the Rights inapplicable to the
Offer and the Proposed Merger), thereby satisfying the Rights Condition, it is
unlikely that Chesapeake and Purchaser would waive such conditions. As a
result, it is likely the Offer would be terminated.

Each of Proposal Nos. 3-5 is conditioned upon the approval of Proposal No.
1. In addition, Proposal No. 2 is conditioned upon the approval of Proposal
No. 1 and at least one of the Nominees listed in Proposal No. 4 being elected
as a member of the Company Board. None of Proposal Nos. 3-5 is conditioned
upon the approval of any other of Proposal Nos. 3-5.

Because a Proposal will not become effective unless executed consents to
adopt such Proposal are returned by holders of record of the Requisite Number
of the Shares then outstanding on the Record Date, the following actions will
have the same effect as voting against such Proposal: (i) failing to execute
and return a consent with respect to such Proposal or (ii) executing and
returning a consent marked "ABSTAINS" or "WITHHOLDS CONSENT" with respect to
such Proposal.

Executing and returning a consent marked to indicate the withholding of
consent to the election of any Nominee will have the effect of a vote against
the election of such Nominee.

Adoption of the Proposals, including the removal of the current members of
the Company Board and election of the Nominees, is an important step toward
prompt consummation of the Offer and the Proposed Merger. Accordingly,
Purchaser urges you to promptly sign, date and mail the enclosed WHITE consent
card.

7
<PAGE>

Chesapeake urges you NOT to sign a BLUE consent revocation card.

You must separately tender your Shares pursuant to the Offer if you wish to
participate in the Offer. Executing a consent does not obligate you to tender
your Shares pursuant to the Offer, and your failure to execute a consent does
not prevent you from tendering your Shares pursuant to the Offer.

IMPORTANT

Only Stockholders of record on the Record Date are entitled to give their
consent to the Proposals. Thus:

1. If your Shares are held in your own name, please sign, date and mail
the enclosed WHITE consent card in the postage-paid envelope provided.

2. If your Shares are held in the name of a brokerage firm, bank nominee
or other institution, only such entity can execute a consent on your behalf
and only upon receipt of your specific instructions. Accordingly, you
should sign, date and mail the enclosed WHITE consent card in the envelope
provided by your broker.

If you have any questions or require any assistance in executing your
consent card, please call Purchaser's information agent D.F. King & Co., Inc.
at 1-800-578-5378 (toll free).

Purchaser requests that completed, signed and dated WHITE consent cards be
returned to it on or before its publicly announced target date of ,
2000. A FAILURE TO SIGN AND RETURN THE WHITE CONSENT CARD IN A TIMELY MANNER
WILL HAVE THE SAME EFFECT AS A VOTE AGAINST PURCHASER'S PROPOSALS.

REASONS FOR THE CONSENT SOLICITATION

Purchaser is soliciting consents to the Proposals in order to expedite the
prompt consummation of the Offer and the Proposed Merger. The purpose of the
Offer is to acquire for cash a majority of the outstanding Shares of, and
ultimately the entire equity interest in, the Company. Purchaser currently
intends, as soon as practicable upon consummation of the Offer, to propose and
seek to have the Company effect the Proposed Merger.

The consideration that would be received by Stockholders in the Offer and
the Proposed Merger reflects a substantial premium over the unaffected closing
price of the Shares of $13.38 per Share on November 17, 1999, the last full
trading day prior to the first public announcement of Purchaser's proposal to
acquire the Company. In the last twelve months, the Shares have traded from a
high of $20.44 on January 28, 1999 to a low of $11.75 on November 11, 1999.

The Nominees will consider, consistent with their fiduciary duties to the
Company and the Stockholders, whether to redeem the Rights (or amend the
Rights Agreement to make the Rights inapplicable to the Offer and the Proposed
Merger) and approve the Offer and the Proposed Merger under Section 203, which
would satisfy the Rights Condition and the Section 203 Condition, and take
such other actions as may be required to expedite the prompt consummation of
the Offer and the Proposed Merger. Chesapeake and Purchaser expect that,
subject to their fiduciary duties under applicable law, the Nominees would
redeem the Rights (or amend the Rights Agreement to make the Rights
inapplicable to the Offer and the Proposed Merger) and approve the Offer and
the Proposed Merger under Section 203, which would satisfy the Rights
Condition and the Section 203 Condition, and take such other actions as may be
required to expedite the prompt consummation of the Offer and the Proposed
Merger. Therefore, adoption of the Proposals is expected to expedite the
prompt consummation of the Offer and the Proposed Merger.

8
<PAGE>

THE PROPOSALS

PURCHASER RECOMMENDS THAT YOU DELIVER YOUR WHITE CONSENT CARD TO CONSENT TO
EACH OF THE PROPOSALS.

Set forth below is a description of the Proposals for which consents are
solicited hereby:

PROPOSAL NO. 1--REMOVAL OF PROVISION ESTABLISHING CLASSIFIED BOARD

The Amended Bylaws currently provide that the Company Board shall be divided
into three classes elected to serve for staggered terms of three years.
Proposal No. 1 provides for the amendment of Article III, Sections 1 and 2 of
the Amended Bylaws to remove the provision establishing a staggered board of
directors and to require the annual election of all directors. In particular,
the amendment would (i) delete the second, third and fourth sentences of
Article III, Section 1 and insert in lieu thereof the sentence "Directors
shall be elected annually to serve for one year terms" and (ii) delete in the
third sentence of Article III, Section 2 the phrase "at which directors of
this class are to be elected." With the annual election of directors, the
Company's Stockholders would have the ability to hold all directors
accountable on an annual basis.

PROPOSAL NO. 2--REMOVAL OF DIRECTORS

Proposal No. 2 provides for the removal of the nine current members of the
Company Board, Kevin J. Bannon, Sharon R. Fairley, Virginia A. Kamsky, Howard
M. Liebman, R. Timothy O'Donnell, Andrew N. Shore, Marc P. Shore, Leonard J.
Verebay and William P. Weidner, and any other person or persons who may be
members of the Company Board at the time the Proposals become effective (other
than the persons elected as a result of the adoption of Proposal No. 4, which
is described below).

PROPOSAL NO. 3--BYLAW AMENDMENT FIXING NUMBER OF DIRECTORS AT THREE

The Amended Bylaws currently provide that the Company Board shall consist of
not less than three nor more than twelve directors, as shall be determined by
resolution of the Company Board. Proposal No. 3 provides for the amendment of
Article III, Section 1 of the Amended Bylaws to fix the number of directors of
Shorewood at three. In particular, the amendment would delete the phrase "to
consist of not less than three nor more than twelve directors, as shall be
determined by resolution of the Board of Directors from time to time" in such
Section 1, and insert in lieu thereof the phrase "to consist of three (3)
directors."

PROPOSAL NO. 4--ELECTION OF NOMINEES

Proposal No. 4 provides for the election of the Nominees named in the table
below as the three directors of Shorewood, to serve until the next annual
meeting of Stockholders and until their successors have been duly elected and
qualified.

The receipt of consents from the holders of a majority of the Shares
outstanding on the Record Date consenting to the Nominees shall be sufficient
to elect the Nominees (subject to Proposal No. 1 having been approved by the
Requisite Number of Shares).

Purchaser's primary purpose in seeking to elect the Nominees to the Company
Board is for the Nominees to consider, subject to the Nominees' fiduciary
duties under applicable law, redeeming the Rights (or amending the Rights
Agreement to make the Rights inapplicable to the Offer and the Proposed
Merger) and approving the Offer and the Proposed Merger under Section 203,
thereby facilitating the consummation of Purchaser's acquisition of Shorewood.
However, if elected, the Nominees would be responsible for managing the
business and affairs of the Company.

Each director of the Company has an obligation under the DGCL to discharge
his or her duties as a director on an informed basis, in good faith, with the
care an ordinarily careful and prudent person in a like position would
exercise under similar circumstances and in a manner such director honestly
believes to be in the best interests of the Company.

9
<PAGE>

In this context, circumstances may arise in which the interests of Purchaser
and its affiliates, on the one hand, and the interests of other Stockholders,
on the other hand, may differ. Such circumstances could include, among other
things, taking action with regard to the Offer and the Proposed Merger or
considering other takeover proposals or offers for the Company made by third
parties.

Each of the Nominees has consented to being named herein as a nominee for
director of the Company and has agreed to stand for election as such a
director.

Although Purchaser has no reason to believe that any of the Nominees will be
unable to serve as directors, if any Nominee is not available to serve,
Purchaser expects that the remaining Nominee(s), upon taking office, would
fill the vacancy with an individual willing to consider and implement
acquisition proposals in the manner described herein.

The information below concerning age, business address, principal
occupation, employment history, directorships and beneficial ownership of
Common Stock of the Nominees has been furnished by the respective Nominees.

<TABLE>
<CAPTION>
Present Principal Occupation
Name, Age and and Five-Year Employment
Business Address History; Directorships
- ---------------- ------------------------------------------------------------
<S> <C>
Charles M. Elson (39) Professor of Law, Stetson University (Corporations, Torts)
Stetson University College of since 1990 and Of Counsel to the law firm of Holland &
Law Knight since 1995; Trustee of Talledega College; a Salvatori
1401 61/st/ Street, South Fellow of the Heritage Foundation; Director of Sunbeam
Saint Petersburg, Florida Corp., a consumer products company, and Nuevo Energy Co., an
33707 oil and gas development company.
Claude B. Owen, Jr. (54) Retired since May 1999; Former Chairman of the Board and
432 Hawthorne Drive Chief Executive Officer, DIMON Incorporated (successor to
Donville, Virginia 24541 Dibrell Brothers, Incorporated) from 1995 to May 1999, the
world's second largest tobacco merchant; former Chairman of
the Board, Chief Executive Officer and President, Dibrell
Brothers, Incorporated from 1993 to 1995; Director of
American National Bankshares Inc., a bank holding company.
John E. Stokely (46) Consultant since August 1999; Former Chairman of the Board
12112 Country Mills Court from 1998 to August 1999, President from 1995 to August 1999
Glen Allen, Virginia 23060 and Chief Executive Officer from 1996 to August 1999 of
Richfood Holdings, Inc., a food wholesaler and retailer;
former President and Chief Operating Officer from 1995 to
1996, Executive Vice President--Finance and Administration
from 1993 to 1995 and Senior Vice President--Finance and
Chief Financial Officer from 1991 to 1993 of Richfood
Holdings, Inc.; Director of Performance Food Group Company,
a food distributor, and Nash Finch Co., a food wholesaler
and retailer.
</TABLE>

Mr. Stokely was elected to the board of directors of Crown Books Corporation
("Crown") in May 1998 in connection with Richfood Holdings, Inc.'s acquisition
of Dart Group Corporation, Crown's parent company. Crown filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on July 14, 1998.

Except as disclosed in this Consent Statement (including the Schedules
hereto), none of Chesapeake, Purchaser, or, to the best knowledge of Purchaser
or Chesapeake, their respective directors or executive officers, the Nominees
or the other representatives of Purchaser or Chesapeake named in Schedule II
hereto, owns any securities of the Company or any parent or subsidiary of the
Company, beneficially or of record, has purchased or sold any such securities
within the past two years, or is or was within the past year a party to any
contract, arrangement or understanding with any person with respect to such
securities.

Except as disclosed in this Consent Statement (including the Schedules
hereto), to the best knowledge of Purchaser, Chesapeake, their directors or
executive officers, the Nominees and the other representatives of Purchaser or
Chesapeake named in Schedule II, none of their associates beneficially owns,
directly or indirectly, any securities of the Company or any parent or
subsidiary of the Company.

10
<PAGE>

Except as disclosed in this Consent Statement (including the Schedules
hereto), none of Purchaser, Chesapeake, or, to the best knowledge of Purchaser
and Chesapeake, their respective directors or executive officers, the
Nominees, the other representatives of Purchaser or Chesapeake named in
Schedule II hereto, or, to their best knowledge, their associates, has any
arrangement or understanding with any person (i) with respect to any future
employment by the Company or its affiliates or (ii) with respect to future
transactions to which the Company or any of its affiliates will or may be a
party, nor any material interest, direct or indirect, in any transaction that
has occurred since May 3, 1998, or any currently proposed transaction, or
series of similar transactions, which the Company or any of its affiliates was
or is to be a party and in which the amount involved exceeds $60,000.

Certain Nominees, directors and executive officers of Chesapeake or
Purchaser and/or their respective associates may also be directors or officers
of other companies and organizations that have engaged in transactions with
the Company or its subsidiaries in the ordinary course of business since May
3, 1998, but Chesapeake and Purchaser believe that the interest of such
persons in such transactions, if any, is not material.

Purchaser has agreed to reimburse each Nominee for out-of-pocket expenses
incurred in connection with this Consent Solicitation. Chesapeake has agreed
to make a donation of $25,000 on behalf of each Nominee to one or more
charities designated by each of the Nominees.

In addition, Purchaser has agreed to indemnify each Nominee, to the maximum
extent not prohibited by applicable law, against any amount which he is or
becomes legally obligated to pay relating to or arising out of any threatened,
pending or completed action, suit or proceeding made against or involving him
by reason of the fact that (i) he is or was or has agreed to be, in connection
with the Consent Solicitation, a nominee for election as a director of the
Company, (ii) he is or was a director of the Company, or (iii) at the request
of Purchaser, he is or was serving or has agreed to serve as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, or by reason of any action he is alleged to have
taken or omitted to take in any of the foregoing capacities or otherwise
relating to or arising out of the Consent Solicitation. Chesapeake has agreed
to guaranty Purchaser's obligations to indemnify each Nominee.

In addition, it is anticipated that each Nominee, if elected, would be
entitled to receive an appropriate pro rata portion of directors' fees paid
consistent with Shorewood's past practices. According to Shorewood's revised
preliminary consent revocation materials on Schedule 14A, filed with the
Commission on December 28, 1999 (the "Revised Preliminary Consent Revocation
Statement") during the fiscal year ended May 1, 1999, each director who was
not an officer or an employee of Shorewood received a director's fee of $8,000
per annum plus $2,000 for attendance at each meeting of the Company Board and
$1,000 for attendance at each meeting of a committee of the Company Board,
ordinarily excluding Company Board or committee meetings held by telephone
conference call attended, respectively. All directors of the Company are also
reimbursed for expenses.

As is described above under "The Consent Solicitation" and "Reasons For The
Consent Solicitation," the Nominees will consider, consistent with their
fiduciary duties to the Company and the Stockholders, whether to expedite the
prompt consummation of the Offer and the Proposed Merger by, among other
things, taking action to satisfy the Rights Condition and the Section 203
Condition. Chesapeake and Purchaser expect that, subject to their fiduciary
duties under applicable law, the Nominees would expedite the prompt
consummation of the Offer and the Proposed Merger by, among other things,
taking action to satisfy the Rights Condition and the Section 203 Condition.

PROPOSAL NO. 5--REPEAL OF BYLAWS ADOPTED SUBSEQUENT TO JANUARY 5, 2000

Proposal No. 5 provides for the repeal of any amendments of the Amended
Bylaws (whether effected by supplement to, deletion from or revision of the
Amended Bylaws) adopted subsequent to January 5, 2000, and at or prior to the
time the Proposals become effective (other than amendments adopted as a result
of the adoption of Proposal No. 1 and No. 3 set forth above).

On December 2, 1999, the Company publicly disclosed that the Company Board
had adopted the Amended Bylaws effective as of November 22, 1999. On December
16, 1999, the Company publicly disclosed that the

11
<PAGE>

Company Board had approved an amendment to the Amended Bylaws to correct a
typographical error in Article VI, Section 6 of the Amended Bylaws, effective
as of December 15, 1999. On January 5, 2000, the Company publicly disclosed
that the Company Board had approved an amendment to the Super Majority Bylaw,
which purports to require the affirmative vote of the holders of 60% of the
outstanding shares of Common Stock for Stockholders to amend, add to, alter or
repeal the Company's bylaws, effective as of January 5, 2000. Accordingly,
this Proposal No. 5 would not repeal any provision of the Amended Bylaws in
effect as of January 5, 2000 (although, as noted above, (i) Proposal No. 1 and
Proposal No. 3 would amend Article III, Sections 1 and 2 of the Amended
Bylaws, and (ii) Chesapeake and Purchaser have commenced a lawsuit challenging
the validity of the Bylaw Amendments). If, however, the Company Board has
adopted since January 5, 2000, or adopts at or prior to the time the Proposals
become effective, any amendment to the Amended Bylaws, this Proposal would
repeal such amendment so as to prevent the Board from creating new obstacles
to the effectiveness of the Proposals or the consummation of an acquisition of
Shorewood (pursuant to the Offer and the Proposed Merger or otherwise) and to
remove any existing undisclosed obstacles to the consummation of the
effectiveness of the Proposals or an acquisition of Shorewood (pursuant to the
Offer and the Proposed Merger or otherwise).

Chesapeake urges you NOT to sign a BLUE consent revocation card.

Executing a consent does not obligate you to tender your Shares pursuant to
the Offer, and your failure to execute a consent does not prevent you from
tendering your Shares pursuant to the Offer. However, if you wish to accept
Purchaser's Offer, you should sign, date and mail the enclosed WHITE consent
card.

THE PROPOSED ACQUISITION

Chesapeake and Purchaser are prepared to commence immediate good faith
negotiations with the Company Board regarding the possibility of increasing
the Offer after appropriate due diligence and access to the Company's business
plan, as well as the possibility of utilizing alternatives to an all-cash
structure that could offer tax advantages to certain of the Company's
Stockholders.

Between April 28, 1996, and October 26, 1999, Chesapeake had no contact with
the Company regarding any potential strategic transaction involving the
combination of the two companies. On October 26, 1999, Mr. Marc P. Shore,
Chairman of the Board & Chief Executive Officer of the Company, called
Mr. Thomas H. Johnson, President & Chief Executive Officer of Chesapeake, to
discuss a letter from the Company to Chesapeake regarding a proposal that
Shorewood acquire Chesapeake (the "Shorewood Proposal"). At a meeting on
November 10, 1999, Mr. Johnson (i) advised Mr. Shore that Chesapeake was not
for sale and that, after careful review, the Chesapeake Board had unanimously
determined that the Shorewood Proposal was inadequate and not in the best
interests of Chesapeake and its shareholders and (ii) proposed that Chesapeake
acquire the Company at a price of $16.50 per share in cash.

In response to Chesapeake's initial offer to begin friendly negotiations
with respect to a possible acquisition of Shorewood by Chesapeake, which
Chesapeake kept highly confidential, (i) Shorewood flatly rejected
Chesapeake's offer and refused to engage in any negotiations or discussions
with respect to a possible transaction, (ii) issued a press release publicly
announcing Shorewood's unsolicited offer to acquire Chesapeake and
(iii) adopted the Bylaw Amendments, thereby making it practically impossible
for (A) any offer by Chesapeake to succeed without the approval of the Company
Board or (B) Shorewood's Stockholders to replace the Company Board if they
disagree with any of the Company Board's actions, because the Company's
directors and executive officers beneficially own nearly 24% of the
outstanding Shares.

12
<PAGE>

On November 26, 1999, Chesapeake entered into a stock purchase agreement
(the "Purchase Agreement") with Ariel Capital Management, Inc. ("Ariel")
pursuant to which Ariel agreed to use its best efforts as investment adviser
to exercise its discretionary authority to cause Ariel's clients to sell
approximately 4.1 million Shares (the "Purchased Shares"), or approximately
14.9% of the Company's outstanding Shares, to Chesapeake at a purchase price
of $17.25 per Share. Also, pursuant to the Purchase Agreement, Ariel has
agreed to use its best efforts to exercise its discretionary authority to
cause its clients to tender such Purchased Shares in the Offer and to execute
written consents with respect to such Purchased Shares in the form solicited
by Chesapeake in this Consent Solicitation. See Schedule III hereto.

On December 3, 1999, Chesapeake commenced the Offer to acquire all of the
outstanding Shares for $17.25 in cash per Share.

On December 16, 1999, the Company filed with the Commission the
Solicitation/Recommendation Statement, in which the Company Board, among other
things: (i) unanimously recommended that Shorewood Stockholders reject
Chesapeake's Offer; (ii) publicly announced that, in response to Chesapeake's
Offer, it had adopted an Employee Severance Plan, benefiting only the
Company's top 38 employees (including Mr. Shore and several other directors
and executive officers), that would cost the Company in excess of $20 million
in the event such employees were terminated following the acquisition of
Shorewood by Chesapeake or any other third party; and (iii) disclosed that it
was exploring various strategic alternatives with various third parties,
specifically excluding Chesapeake.

On December 18, 1999, the HSR Act waiting period expired, thereby
eliminating that as a condition to the Offer.

To date, despite Chesapeake's repeated invitations to the Company Board to
commence negotiations, as evidenced by the letters and press releases made by
Chesapeake and discussed in Schedule I hereto, Shorewood's management team has
repeatedly refused to meet with Chesapeake and has taken actions to entrench
itself as evidenced by the letters, press releases and public filings made by
the Company and discussed in Schedule I hereto. See the discussion set forth
in "The Consent Solicitation."

If the Offer and Proposed Merger are to proceed, the Company Board must
approve the Proposed Merger and take all action necessary to satisfy the
conditions to the Offer, or the present members of the Company Board must be
removed and the Nominees elected in their place, who Chesapeake and Purchaser
expect, subject to their fiduciary duties as directors of the Company under
applicable law, would expedite the prompt consummation of the Offer and the
Proposed Merger.

13
<PAGE>

THE OFFER

On December 3, 1999, Purchaser commenced the Offer.

On November 17, 1999, the last full trading day prior to the public
disclosure that Chesapeake had made a proposal to acquire the Company for
$16.50 a Share, the closing price per Share reported on the New York Stock
Exchange was $13.38. On December 2, 1999, the last full trading day prior to
the commencement of the Offer, the closing price per Share reported on the New
York Stock Exchange was $15.69. On January 27, 2000, the last trading day
prior to the date of this Consent Statement, the closing price per Share
reported on the New York Stock Exchange was $15.63. In the last twelve months,
the Shares have traded from a high of $20.44 on January 28, 1999 to a low of
$11.75 on November 11, 1999.

Stockholders are urged to obtain a current market quotation for the Shares.

Complete information about the Offer is contained in the Offer to Purchase,
which is available upon request from D.F. King & Co., Inc., the Information
Agent for the Offer, by calling 1-800-578-5378, and in the Schedule 14D-1,
which was filed with the Commission on December 3, 1999. The Schedule 14D-1
and any amendments thereto, including exhibits, should be available for
inspection and copies should be obtainable in the manner set forth below under
"Chesapeake And Purchaser." For a description of the background of the Offer,
see Schedule I hereto.

Purpose of the Offer

The purpose of the Offer is to acquire for cash a majority of the
outstanding Shares of, and ultimately the entire equity interest in, the
Company. Purchaser currently intends, as soon as practicable upon consummation
of the Offer, to propose and seek to have the Company effect the Proposed
Merger between the Company and Purchaser or an affiliate thereof, pursuant to
which each then outstanding Share (other than Shares held by the Company in
treasury, or owned by Chesapeake, Purchaser or any other direct or indirect
wholly owned subsidiary of Chesapeake, or Shares, if any, that are held by
Stockholders who are entitled to and who properly exercise appraisal rights
under Delaware law) would be converted pursuant to the terms of the Proposed
Merger into the right to receive an amount in cash equal to the per Share
price paid pursuant to the Offer, without interest.

Certain Terms and Conditions of the Offer

The Offer is subject to the terms and conditions set forth in the Offer to
Purchase and the related Letter of Transmittal.

Certain terms of the Offer are summarized below:

Upon the terms and subject to the conditions set forth in the Offer,
Purchaser will accept for payment, and pay $17.25 per Share, net to the seller
in cash, for all Shares validly tendered on or prior to the Expiration Date
(as defined herein) and not withdrawn as permitted.

The term "Expiration Date," as extended, means 12:00 Midnight, New York City
time, on February 18, 2000, unless and until Purchaser shall, in its sole
discretion, have further extended the period for which the Offer is open, in
which event the term "Expiration Date" shall mean the latest time and date on
which the Offer, as so further extended by Purchaser, shall expire.

In addition to the Rights Condition and the Section 203 Condition described
above, the Offer is conditioned, among other things, upon the following:

The Minimum Tender Condition. The minimum tender condition conditions the
Offer upon there being validly tendered prior to the Expiration Date and not
withdrawn a number of Shares (the "Minimum Number of Shares") which, together
with the Shares beneficially owned by Purchaser and its affiliates, will
constitute a

14
<PAGE>

majority of the outstanding Shares on a fully diluted basis as of the date the
Shares are accepted for payment pursuant to the Offer (the "Minimum Tender
Condition").

Purchaser reserves the right (subject to the applicable rules and
regulations of the Commission) to waive or reduce the Minimum Tender Condition
and to elect to purchase, pursuant to the Offer, fewer than the Minimum Number
of Shares.

The Antitrust Condition. The Offer is conditioned on any waiting period
under the HSR Act and any laws of Canada, the European Union, any member state
of the European Union, and any other foreign jurisdictions applicable to the
purchase of Shares pursuant to the Offer having expired or been terminated. On
December 18, 1999, the waiting period under the HSR Act expired.

Certain other conditions to the Offer are described in Section 13 of the
Offer to Purchase. Purchaser reserves the right (but shall not be obligated)
to waive any or all such conditions.

The Offer is not conditioned upon Chesapeake or Purchaser obtaining
financing.

Certain Other Information About the Offer

Although the adoption of the Proposals is an important step toward
satisfying the conditions of the Offer, Stockholders are not being asked to
tender their Shares pursuant to this Consent Solicitation.

Purchaser has reserved the right to amend the terms of the Offer and the
Proposed Merger in light of future developments. Such developments could
include, without limitation, actions that Shorewood or the Company Board may
take and material adverse changes in Shorewood's business.

For information concerning a complaint filed by Chesapeake and Purchaser in
the Delaware Chancery Court relating to the Bylaw Amendments and certain of
Shorewood's anti-takeover defenses and a complaint filed in United States
District Court for the District of Delaware relating to Chesapeake's and
Purchaser's compliance with the federal securities laws, see "Litigation"
below.

THE CONSENT PROCEDURE

General; Effectiveness of Consents

Section 228 of the DGCL provides that, unless otherwise provided in the
certificate of incorporation of a corporation, any action required to be or
that may be taken at a meeting of stockholders may be taken without a meeting,
without prior notice and without a vote, if written consents setting forth the
action so taken, are signed, dated and delivered to the corporation by the
holders of outstanding shares having not less than the minimum number of votes
that would be necessary to take such action at a meeting at which all shares
entitled to vote thereon were present and voted.

The Certificate of Incorporation of Shorewood, as amended, does not prohibit
stockholder action by written consent.

The Amended Bylaws provide that the Company Board may fix a record date to
determine the Stockholders entitled to consent to corporate action in writing
without a meeting (the "Record Date"). The Record Date shall not precede the
date upon which the resolution fixing the Record Date is adopted by the
Company Board and shall not be more than ten days after the date upon which
the resolution fixing the Record Date is adopted by the Company Board. Any
Stockholder of record seeking to have the Stockholders authorize or take
corporate action by written consent shall, by written notice to the Secretary
of the Company, request the Company Board to fix a record date. The Company
Board shall promptly, but in all events within ten days after the date on
which such a request is received by the Secretary, adopt a resolution fixing
the Record Date. If no Record Date has been fixed

15
<PAGE>

by the Company Board within ten days of the date on which such a request is
received, the Record Date shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Company by delivery to its registered office in Delaware, its principal
place of business, or an officer or agent of the Company having custody of the
book in which proceedings of meetings of Stockholders are recorded.

On , 2000, Purchaser delivered a written notice to the Secretary of
Shorewood, requesting that the Company Board fix a Record Date. To date
Purchaser has not received any notice that the Company Board has fixed a
Record Date in connection with the consents subject to the Consent
Solicitation. If no Record Date has been fixed by the Company Board within ten
days of the date on which such request was delivered to the Secretary of
Shorewood, Purchaser will, as soon as practicable thereafter, deliver to the
Company a signed written consent, thereby setting the Record Date.

Each Proposal will become effective when properly completed, unrevoked and
effective consent cards (or other forms of consent) indicating consent to such
Proposal, signed by the holders of record on the Record Date of a Requisite
Number of the shares of Common Stock then outstanding, are delivered to
Shorewood, provided that the Requisite Number of consents is delivered within
60 days of the earliest dated consent delivered to Shorewood.

If the Proposals are adopted pursuant to this Consent Solicitation, prompt
notice will be given pursuant to Section 228(d) of the DGCL to eligible
Stockholders who have not executed and returned consent cards consenting to
each of the Proposals.

Because a Proposal will not become effective unless executed consent cards
to adopt such Proposal are returned by holders of record on the Record Date of
a Requisite Number of the Shares then outstanding, the following actions will
have the same effect as voting against such Proposal: (i) failing to execute
and return a consent with respect to such Proposal or (ii) executing and
returning a consent marked "ABSTAINS" or "WITHHOLDS CONSENT" with respect to
such Proposal.

Executing and returning a consent marked to indicate the withholding of
consent to the election of any Nominee will have the effect of a vote against
the election of such Nominee.

Procedural Instructions

If a Stockholder is a record holder of Shares as of the close of business on
the Record Date, such Stockholder may elect to consent to, withhold consent to
or abstain with respect to each Proposal by marking the "CONSENTS," "WITHHOLDS
CONSENT" or "ABSTAINS" box, as applicable, underneath each such Proposal on
the accompanying WHITE consent card and signing, dating and returning it
promptly in the enclosed envelope.

In addition, a Stockholder may withhold consent to the removal of any
individual member of the Company Board or to the election of any individual
Nominee by writing such person's name where indicated on the consent card. The
effectiveness of each of Proposal Nos. 3-5 is conditioned upon the approval of
Proposal No. 1. In addition, Proposal No. 2 is conditioned upon the approval
of Proposal No. 1 and at least one of the Nominees listed in Proposal No. 4
being elected as a member of the Company Board. None of Proposal Nos. 3-5 is
conditioned upon the approval of any other of Proposal Nos. 3-5. If a
Stockholder returns a consent card that is signed and not marked with respect
to any Proposal, such Stockholder will thereby consent to that Proposal in its
entirety, except that such Stockholder will not thereby consent to the removal
of any member of the Board or the election of any Nominee whose name is
written by the Stockholder on the consent card.

Under the DGCL, only Stockholders of record on the Record Date are eligible
to give their consent to the Proposals. Therefore, Purchaser urges each
Stockholder, even if such Stockholder has subsequently sold its Shares, to
grant its consent pursuant to the enclosed WHITE consent card with respect to
all Shares held as of the Record Date. The failure to consent by a former
Stockholder who was a Stockholder on the Record Date may adversely affect
those who continue to be Stockholders.

16
<PAGE>

In addition, if your Shares are held in the name of a brokerage firm, bank
nominee or other institution, only such entity can execute a consent on your
behalf and only upon receipt of your specific instructions. Accordingly, you
should sign, date and mail the enclosed WHITE consent card in the envelope
provided by your broker.

Revocation of Consents

A Proposal will not become effective unless executed consents to adopt such
Proposal are returned by holders of record on the Record Date of a Requisite
Number of the Shares then outstanding. Executed consents with respect to any
Proposal may be revoked at any time prior to the time that such Proposal
becomes effective, provided that a written, dated revocation that clearly
identifies the consent being revoked is executed and delivered either to (i)
Purchaser in care of Corporate Election Services, P.O. Box 1150, Pittsburgh,
Pennsylvania 15230, or (ii) the principal executive offices of the Company at
277 Park Avenue, New York, New York 10172.

A revocation may be in any written form validly signed by the record holder
as long as it clearly states that the consent previously given is no longer
effective. Purchaser requests that a copy of any revocation sent to the
Company be sent to Purchaser at the above address so that Purchaser may more
accurately determine if and when consents to the Proposals have been received
from the holders of record on the Record Date of a Requisite Number of the
Shares then outstanding. You may revoke any previous consent revocation,
including a previously signed BLUE consent revocation card, by SUBSEQUENTLY
completing, signing, dating and returning the WHITE consent card included with
this Consent Statement.

Appraisal Rights

Holders of Shares do not have appraisal rights as a result of the Offer.
However, if the Proposed Merger is consummated, each holder of Shares whose
Shares are to be converted in the Proposed Merger and who has neither voted in
favor of the Proposed Merger nor consented thereto in writing will be entitled
to an appraisal by the Delaware Court of Chancery of the fair value of such
Stockholder's Shares, exclusive of any element of value arising from the
accomplishment or expectation of the Proposed Merger, together with a fair
rate of interest, if any, to be paid. In determining such fair value, the
Court may consider all relevant factors. The value so determined could be more
or less than the consideration to be paid in the Offer and the Proposed
Merger. Any judicial determination of the fair value could be based upon
considerations other than or in addition to the market value of the Shares,
including, among other things, asset values and earning capacity.

If any holder of Shares who demands appraisal under Section 262 of the DGCL
fails to perfect, or effectively withdraws or loses such Stockholder's right
to appraisal as provided in the DGCL, the Shares of such Stockholder will be
converted into the right to receive the merger consideration pursuant to the
Proposed Merger.

The foregoing discussion is not a complete statement of law pertaining to
appraisal rights under the DGCL and is qualified in its entirety by the full
text of Section 262 of the DGCL.

Failure to follow the steps required by Section 262 of the DGCL for
perfecting appraisal rights may result in the loss of such rights.

CHESAPEAKE AND PURCHASER

Chesapeake, a Virginia corporation headquartered in Richmond, Virginia, is
primarily engaged in the manufacture and sale of specialty packaging, point-
of-purchase displays and merchandising services. Chesapeake conducts its
business in two segments. Chesapeake's Merchandising and Specialty Packaging
segment produces and sells point-of-sale displays, graphic packaging and
corrugated shipping containers and provides merchandising services. The
European Specialty Packaging segment, which is comprised of the Field Group
plc operations, produces folding cartons for food/consumer and
pharmaceutical/healthcare companies. Chesapeake's common stock is listed on
the New York Stock Exchange and, as of January 27, 2000, Chesapeake had a
market capitalization of $457.0 million.

17
<PAGE>

Chesapeake is subject to the informational requirements of the Exchange Act
and, in accordance therewith, files reports relating to its business,
financial condition and other matters. Information, as of particular dates,
concerning Chesapeake is required to be disclosed in reports, proxy statements
and other information filed with the Commission. Such reports, proxy
statements and other information should be available for inspection at the
Commission and copies may be obtained from the Commission, upon payment of the
Commission's customary charges, by writing to its principal office at 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 and can be
obtained electronically on the Commission's website at http://www.sec.gov.
Copies of the Schedule 14D-1, including the Offer to Purchase that forms a
part thereof, may be obtained in the same manner. Such materials should also
be available for inspection at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005.

Purchaser is a Delaware corporation and to date has engaged in no activities
other than those incident to its formation and the commencement of the Offer.
Purchaser is a wholly owned subsidiary of Chesapeake and is the record owner
of 100 Shares. The principal executive offices of Purchaser are located at
1021 East Cary Street, Richmond, Virginia 23218-2350.

As of January 27, 2000, Chesapeake was the beneficial owner of approximately
4.1 million Shares, or approximately 14.9% of the Shares reported by the
Company to be outstanding as of September 1, 1999, and Purchaser was the
record holder of an aggregate of 100 Shares. Schedule III hereto sets forth
with respect to such Shares (i) each date of purchase, (ii) the number of
Shares purchased each such day and (iii) the average price paid therefor.

Except as described in this Consent Statement (including the Schedules
hereto), none of Purchaser, Chesapeake or, to the best knowledge of Purchaser,
any of the persons listed in Schedule II hereto, or any associate or majority
owned subsidiary of Purchaser, Chesapeake or any of the persons so listed,
beneficially owns any equity security of the Company, and none of Purchaser,
Chesapeake or, to the best knowledge of Purchaser, any of the other persons
referred to above, or any of the respective directors, executive officers or
subsidiaries of any of the foregoing, has effected any transaction in any
equity security of the Company during the past 60 days. Purchaser and
Chesapeake disclaim beneficial ownership of any Shares owned by any pension
plan of Chesapeake or any affiliate of Chesapeake.

Certain information about certain directors, executive officers, employees
and other representatives of Purchaser who, in each case, may also assist in
soliciting proxies, is set forth in the attached Schedule II.

Schedule III sets forth certain information relating to Shares owned by
Purchaser, certain individuals and the Nominees and certain transactions
between any of them and Shorewood. Schedule IV sets forth certain information,
as made available in the Company's Revised Preliminary Consent Revocation
Statement regarding Shares held by Shorewood's directors and executive
officers.

LITIGATION

18
<PAGE>

would constitute a breach of the Company Board's fiduciary duties under
Delaware law, (vi) compelling the Company Board to approve the Offer and the
Proposed Merger for purposes of Section 203 of the DGCL, (vii) enjoining the
Company Board from taking any other actions designed to impede or which have
the effect of impeding the Offer, this Consent Solicitation or the Proposed
Merger and declaring that any such actions would constitute a breach of the
Company Board's fiduciary duties under Delaware law, and (viii) enjoining the
Company Board from taking any other actions to impede, or refuse to recognize
the validity of, this Consent Solicitation.

On December 3, 1999, Chesapeake was served with notice that an alleged
shareholder of Chesapeake had filed, in the Circuit Court of the City of
Richmond, Virginia, a Derivative Bill of Complaint (the "Derivative
Complaint") against nine of Chesapeake's directors, as defendants, and
Chesapeake, as nominal defendant. The Derivative Complaint seeks, among other
things, an order (i) declaring that the Chesapeake Board had breached its
fiduciary duties to Chesapeake and (ii) granting rescission of Chesapeake's
Rights Agreement, dated as of March 15, 1998.

On December 16, 1999, the Company filed an answer to Chesapeake's complaint
in the Court of Chancery of the State of Delaware denying all material
allegations of Chesapeake's complaint. The Company also filed a counterclaim
seeking, among other things, an order (i) declaring that Chesapeake and
Purchaser are "interested stockholders" and "associates" of the Company within
the meaning of Section 203 of the DGCL (the "Section 203 Counterclaim"), (ii)
declaring that Chesapeake and Purchaser will remain "interested stockholders"
and "associates" of the Company during the entire time period prescribed by
Section 203 of the DGCL, (iii) declaring that the refusal of the Company Board
(as currently constituted or to be constituted in the future within the time
period prescribed by Section 203 of the DGCL) to take any action rendering
Section 203 of the DGCL inapplicable to the Offer and the Proposed Merger does
not constitute a breach of fiduciary duty, (iv) declaring that the proposals
to remove the members of the Company Board found in Chesapeake's Consent
Solicitation (the "Removal Proposals") are invalid under Section 141 of the
DGCL, and (v) preliminarily and permanently enjoining Chesapeake, Purchaser,
their affiliates and all others acting in concert with them, from taking any
action in furtherance of the Removal Proposals.

On December 27, 1999, Chesapeake and nine of Chesapeake's directors filed a
Demurrer and Special Plea in the Circuit Court of the City of Richmond,
Virginia, in response to the Derivative Complaint requesting that the Court
dismiss the Derivative Complaint or enter judgment for the defendants because,
among other things, (i) the plaintiff does not have standing and has failed to
meet the legal requirements for bringing a shareholder derivative action, (ii)
the claim with respect to Chesapeake's Rights Agreement is barred by the
applicable statute of limitations, and (iii) the Chesapeake Board did not
breach its fiduciary duties to Chesapeake.

On January 5, 2000, Chesapeake and Purchaser filed a reply to Shorewood's
counterclaim in the Court of Chancery of the State of Delaware denying all
material allegations of Shorewood's counterclaim. On January 7, 2000,
Chesapeake and Purchaser filed a reply to Shorewood's counterclaim in the
United States District Court for the District of Delaware denying all material
allegations of Shorewood's counterclaim.

19
<PAGE>

On January 5, 2000, the Company Board approved the Amended Super Majority
Bylaw which purports to require the affirmative vote of the holders of 60% of
the outstanding shares of Common Stock for Stockholders to amend, add to,
alter or repeal the Company's bylaws.

The Court of Chancery of the State of Delaware held a trial on January 11,
13 and 14, 2000, on certain of the issues in the matter of Chesapeake v.
Shore, et al., filed in the Court of Chancery of the State of Delaware on
December 3, 1999. Chesapeake and Purchaser have requested that the Court enter
an order, among other things, (i) declaring that the Company Board breached
its fiduciary duties to the Company's Stockholders under Delaware law by
adopting the Amended Super Majority Bylaw; (ii) declaring that the Amended
Super Majority Bylaw is ultra vires and void; (iii) enjoining the Company, its
directors, officers, employees and agents from relying on, implementing,
applying or enforcing the Amended Super Majority Bylaw and (iv) dismissing the
Company's Section 203 Counterclaim. As of the date hereof, the Court has not
rendered a decision in this matter.

20
<PAGE>

OWNERSHIP OF COMMON STOCK

Each share of Common Stock is entitled to one vote, and the Common Stock is
the only class of securities of Shorewood currently entitled to vote.
According to Shorewood's Annual Report on Form 10-K for the fiscal year ended
May 1, 1999, there were approximately 237 holders of record of Shares, and
according to Shorewood's Quarterly Report on Form 10-Q for the quarterly
period ended October 30, 1999, there were 27,367,000 Shares outstanding as of
December 1, 1999.

The following table sets forth the share ownership of all persons who own
beneficially more than 5% of Shorewood's outstanding Shares as reported
(except with respect to Shares beneficially owned by Chesapeake) in
Shorewood's Revised Preliminary Consent Revocation Statement.

<TABLE>
<CAPTION>
Amount and Nature of Approximate
Beneficial Ownership Percent of
Name and Address of of Shares of Common Outstanding
Beneficial Owner Stock Common Stock
------------------- -------------------- ------------
<S> <C> <C>
Marc P. Shore(1)............................. 4,750,485 17.38%
c/o Shorewood Packaging Corporation
277 Park Avenue New York, New York 10172-
0124

Ariel Capital Management, Inc.(2)............ 5,615,882 20.54%
307 North Michigan Avenue
Chicago, Illinois 60601

Chesapeake Corporation(3).................... 4,105,049 14.99%
1021 East Cay Street
Richmond, Virginia 23218-2350

Brinson Partners, Inc.(4).................... 1,548,722 5.66%
209 South LaSalle
Chicago, Illinois 60604-1295

T. Rowe Price Associates, Inc.(5)............ 1,421,500 5.20%
100 E. Pratt Street
Baltimore, Maryland 21202
</TABLE>
- --------
(1) Marc P. Shore is the Chairman and Chief Executive Officer of the Company.

The Shares reflected include: (1) 1,007,687 Shares owned outright by Marc
P. Shore, of which (a) 85,650 Shares are restricted shares awarded pursuant
to the Company's Long Term Incentive Program and are subject to forfeiture
and (b) 44,562 Shares are held by Shorewood as collateral for a $527,316
loan in connection with the exercise of options; (2) 348,478 Shares which
could be acquired on or within 60 days after December 10, 1999, upon the
exercise of stock options granted under the Company's incentive and stock
option plans (collectively, the "Incentive Plans"); (3) 589,062 Shares held
by a marital trust created under the will of Paul B. Shore for the benefit
of his wife (the "Marital Trust") (see discussion below); (4) 2,700,000
Shares held by the Shore Family Partnership, L.P., a California limited
partnership (the "Family Partnership") (see discussion below); and (5)
108,258 Shares held by a marital trust created for the benefit of the wife
of Paul B. Shore).

The Marital Trust is a testamentary trust for the benefit of Paul B.
Shore's wife created under the terms of his will. By the terms of the will,
Marc P. Shore has sole voting power with respect to all Shares owned by the
Marital Trust. Dispositive power over these Shares is shared with the co-
trustees. The Marital Trust also held 3,900 Shares as of December 1, 1999.
Marc P. Shore disclaims beneficial ownership with respect to 3,900 of such
Shares.

21
<PAGE>

The Family Partnership is an investment partnership for the benefit of
Marc P. Shore and the other children of Paul B. Shore and Ellen Shore. The
Family Partnership terminates on January 1, 2030, subject to earlier
termination by operation of law or under the terms of the Limited
Partnership Agreement. By virtue of his control over the Shore Family LLC,
which is the sole general partner of the Family Partnership, Marc P. Shore
has effective decision-making power with respect to all Shares owned by the
Family Partnership. The Family Partnership owned 2,700,000 Shares as of
December 10, 1999. Marc P. Shore disclaims beneficial ownership as to
2,459,970 of such Shares.

(2) Represents Shares held by investment advisory clients of Ariel. On
November 26, 1999, Chesapeake entered into the Purchase Agreement with
Ariel pursuant to which Chesapeake agreed to purchase 14.9% of Shorewood's
outstanding Shares (the "Purchased Shares"), or approximately 4.1 million
Shares, at a purchase price of $17.25 per Share. Pursuant to the Purchase
Agreement, Ariel agreed to use its best efforts to exercise its
discretionary authority to cause its clients (i) to tender the Purchased
Shares in the Offer and (ii) to execute written consents with respect to
the Purchased Shares in the form solicited by Chesapeake in the Consent
Solicitation. This information is based solely upon the contents of
filings made pursuant to Section 13 of the Exchange Act by Ariel.

(3) Represents 100 Shares owned of record by Purchaser and 4,104,949 Shares
beneficially owned by Chesapeake pursuant to the Purchase Agreement. On
November 26, 1999, Chesapeake entered into the Purchase Agreement with
Ariel pursuant to which Chesapeake agreed to purchase what was then 14.9%
of Shorewood's outstanding Shares (the "Purchase Shares"), or
approximately 4.1 million Shares, at a purchase price of $17.25 per Share.
Since that date, the number of issued and outstanding Shares has
decreased. In accordance with the Purchase Agreement, the number of
Purchased Shares shall be reduced to one Share less than the number of
Shares that, if purchased, would cause Chesapeake to be deemed (A) an
"Acquiring Person" as defined in Shorewood's Rights Agreement, or (B) an
"interested stockholder" within the meaning of Section 203 of the DGCL. As
of December 1, 1999, the latest date as of which the total number of
Shorewood Shares outstanding was publicly disclosed, Chesapeake would be
obligated to purchase 4,104,949 shares pursuant to the Purchase Agreement.

(4) Represents Shares held in managed discretionary accounts for advisory
clients which are advised by Brinson Partners, Inc. and/or its parent, UBS
AG, Inc. This information is based solely upon the contents of filings
under Section 13 of the Exchange Act made by Brinson Partners, Inc.

(5) Represents Shares held in managed discretionary accounts for advisory
clients which are advised by T. Rowe Price Associates, Inc. This
information is based solely upon the contents of filings made pursuant to
Section 13 of the Exchange Act by T. Rowe Price Associates, Inc.

For information relating to the ownership of Common Stock by the current
directors and executive officers of Shorewood, see Schedule IV hereto.

The information concerning Shorewood contained in this Consent Statement has
been taken from or is based upon documents and records on file with the
Commission and other publicly available information. Purchaser has no
knowledge that would indicate that statements relating to Shorewood contained
in this Consent Statement in reliance upon publicly available information are
inaccurate or incomplete. Purchaser, however, has not been given access to the
books and records of Shorewood, was not involved in the preparation of such
information and statements, and is not in a position to verify, or make any
representation with respect to the accuracy or completeness of, any such
information or statements.

The Revised Preliminary Consent Revocation Statement of Shorewood contains
additional information concerning the Shares, beneficial ownership of the
Shares by, and other information concerning, Shorewood's directors and
executive officers, compensation paid to executive officers, and the principal
holders of the Shares. Such information, which Purchaser has not independently
verified, is incorporated by reference in this Consent Statement, in reliance
on Shorewood.

22
<PAGE>

SOLICITATION OF CONSENTS

Consents will be solicited by mail, telephone, telegraph, telex, telecopier
and advertisement and in person. Solicitation may be made by directors,
officers, investor relations personnel and other regular employees of
Chesapeake and its subsidiaries, including Purchaser.

No such employees will receive additional compensation for such
solicitation.

Banks, brokerage houses and other custodians, nominees and fiduciaries will
be requested to forward the solicitation materials to the beneficial owners of
Shares for which they hold of record and Purchaser will reimburse them for
their reasonable out-of-pocket expenses.

Chesapeake and Purchaser, and certain other persons named below, may be
deemed to be participants in the Consent Solicitation. 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 4.1 million Shares of Shorewood,
representing approximately 14.9% of the outstanding 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).

Purchaser has retained D.F. King & Co., Inc. ("D.F. King") to assist and to
provide advisory services in connection with this Consent Solicitation for
which D.F. King will be paid a fee estimated to be not more than $300,000 and
will be reimbursed for reasonable out-of-pocket expenses. It is anticipated
that approximately 150 persons will be employed by D.F. King to solicit
Stockholders. Purchaser will indemnify D.F. King against certain liabilities
and expenses in connection with the Consent Solicitation, including
liabilities under the federal securities laws.

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 Purchasers 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 reimbursements
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.
Goldman Sachs and DLJ may be deemed to be "participants," as such term is
defined in Schedule 14A promulgated under the Exchange Act, in the Consent
Solicitation; however, 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

23
<PAGE>

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. The principal business address of all
representatives who are employees of Goldman Sachs named above is: Goldman,
Sachs & Co., 85 Broad Street, New York, New York 10004. The principal business
address of all representatives who are employees of DLJ named above is:
Donaldson, Lufkin & Jenrette Securities Corporation, 277 Park Avenue, New
York, New York 10172.

Other than as set forth herein, to the knowledge of Chesapeake and
Purchaser, none of Chesapeake, Purchaser, any of their associates or other
representatives, or other persons known to Chesapeake or Purchaser who may
solicit consents, (i) has engaged in or has a direct or indirect interest in
any transaction or series of transactions since the beginning of Shorewood's
last fiscal year or in any currently proposed transaction, to which Shorewood
or any of its subsidiaries is a party where the amount involved was in excess
of $60,000, (ii) is the beneficial or record owner of any securities of
Shorewood or any parent or subsidiary thereof, (iii) is the record owner of
any securities of Shorewood of which it may not be deemed to be the beneficial
owner, (iv) has, within the past two years, purchased or sold securities of
Shorewood, (v) has been within the past year, a party to any contract,
arrangement or understanding with any person with respect to any securities of
Shorewood, (vi) has any agreement or understanding with respect to any future
transactions to which Shorewood will or may be a party, or (vii) has any other
interest, direct or indirect, in Shorewood, by security holding or otherwise.

The expenses related directly to the Consent Solicitation are expected to
aggregate $ and will be borne by Chesapeake and Purchaser. These expenses
include any fees and expenses for attorneys, public relations and financial
advisers, solicitors, advertising, printing, transportation, litigation and
other costs incidental to the solicitation, but exclude costs represented by
salaries and wages of regular employees and officers of Chesapeake and
Purchaser and expenses related primarily to the Offer and the Proposed Merger.

Of the above stated amount, approximately $ has been spent to date.

Chesapeake and Purchaser do not intend to seek reimbursement of their
expenses related to the Consent Solicitation from Shorewood whether or not the
Consent Solicitation is successful.

If you have any questions concerning this Consent Solicitation or the
procedures to be followed to execute and deliver a consent, please contact
D.F. King & Co., Inc. at the telephone number specified below.

SHEFFIELD, INC.

January 28, 2000

24
<PAGE>

IMPORTANT

Only Stockholders of record on the Record Date are entitled to give their
consent to the Proposals. Thus:

1. If your Shares are held in your own name, please sign, date and mail
the enclosed WHITE consent card in the postage-paid envelope provided.

If you have any questions or require any assistance in executing your
consent, please call D.F. King & Co., Inc. at 1-800-578-5378 (toll-free).

Completed, signed and dated WHITE forms of consent should be mailed promptly
to Purchaser in care of Corporate Election Services, P.O. Box 1150,
Pittsburgh, Pennsylvania 15230. A postage paid envelope has been provided for
your convenience.

Chesapeake urges you NOT to sign a BLUE consent revocation card.

25
<PAGE>

SCHEDULE I

BACKGROUND OF THE OFFER

Between April 28, 1996, and October 26, 1999, Chesapeake had no contact with
the Company regarding any potential strategic transaction involving the
combination of the two companies. In the ordinary course of its business,
Chesapeake is engaged in the ongoing evaluation of potential candidates for
acquisitions and strategic transactions. As part of the development of
Chesapeake's strategy of divesting capital intensive, cyclical, commodity
businesses and focusing on value-added, specialty packaging businesses,
Chesapeake identified the Company as a potential acquisition target at least
as early as May 1998. In connection with the acquisition of Field Group plc
("Field Group") by Chesapeake in the first quarter of 1999, a preliminary
discussion with the Company took place centered on potential business
synergies between one or more Field Group plants and the Company. During two
meetings and a series of telephone calls during the summer of 1999,
representatives of Chesapeake and the Company discussed primarily
opportunities for alliances or transactions related to specific target markets
or individual plants. In their meetings and phone calls during the summer of
1999, representatives of Chesapeake and the Company did not discuss
opportunities for a business combination or potential strategic transaction
involving the companies. These discussions did not result in any negotiations
or proposals concerning a business combination.

On October 26, 1999, Mr. Marc P. Shore, Chairman of the Board & Chief
Executive Officer of the Company ("Mr. Shore"), called Mr. Thomas H. Johnson,
President & Chief Executive Officer of Chesapeake ("Mr. Johnson"), to discuss
the following letter which Mr. Johnson received on October 27, 1999:

October 26, 1999

STRICTLY CONFIDENTIAL

The Board of Directors
Chesapeake Corporation
1021 East Cary Street
Richmond, VA 23218

ATTENTION: Mr. Thomas H. Johnson, Chief Executive Officer

Dear Tom:

As you know, you and I have had a number of discussions regarding various
business arrangements between Shorewood and Chesapeake. I believe it is in
both of our companies' and their respective shareholders' best interest to
move these discussions forward. The purpose of this letter is to propose that
Shorewood acquire Chesapeake at a substantial premium to your current market
value. Shorewood's Board of Directors met today and has authorized transmittal
of this proposal to you and your Board.

Tom, I believe our proposal is a compelling one and would be very exciting for
Chesapeake's shareholders, employees, management and customers. We are in a
position to make a proposal to acquire Chesapeake at $40 per share in cash
which represents a 41% premium to yesterday's closing price and a 38% premium
to the 20-day average closing price. This proposal reflects the input of our
senior management team, many of whom were part of the Shorewood due diligence
team that reviewed our potential acquisition of Field, and it also reflects a
thorough review of all publicly available information.

We have met with our financial advisors and financing sources and believe that
financing does not present an issue in this transaction. It would be our
expectation that the Board of Directors of Chesapeake would meet to review
this letter as soon as possible and authorize exclusive discussions with us.
At such time we would be prepared to discuss our financing plan for the
transaction with you (and would anticipate that our ultimate agreement to
acquire Chesapeake would not be subject to any type of financing condition).
Further, we do not believe that any significant obstacles such as anti-trust
or other conditions exist.

I-1
<PAGE>

We are sensitive to the inherent difficulties faced by you in negotiating this
type of transaction in a public forum and are prepared to negotiate
confidentiality with you provided that you are prepared to begin these
negotiations in an exclusive and expedient fashion intended to result in a
transaction with Shorewood.

We feel that our proposal represents a significant immediate cash premium to
Chesapeake shareholders and represents a price that we believe your Board and
stockholders should enthusiastically support. We urge you and your fellow
directors to give serious consideration to the merits of this transaction and
reiterate our willingness to work with you in an expedient and confidential
manner intended to serve the interests of the shareholders of Chesapeake
Corporation.

I look forward to your response to this proposal and look forward to working
with all of you in achieving this major event for both of our companies and
their respective shareholders.

Sincerely,

SHOREWOOD PACKAGING CORPORATION

/s/ Marc P. Shore
Marc P. Shore
Chairman of the Board

During the telephone call on October 26, 1999, Mr. Johnson stated that
Chesapeake was not for sale, but that the Chesapeake Board would consider the
proposal included in Mr. Shore's letter (the "Shorewood Proposal").

On October 29, 1999, Mr. Johnson delivered the following letter to Mr. Shore
by facsimile:

October 29, 1999

Strictly Confidential

Mr. Marc P. Shore
Chairman of the Board & Chief Executive Officer
Shorewood Packaging Corporation
277 Park Avenue
New York, New York 10172

Dear Marc:

I have received your letter of October 26, 1999.

As you know, Chesapeake is not for sale. We are in the process of executing
our strategy of building a global specialty packaging and merchandising
company, which we believe is in the best interests of Chesapeake and its
shareholders.

However, our Board of Directors, consistent with its fiduciary duties, will
consider carefully your letter. Completion of the appropriate analysis to give
due consideration to your letter and enable our Board to become fully informed
will require some time. I will respond to your letter no later than one week
from today, or Friday, November 5, 1999.

Sincerely,

/s/ Thomas H. Johnson
Thomas H. Johnson
President & Chief Executive Officer

I-2
<PAGE>

On November 3, 1999, the Chesapeake Board convened a special meeting to
discuss the Shorewood Proposal. The Chesapeake Board received presentations
from Chesapeake's management regarding Chesapeake's performance and the
Shorewood Proposal. The Chesapeake Board also received advice from its legal
counsel and from Goldman Sachs and DLJ, co-financial advisors to the
Chesapeake Board. Having received, considered and discussed such presentations
and advice, the Chesapeake Board unanimously determined, at the November 3,
1999 meeting, that the Shorewood Proposal was inadequate and not in the best
interests of Chesapeake and its shareholders. The Chesapeake Board authorized
and directed Mr. Johnson to inform the Company that the Chesapeake Board had
rejected the Shorewood Proposal.

The Chesapeake Board then reviewed its recent discussions with respect to
various strategic alternatives and business development opportunities it had
been considering as part of its ongoing strategy of building a global
specialty packaging and merchandising company, including a possible
acquisition of the Company. Among other things, the Chesapeake Board noted
that such an acquisition was consistent with Chesapeake's strategic plan. The
Chesapeake Board further considered that Chesapeake could unlock significant
value in the Company's assets by applying Chesapeake's management and
operational strategies to incorporating an acquisition of the Company into
other potential acquisitions being explored by Chesapeake.

One example of how value may be unlocked or created through a combination of
the two companies is that the larger combined entity would have the capability
to offer products, services and geographic coverage to meet the expanding
needs of their respective customers. Increasingly, global consumer products
companies are rationalizing their supply base and are looking for suppliers
that can better meet their geographic and product requirements. Chesapeake's
European specialty packaging platform and Shorewood's North American and Asian
specialty packaging platform could combine to provide critical scale,
production capability and geographic coverage. This could lead to additional
business opportunities as well as strengthening positions with existing
customers. A good example of such opportunity would be in the tobacco sector
where both companies are significant suppliers of cartons to the industry.
Another example of how value could be unlocked by combining the two companies
is that Chesapeake's strong position in pharmaceutical packaging and
Shorewood's strong position in multimedia products could be expanded into each
other's respective markets. This expansion could not be easily accomplished
without a business combination. Additionally, Chesapeake's display and
merchandising services business would be highly complementary with Shorewood's
customer base and sector focus. Luxury and personal care products are both
promoted and packaged by Shorewood; the combined entity should be able to
provide both primary package and point of purchase display and merchandising
solutions to the same customer base thus creating stronger positions with
customers which should enhance profitability and ultimate shareholder value.

At the conclusion of the November 3, 1999 meeting, the Chesapeake Board
authorized Mr. Johnson to propose to Mr. Shore that Chesapeake acquire the
Company.

On November 4, 1999, Mr. Johnson called Mr. Shore to suggest a meeting. At
the meeting, on November 10, 1999, Mr. Johnson (i) advised Mr. Shore that
Chesapeake was not for sale and that, after careful review, the Chesapeake
Board had unanimously determined that the Shorewood Proposal was inadequate
and not in the best interests of Chesapeake and its shareholders and (ii)
proposed that Chesapeake acquire the Company at a price of $16.50 per share in
cash. While Mr. Shore stated that he would communicate the offer to the
Company Board, he indicated that a meeting of the Company Board to consider
such an offer would be a "very short one."

Later on November 10, 1999, Mr. Johnson delivered the following letter to
Mr. Shore reiterating that Chesapeake was not for sale and that, after careful
review, the Chesapeake Board had unanimously determined that the Shorewood
Proposal was inadequate and not in the best interests of Chesapeake and its
shareholders. The letter also confirmed Chesapeake's proposal to acquire the
Company and set forth the merits of the proposed acquisition and indicated
Chesapeake's desire to enter into a negotiated transaction.

I-3
<PAGE>

November 10, 1999

Strictly Confidential

Mr. Marc P. Shore
Chairman of the Board & Chief Executive Officer
Shorewood Packaging Corporation
277 Park Avenue
New York, New York 10172

Dear Marc:

This letter follows our meeting today to discuss your letter, dated October
26, 1999, in which you suggest a combination between Shorewood Packaging
Corporation and Chesapeake Corporation. Our Board of Directors, in
consultation with our management, legal, and financial advisors, has reviewed
thoroughly your expression of interest and related relevant considerations.

As I advised you today, our Board of Directors, after careful review, has
unanimously determined that the acquisition of Chesapeake by Shorewood, as set
forth in your letter, is not in the best interests of Chesapeake and its
shareholders and has charged me with firmly and unambiguously rejecting your
proposal. Our Board of Directors' firm conviction is that the interests of
Chesapeake and its shareholders are best served by continuing to pursue
vigorously our current strategic plan as an independent company.

While we believe that your proposal is not in the best interests of our
shareholders, our analysis suggests that a combination of our businesses
through an acquisition of Shorewood by Chesapeake would be in the best
interests of our respective shareholders, employees, and customers. Towards
that end, Chesapeake's Board of Directors has unanimously authorized me to
propose that Chesapeake acquire Shorewood at $16.50 in cash per share,
representing nearly a 40% premium over Shorewood's closing price yesterday.
The transaction we propose can be effected by Chesapeake immediately with its
cash on hand and committed credit facilities, and is, therefore, not subject
to a financing condition.

Chesapeake has been evaluating a possible acquisition of Shorewood since
early 1998, as part of our ongoing strategy of building a global specialty
packaging and merchandising company. We believe that the combination of
Chesapeake and Shorewood would create one of the world's premier specialty
packaging and merchandising companies, enhancing Chesapeake's position as a
leader in this segment and benefiting our customers through one-stop-shopping
for complementary products.

We are prepared to commence immediately good faith negotiations on an
exclusive basis with the objective of entering into a definitive merger
agreement consistent with our proposal. To date, your letter to us has been
kept confidential, and we have reciprocally made our proposal to you on a
confidential basis. Should you choose to pursue this matter in the public
forum, be assured that we are prepared to pursue aggressively our own
objectives.

We appreciate the obligation of your Board of Directors, which you
acknowledged today, to meet and consider our proposal from the standpoint of
the best interests of all of your shareholders. Of course, we were
disappointed that you stated today that such a meeting would be a very short
one. Nevertheless, we hope that your Board will give our proposal serious
consideration.

I look forward to your prompt response.

Sincerely,

/s/ Thomas H. Johnson
Thomas H. Johnson
President & Chief Executive Officer

I-4
<PAGE>

On November 18, 1999, Mr. Shore delivered the following letter to Mr.
Johnson by facsimile:

November 18, 1999

Mr. Thomas H. Johnson
President & Chief Executive Officer
Chesapeake Corporation
James Center II
1021 East Cary Street
Box 2350
Richmond, VA 23218

Dear Tom:

This is in response to the proposal you made at our meeting on November 10,
1999 and in the letter you delivered to me late the same day.

Our Board of Directors has given due consideration to your proposal and
concluded that it is inconsistent with Shorewood's clear and successfully
implemented strategic direction and not in the best interests of Shorewood's
stockholders. After consulting with our legal and financial advisors, our
Board has determined that our stockholders will benefit most if Shorewood
continues to position itself as the premier supplier of high end folding
cartons to a multinational customer base. Accordingly, I have been authorized
to inform you that the Shorewood Board of Directors has unanimously and
unequivocally rejected your proposal that we enter into negotiations for the
acquisition of Shorewood by Chesapeake.

Nevertheless, we continue to believe that an acquisition of Chesapeake by
Shorewood, at a fair price and a significant premium to Chesapeake's current
market value would be a step in the best interests of Chesapeake's
stockholders, management, employees and customers. Moreover, we believe that
the price of $40 per share, which we have proposed, would be embraced by
Chesapeake's stockholders. That price would enable Chesapeake's stockholders
to realize a valuation nearly equivalent to their company's all time market
high and more than 30% above its current market value.

Tom, we want to enter into an amicable, albeit arm's length, negotiated
transaction with your company. Toward that end, we again propose that your
Board authorize you to enter into negotiations with us, so that your
stockholders may decide whether the proposal we have made is fair, reasonable
and in their best interests. We believe, without having had an opportunity to
do any due diligence other than with respect to publicly available documents,
that $40 fully values Chesapeake's stock. I trust you will reconsider your
position and respond so that we may further our mutual interests.

Alternatively, we are willing to let Chesapeake's stockholders decide if our
proposal is acceptable to them, whether or not your Board endorses the
proposal. Therefore, if you and your Board are unwilling to enter into
negotiations with us, we request that you remove the existing legal
impediments to a Shorewood tender offer so that your stockholders may decide
for themselves where their best interests lie.

As you know, Shorewood has a shareholding in Chesapeake which, based on your
most recent published information, is almost 5% of Chesapeake's outstanding
common stock. If you make continued progress in your share repurchase program,
Shorewood will become a 5% shareholder in your company, even if it does not
increase its position. In any event, we believe it appropriate that
Chesapeake's stockholders be made aware of the opportunity that Shorewood is
seeking to provide and that they, as well as Shorewood's stockholders, be
informed of your response to our proposal. To accomplish that, we are issuing
the enclosed press release simultaneously with the delivery of this letter.

Cordially,

/s/ Marc P. Shore
Marc P. Shore
Chairman and Chief Executive Officer

I-5
<PAGE>

Also on November 18, 1999, the Company issued the following press release:

CONTACTS:
Shorewood Packaging
Howard Liebman
President & Chief Financial
Officer
(212) 371-1500

FOR IMMEDIATE RELEASE

Morgan-Walke Associates
Investors: Robert P.
Jones/Stephanie Prince
Media: Jennifer Kirksey
(212) 850-5600

SHOREWOOD PACKAGING CORPORATION PROPOSAL
TO CHESAPEAKE CORPORATION

NEW YORK, NY, November 18, 1999--Shorewood Packaging Corporation (NYSE:SWD)
announced that Chesapeake Corporation's (NYSE:CSK) Board of Directors has
rejected a proposal by Shorewood to enter into negotiations for the
acquisition of Chesapeake with cash consideration of $40 per share, a premium
of 41% over the market price when the proposal was made, 33% over yesterday's
closing price and a valuation nearly equivalent to Chesapeake's all time
market high, reached in July 1998, well before it announced its current stock
buy-back program.

Shorewood stated that its proposal had been made to Chesapeake's Board of
Directors on October 26, 1999 and rejected by Chesapeake on November 10, 1999.
Chesapeake's rejection included a counterproposal that Chesapeake acquire
Shorewood for cash consideration of $16.50 a share, a price well below
Shorewood's trailing 12 month closing high. Shorewood's Board of Directors has
rejected the counterproposal as being inconsistent with the company's
strategic plan to position itself as the premier supplier of high end folding
cartons to a multinational customer base, as well as failing to recognize
Shorewood's value and the benefits that would be provided to Chesapeake's
customers, employees and stockholders if Shorewood were to acquire Chesapeake.

Shorewood owned 809,000 Chesapeake shares or 4.62% of Chesapeake as of
October 29, 1999, the date of Chesapeake's most recent 10-Q. Shorewood noted
that Chesapeake's anti-takeover provisions have the practical effect of
disenfranchising Chesapeake's shareholders. For example, Chesapeake's "dead
hand poison pill" makes it difficult for Shorewood to present its proposal to
Chesapeake's shareholders without the prior approval of Chesapeake's Board of
Directors. Accordingly, Shorewood stated, although it is not currently
contemplating a tender offer to Chesapeake's shareholders without the prior
approval of Chesapeake's Board of Directors, it has requested Chesapeake's
Board to redeem the "poison pill". If the "poison pill" and other protective
provisions were removed, Shorewood would move promptly to bring its proposal
directly to Chesapeake's stockholders. Additionally, together with its
financial and legal advisors, Shorewood is considering other alternatives that
would enable Chesapeake's stockholders to decide whether $40 a share is a fair
price.

Shorewood Packaging Corporation is a leading value-added provider of high
quality printing and paperboard packaging for the computer software, cosmetics
and toiletries, food, home video, music, tobacco and general consumer markets
in North America and China, with 16 plants in the United States, Canada and
China.

I-6
<PAGE>

factors include, among others: general economic and business conditions;
competition; political changes in international markets; raw material and
other operating costs; costs of capital equipment; changes in foreign currency
exchange rates; changes in business strategy or expansion plans; the results
of continuing environmental compliance testing and monitoring; quality of
management; availability, terms and development of capital; fluctuating
interest rates and other factors referenced in this release and in the
Company's annual report on Form 10-K and quarterly reports on Form 10-Q.

Also on November 18, 1999, Chesapeake issued the following press release:

Chesapeake Confirms Proposal to Acquire Shorewood for $16.50 Per Share in Cash

RICHMOND, Va., Nov. 18/PRNewswire/--Chesapeake Corporation (NYSE: CSK - news)
today confirmed that it made a proposal to acquire Shorewood Packaging
Corporation (NYSE: SWD - news) for $16.50 in cash per share, or in the
aggregate, approximately $480 million in equity plus approximately $260
million in debt. This represents nearly a 40% premium over Shorewood's closing
price on November 9, 1999, the day prior to Chesapeake's proposal. The
transaction can be effected by Chesapeake immediately with its cash on hand
and committed credit facilities, and is not subject to a financing condition.

Chesapeake noted that the company is prepared to commence immediate good faith
negotiations on an exclusive basis with the objective of entering into a
definitive merger agreement consistent with its proposal.

Thomas H. Johnson, president and chief executive officer of Chesapeake, said,
"Chesapeake has been evaluating a possible acquisition of Shorewood since
early 1998, as part of our ongoing strategy of building a global specialty
packaging and merchandising company. We believe Chesapeake's acquisition of
Shorewood would create, under Chesapeake's leadership, one of the world's
premier specialty packaging and merchandising companies, enhancing
Chesapeake's position as a leader in this segment and benefiting customers
through one-stop shopping for complementary products.

"We at Chesapeake are continuing to pursue our strategic plan of redeploying
our capital into appropriate acquisitions to further our growth and enhance
shareholder value. We are currently in discussions with several other
attractive acquisition candidates," Mr. Johnson continued.

"We believe that Shorewood's decision to make public its unsolicited proposal
is the latest in a series of ill-conceived actions by Shorewood following
Shorewood's unsuccessful attempt to acquire Field Group plc, which Chesapeake
acquired in March 1999," concluded Mr. Johnson.

Chesapeake noted that its board of directors, in consultation with its
financial advisors, Goldman, Sachs & Co. and Donaldson Lufkin & Jenrette, and
legal advisor, Hunton & Williams, carefully considered Shorewood's unsolicited
proposal and unanimously concluded that the proposal is inadequate and not in
the best interests of Chesapeake's shareholders.

Chesapeake also noted that it has referred Shorewood's heretofore-undisclosed
accumulation of Chesapeake stock to the Federal Trade Commission, requesting
an investigation as to whether Shorewood has violated the Hart-Scott-Rodino
Antitrust Improvement Act.

Chesapeake Corporation, headquartered in Richmond, Va., is primarily engaged
in the manufacturing and sale of specialty packaging and point-of-purchase
displays. 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
http://www.cskcorp.com.

I-7
<PAGE>

but not limited to: competitive products and pricing; production costs,
particularly for raw materials such as corrugated box and display materials;
fluctuations in demand; government policies and regulations affecting the
environment; interest rates; currency translation movements; Year 2000
compliance issues; and other risks that are detailed from time to time in
reports filed by the Company with the Securities and Exchange Commission.

On November 22, 1999, Mr. Johnson sent the following letter to each of the
directors of the Company Board:

November 22, 1999

The Board of Directors
Shorewood Packaging Corporation
277 Park Avenue
New York, NY 10172

Ladies and Gentlemen:

We were disappointed to learn of your rejection of our fully-financed proposal
to acquire Shorewood at $16.50 per share, representing a substantial premium
to your current market price. We continue to believe that a combination of our
businesses under Chesapeake's leadership would be in the best interests of our
respective shareholders, employees and customers.

Your President, Mr. Liebman, was quoted in The Wall Street Journal as saying
that you are prepared to consider an offer at the "right price." While we
believe that our $16.50 proposal represents a full valuation, we wish to
reiterate that we are prepared to commence immediate good faith negotiations
regarding our proposal. Our offer is based on publicly available information,
and we remain open to the possibility that we may be able to increase our
offer with appropriate due diligence and access to your business plan. We also
stand ready to discuss alternatives to an all-cash structure that may offer a
tax-advantaged alternative for your shareholders.

Given the importance to your stockholders of our continued interest and our
willingness to negotiate price and structure, we are issuing a press release
today concerning the subject of this letter.

We look forward to your prompt response, and to commencing good faith
negotiations regarding our proposal.

Sincerely,

/s/ Thomas H. Johnson
Thomas H. Johnson

Also on November 22, 1999, Chesapeake issued the following press release:

FOR IMMEDIATE RELEASE

CHESAPEAKE SENDS LETTER TO SHOREWOOD DIRECTORS
Indicates Willingness to Negotiate Price and Structure

(Richmond, VA--November 22, 1999) Thomas H. Johnson, President and CEO of
Chesapeake Corporation (NYSE:CSK), today sent the following letter to each of
the directors of Shorewood Packaging Corporation (NYSE:SWD) regarding
Chesapeake's proposal to acquire Shorewood for $16.50 per share in cash:

I-8
<PAGE>

November 22, 1999

The Board of Directors
Shorewood Packaging Corporation
277 Park Avenue
New York NY 10172

Ladies and Gentlemen:

Given the importance to your stockholders of our continued interest and our
willingness to negotiate price and structure, we are issuing a press release
today concerning the subject of this letter.

We look forward to your prompt response, and to commencing good faith
negotiations regarding our proposal.

Sincerely,

/s/ Thomas H. Johnson
Thomas H. Johnson

Johnson commented that he hoped Shorewood's board, upon receiving the letter,
would realize the promising opportunities that could be created through a
combination of the companies under Chesapeake's leadership. "Under our
proposal, the combined company would have a strong balance sheet with
financial and management capabilities to compete and grow globally. Chesapeake
has a proven track record as a global consolidator with successful integration
of acquired businesses."

Johnson continued, "Chesapeake Corporations's international strength is
important, because we believe that global consolidation to offer multinational
customers one-stop business solutions will drive our business in the next
century. Chesapeake has an experienced international management team in place
to operate a global packaging and merchandising company."

Johnson also cited Chesapeake's multiple leadership positions in specialty
packaging and merchandising. "Chesapeake is the largest North American
producer of temporary and permanent point-of-purchase displays, the North
American leader for colorful, litho-laminated packaging, a leading European
folding carton, leaflet and label supplier, and a local leader in specific
U.S. markets for customized, corrugated packaging. Our net sales for 1998 were
$950.4 million and our net sales for 1999's first three quarters, ending
September 30, are $916.8 million. We are clearly in a strong position to make
the combination of our two businesses successful."

Chesapeake Corporation, headquartered in Richmond, Va., is primarily engaged
in the manufacturing and sale of a specialty packaging and point-of-purchase
displays. 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.

I-9
<PAGE>

# # #

This news release, including comments by Thomas H. Johnson, contains forward-
looking statements that are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. The accuracy of such
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 and display materials; fluctuations in
demand; government policies and regulations affecting the environment;
interest rates; currency translation movements; Year 2000 compliance issues;
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 or Andy Brimmer
Abernathy MacGregor Frank
212-371-5999

On November 26, 1999, Chesapeake entered into the Purchase Agreement with
Ariel pursuant to which Ariel agreed to use its best efforts as investment
adviser to exercise its discretionary authority to cause Ariel's clients to
sell approximately 4.1 million Shares (the "Purchased Shares"), or
approximately 14.9% of the Company's outstanding Shares, to Chesapeake at a
purchase price of $17.25 per share. Ariel also agreed that, if Chesapeake
commenced a public tender offer for Shares at a price that equaled or exceeded
$17.25 per share, then Ariel would use its best efforts as investment adviser
to exercise its discretionary authority to cause Ariel's clients to tender
such Purchased Shares in such tender offer and would 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. See Schedule III hereto.

On November 29, 1999, Chesapeake issued the following press release:

CHESAPEAKE CORPORATION

FOR IMMEDIATE RELEASE

CHESAPEAKE CORPORATION AGREES TO ACQUIRE 14.9% OF
SHOREWOOD PACKAGING SHARES

(RICHMOND, VA--NOVEMBER 29, 1999) Chesapeake Corporation (NYSE:CSK) today
announced that it has agreed to purchase approximately 4.1 million shares, or
14.9%, of Shorewood Packaging Corporation's (NYSE:SWD) outstanding common
stock from an institutional investor at a price of $17.25 per share.
Chesapeake previously announced that it has made a fully financed proposal to
Shorewood's directors to purchase Shorewood's shares at $16.50 per share,
nearly a 40% premium over Shorewood's closing price on November 9, 1999, the
day before Chesapeake's proposal was presented to Shorewood.

Thomas H. Johnson, president and chief executive officer of Chesapeake, said,
"We are pleased with this agreement, which validates our view that
Chesapeake's acquisition of Shorewood makes great sense for Shorewood's
shareholders. We believe Chesapeake's acquisition of Shorewood would create,
under Chesapeake's leadership, one of the world's premier specialty packaging
and merchandising companies, enhancing Chesapeake's position as a leader in
this segment and benefiting customers through one-stop shopping for
complementary products.

"Chesapeake has a strong balance sheet with the management and financial
capabilities to compete and grow globally. Chesapeake also has a proven track
record as a global consolidator with successful integration of

I-10
<PAGE>

acquired businesses. We renew our offer to Shorewood's directors to meet and
negotiate the terms of an acquisition of Shorewood by Chesapeake."

Closing of the purchase of the Shorewood shares is subject to completion of
review of the transaction under the Hart-Scott-Rodino Antitrust Improvements
Act. Chesapeake will commence the time period of review by a filing to be made
today. Additional information will be set forth in a Schedule 13D expected to
be filed with the Securities and Exchange Commission today. Information in
this release is qualified by reference to the information to be included in
the Schedule 13D.

Chesapeake is the largest North American producer of temporary and permanent
point-of-purchase displays, the North American leader for colorful, litho-
laminated packaging, the premiere European folding carton, leaflet and label
supplier, and a local leader in specific U.S. markets for customized,
corrugated packaging.

Chesapeake Corporation, headquartered in Richmond, Va., is primarily engaged
in the manufacturing and sale of specialty packaging and merchandising
services. 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, including comments by Thomas H. Johnson, contains forward-
looking statements that are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. The accuracy of such
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 and display materials; fluctuations in
demand; government policies and regulations affecting the
environment; interest rates; currency translation movements; Year 2000
compliance issues; 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 or Andy Brimmer
Abernathy MacGregor Frank
212-371-5999

Also on November 29, 1999, the Company issued the following press release:

SHOREWOOD PACKAGING CORPORATION ISSUES STATEMENT

NEW YORK, Nov. 29 /PRNewswire/ -- Shorewood Packaging Corporation (NYSE: SWD
- -- news) remains committed to its $40 per share cash proposal to acquire
Chesapeake. Given the unwillingness of Chesapeake's management and Board of
Directors to consider Shorewood's proposal, Shorewood is continuing to explore
options to enable Chesapeake's shareholders to consider the Shorewood
proposal. Shorewood's proposal of $40 per share is significantly above the
consensus one year price target for Chesapeake and also represents a 52-week
high for the company.

Shorewood reiterated that it is not for sale and believes Chesapeake's actions
to date are solely in response to the Shorewood premium cash proposal.
Shorewood also believes that Chesapeake's actions reflect a reckless disregard
for the best interests of their shareholders and do not reflect a careful
evaluation of Shorewood or its business. Shorewood noted that it views
Chesapeake's proposal to acquire Shorewood for $16.50 per share as grossly
inadequate. That price is considerably below Shorewood's 52-week high and
vastly below analysts' one-year price target for Shorewood, which range as
high as $25 per share.

I-11
<PAGE>

Finally, Shorewood noted that an institutional investor has agreed to sell
14.9% of Shorewood to Chesapeake for $17.25 per share. In a call to Shorewood,
that investor informed Shorewood that its required regulatory filing will
disclose that the institution, which invested in Shorewood at a low-cost
basis, retains 100% of the upside with respect to those shares in the event of
a sale to Chesapeake at a higher price. Given the terms of this arrangement,
Shorewood does not believe the price to be paid by Chesapeake reflects fair
value for Shorewood, and believes its own $40 per share offer for Chesapeake
to represent superior value.

Certain statements included in this press release constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements are typically identified by their inclusion of
phrases such as "the Company anticipates," "the Company believes" and other
phrases of similar meaning. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, among others: general
economic and business conditions; competition; political changes in
international markets; raw material and other operating costs; costs of
capital equipment; changes in foreign currency exchange rates; changes in
business strategy or expansion plans; the results of continuing environmental
compliance testing and monitoring; quality of management; availability, terms
and development of capital; fluctuating interest rates and other factors
referenced in this release and in the Company's annual report on Form 10-K and
quarterly reports on Form 10-Q.

On November 30, 1999, Chesapeake filed a Schedule 13D with the Commission
disclosing that Chesapeake had entered into an agreement to purchase
approximately 4.1 million Shares, or approximately 14.9% of the Company's
outstanding Shares, from the clients of Ariel Capital Management, Inc. for
$17.25 per Share.

On December 2, 1999, the Company filed a Current Report on Form 8-K with the
Commission disclosing the adoption of the Bylaw Amendments.

On December 3, 1999, Chesapeake and Purchaser commenced the Offer.

On December 3, 1999, Chesapeake and Purchaser filed preliminary materials
with the Commission to solicit consents from the Stockholders of the Company
in connection with this Consent Solicitation.

On December 3, 1999, Chesapeake and Purchaser commenced a lawsuit in the
Court of Chancery of the State of Delaware against the Company and the Company
Board seeking, among other things, an order (i) declaring that the Company
Board breached its fiduciary duties by adopting the Bylaw Amendments (ii)
declaring the Super Majority Bylaw and the Consent Record Date Bylaw void, and
enjoining the Company Board from implementing the Super Majority Bylaw, the
Consent Record Date Bylaw and the Bylaw Amendments as a whole, (iii) declaring
that failure to redeem the Rights or to render the Rights inapplicable to the
Offer and the Proposed Merger or to approve the Offer and the Proposed Merger
would constitute a breach of the Company Board's fiduciary duties under
Delaware law, (iv) invalidating the Rights or compelling the Company Board to
redeem the Rights or render the Rights inapplicable to the Offer and the
Proposed Merger, (v) declaring that failure to approve the Offer and the
Proposed Merger for purposes of Section 203 of the DGCL would constitute a
breach of the Company Board's fiduciary duties under Delaware law, (vi)
compelling the Company Board to approve the Offer and the Proposed Merger for
purposes of Section 203 of the DGCL, (vii) enjoining the Company Board from
taking any actions designed to impede or which have the effect of impeding the
Offer, the Consent Solicitation or the Proposed Merger and declaring that any
such actions would constitute a breach of the Company Board's fiduciary duties
under Delaware law, and (viii) enjoining the Company Board from taking any
actions to impede, or refuse to recognize the validity of, the Consent
Solicitation.

I-12
<PAGE>

On December 10, 1999, the Company filed preliminary consent revocation
materials on Schedule 14A with the Commission.

On December 15, 1999, Chesapeake issued the following press release which
contained the full text of a letter which was sent on such date by Mr. Johnson
to each member of the Company Board:

FOR IMMEDIATE RELEASE

CHESAPEAKE SENDS LETTER TO SHOREWOOD DIRECTORS

Reiterates Commitment to Tender Offer

(Richmond, VA--December 15, 1999) Chesapeake Corporation (NYSE: CSK), today
announced that Thomas H. Johnson, president and chief executive officer, is
sending the following letter to Marc Shore, chairman and chief executive
officer of Shorewood Packaging Corporation (NYSE: SWD):

December 15, 1999

Mr. Marc Shore

Chairman and Chief Executive Officer

Shorewood Packaging Corporation

277 Park Avenue

New York, NY 10172

Dear Marc:

As you may know, Chesapeake today announced a recommended cash tender offer to
acquire Boxmore International plc, headquartered in Belfast, Northern Ireland.
Boxmore's board of directors has unanimously recommended Chesapeake's offer to
Boxmore's shareholders. Like Shorewood, this is a company we have been
evaluating for some time. We are delighted with the enhancement of our global
platform that this company offers and believe the acquisition of Boxmore
enhances the strategic rationale for our acquisition of Shorewood.

At the same time, we want to reinforce our commitment to our $17.25 cash
tender offer for Shorewood. We want you and your board to know that we have in
place a fully committed credit facility from First Union National Bank that
permits us to complete the acquisitions of both Boxmore and Shorewood on the
terms of our offers. Accordingly, neither offer is subject to any financing
conditions.

We reiterate our offer to meet with the Shorewood board to negotiate the
terms, including price and structure, of an acquisition of Shorewood by
Chesapeake. In this regard, we are ready to meet with you and your advisors at
your earliest convenience.

Sincerely,

/s/ Thomas H. Johnson

Thomas H. Johnson

cc: Shorewood Board of Directors

I-13
<PAGE>

On December 3, 1999 Chesapeake announced that it would commence a tender offer
to acquire all the outstanding shares of Shorewood for $17.25 in cash per
share, or approximately $500 million. Chesapeake's tender offer represents an
approximate 45% premium to Shorewood's closing stock price on November 9,
1999, the day prior to Chesapeake's initial proposal to Shorewood's board of
directors.

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, including comments by Thomas H. Johnson, contains forward-
looking statements that are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. The accuracy of such
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, call:

Molly Remes William Tolley/Joel Mostrom

804-697-1110 804-697-1157/804-697-1147

Joele Frank or Andy Brimmer

Abernathy MacGregor Frank

212-371-5999

On December 16, 1999, the Company issued the following press release:

Shorewood Board Rejects Chesapeake's Offer as Inadequate

Files Counterclaims Alleging Chesapeake is "Interested Stockholder';

Could Jeopardize its Financing if Merger not Possible for Three Years

NEW YORK, Dec. 16 /PRNewswire/--Shorewood Packaging Corporation (NYSE: SWD)
announced today that its Board of Directors voted unanimously to recommend
that stockholders reject the unsolicited $17.25 per share tender offer by
Chesapeake Corporation (NYSE: CSK) and not tender any of their shares pursuant
to the offer.

In recommending that stockholders reject Chesapeake's offer, Shorewood's
Board cited the following:

. the Board's view that the Chesapeake offer is inadequate and does not
reflect the inherent value of Shorewood as a leading value-added
provider of high quality printing and paperboard packaging products for
the music, computer software, cosmetics and toiletries, food, home
video, tobacco, and general consumer markets in North America.

. the written opinion of Bear, Stearns & Co. Inc., Shorewood's financial
advisor, that Chesapeake's offer price is inadequate from a financial
point of view to Shorewood's stockholders (other than Chesapeake and its
affiliates).

I-14
<PAGE>

. the opportunistic timing of Chesapeake's offer, which seeks to exploit
Shorewood's recent stock price in relation to historic trading patterns.

. that Chesapeake's offer price represents a 15% to 20% discount to the
one year target prices for Shorewood's stock (without taking into
account any extraordinary transaction) which have been announced by
several major Wall Street brokerage firms that cover Shorewood.

. the significant uncertainties and contingencies associated with
Chesapeake's offer, including the numerous conditions to Chesapeake's
financing and the Board's belief that one or more of these conditions
cannot be satisfied.

. the significant uncertainties associated with the second-step merger
proposed by Chesapeake, including uncertainty as to the permissibility
of such merger within three years under Section 203 of the Delaware
corporate law.

. the Board's belief that Chesapeake's offer represents an attempt by
Chesapeake to usurp for itself the future growth in revenues, net income
and cash flow and stock price appreciation that are only beginning to
result from Shorewood's recent capital expenditures and other
initiatives aimed at making Shorewood the premier global supplier of
value-added packaging.

. the Board's view that based on, among other things, the preliminary
discussions Shorewood has had with certain unsolicited third parties,
Shorewood has a variety of strategic alternatives available to it to
enhance stockholder value.

Marc P. Shore, Chairman and Chief Executive Officer, stated, "Chesapeake's
hostile offer is clearly inadequate. It represents a significant discount to
our 52-week high, does not accurately reflect the Company's growth prospects
and may not be capable of being completed. Shorewood is a strong and growing
company with a proven track record and an exciting future."

Shore added, "The Board is fully committed to enhancing value for Shorewood
stockholders and has authorized management and its advisors to explore the
various strategic alternatives available to us. We look forward to completing
that process."

Shorewood also announced today that it is filing counterclaims in the lawsuits
brought by Chesapeake in Delaware state and federal court. The counterclaims
allege, among other things, that when Chesapeake agreed on November 26 to
purchase 14.9% of Shorewood's outstanding shares from an institutional holder
that held over 20% of the outstanding shares, the institutional holder agreed
to vote the remaining shares in favor of Chesapeake's consent solicitation.
The counterclaims also allege that other provisions of the purchase agreement
amount to an arrangement and understanding between the institutional holder
and Chesapeake with respect to the entire 20% block. The effect of this
arrangement is to make Chesapeake an "interested stockholder" under Section
203 of the Delaware corporate law, thereby proscribing Chesapeake's ability to
consummate a merger for three years without the two-thirds vote of the
outstanding shares not owned by Chesapeake. The Chancery Court counterclaim
seeks a declaratory judgment that Chesapeake is an "interested stockholder".
The Federal counterclaim alleges that Chesapeake's tender offer materials do
not disclose the full beneficial ownership and that Chesapeake has misstated
and concealed the fact that its financing is subject to numerous conditions,
many of which cannot be satisfied.

Additional information with respect to the Board's decision to recommend that
stockholders reject Chesapeake's offer and the matters considered by the Board
in reaching such decision is contained in Shorewood's
Solicitation/Recommendation Statement on Schedule 14D-9, which is being filed
today with the Securities and Exchange Commission and will be mailed to
stockholders shortly.

I-15
<PAGE>

Certain statements included in this press release constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements are typically identified by their inclusion of
phrases such as "Shorewood anticipates," "Shorewood believes" and other
phrases of similar meaning. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements of Shorewood to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, among others: general
economic and business conditions; competition; political changes in
international markets; raw material and other operating costs; costs of
capital equipment; changes in foreign currency exchange rates; changes in
business strategy or expansion plans; the results of continuing environmental
compliance testing and monitoring; quality of management; availability, terms
and development of capital; fluctuating interest rates and other factors
referenced in this release and in Shorewood's annual report on Form 10-K and
quarterly reports on Form 10- Q.

THIS PRESS RELEASE DOES NOT CONSTITUTE A SOLICITATION TO REVOKE CONSENTS IN
CONNECTION WITH THE CONSENT SOLICITATION OF CHESAPEAKE CORPORATION. ANY SUCH
SOLICITATION WILL BE MADE ONLY BY MEANS OF SEPARATE CONSENT SOLICITATION
MATERIALS COMPLYING THE REQUIREMENTS OF SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED
THEREUNDER.

CERTAIN INFORMATION CONCERNING PARTICIPANTS

Shorewood Packaging Corporation ("Shorewood") and certain other persons named
below may be deemed to be participants in the solicitation of revocations of
consents in response to the consent solicitation being conducted by Chesapeake
Corporation ("Chesapeake"). The participants in this solicitation may include:
(i) the directors of Shorewood (Marc P. Shore (Chairman of the Board and Chief
Executive Officer), Howard M. Liebman (President and Chief Financial Officer),
Leonard Verebay (Executive Vice President), Andrew N. Shore (Vice President
and General Counsel), Kevin J. Bannon, Sharon R. Fairley, Virginia A. Kamsky,
R. Timothy O'Donnell and William P. Weidner; and (ii) William H. Hogan (Senior
Vice President, Finance and Corporate Controller). As of the date of this
communication, the number of shares of common stock, par value $0.01 per share
("Common Stock"), beneficially owned by the Shorewood participants (including
shares subject to stock options exercisable within 60 days) is as follows:
Marc P. Shore (4,750,485), Howard M. Liebman (233,269), Leonard J. Verebay
(500,180), Andrew N. Shore (169,052), Kevin J. Bannon (33,000), Virginia A.
Kamsky (4,500), R. Timothy O'Donnell (326,118); William P. Weidner (57,000);
and William H. Hogan (30,500 shares).

Shorewood has retained Bear, Stearns & Co. Inc. ("Bear Stearns") and Jefferson
Capital Group, Ltd. ("Jefferson Capital") to act as its co-financial advisors
in connection with the tender offer (the "Offer") by Chesapeake and its wholly
owned subsidiary, Sheffield, Inc., to purchase shares of Common Stock for
$17.25 per share net to the seller in cash, for which Bear Stearns and
Jefferson Capital may receive substantial fees, as well as reimbursement of
reasonable out-of-pocket expenses. In addition, Shorewood has agreed to
indemnify Bear Stearns, Jefferson Capital and certain related persons against
certain liabilities, including certain liabilities under the federal
securities laws, arising out of their engagement. Neither Bear Stearns nor
Jefferson Capital admit that they or any of their partners, directors,
officers, employees, affiliates or controlling persons, if any, is a
"participant" as defined in Schedule 14A promulgated under the Securities
Exchange Act of 1934, as amended, in the solicitation of consent revocations,
or that Schedule 14A requires the disclosure of certain information concerning
Bear Stearns and Jefferson Capital, respectively.

In connection with Bear Sterns' role as co-financial advisor to Shorewood,
Bear Stearns and the following investment banking employees of Bear Stearns
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 consent revocations therefrom: Terry Cryan (Senior Managing
Director), Charles Edelman (Senior Managing Director), Mark A. Van Lith
(Managing Director) and Karen Duffy (Vice President). Bear Stearns engages in
a

I-16
<PAGE>

full range of investment banking, securities trading, market-making and
brokerage services for institutional and individual clients. In the normal
course of its business Bear Stearns may trade securities of Shorewood for its
own account and the accounts of its customers, and accordingly, may at any
time hold a long or short position in such securities. Bear Stearns has
informed Shorewood that, as of the date hereof, Bear Stearns held no shares of
Common Stock for its own account. Bear Stearns and certain of its affiliates
may have voting and dispositive power with respect to certain shares of Common
Stock held in asset management, brokerage and other accounts. Bear Stearns and
such affiliates disclaim beneficial ownership of such shares of Common Stock.

In connection with Jefferson Capital's role as co-financial advisor to
Shorewood, Jefferson Capital and the following investment banking employees of
Jefferson Capital 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 consent revocations therefrom: R. Timothy
O'Donnell (President) and Louis W. Moelchert (Vice President). R. Timothy
O'Donnell is the beneficial owner of 276,118 shares of Common Stock. Louis W.
Moelchert is the beneficial owner of 1,500 shares of Common Stock. Jefferson
Capital has informed Shorewood that, as of the date hereof, it held 22,231
shares of Common Stock in its investment account.

Also on December 16, 1999, the Company filed with the Commission the
Solicitation/Recommendation Statement on Schedule 14D-9.

Also on December 16, 1999, the Company filed an answer to Chesapeake's
complaint in the Court of Chancery of the State of Delaware denying all
material allegations of Chesapeake's complaint. The Company also filed a
counterclaim seeking, among other things, an order (i) declaring that
Chesapeake and Purchaser are "interested stockholders" and "associates" of the
Company within the meaning of Section 203 of the DGCL, (ii) declaring that
Chesapeake and Purchaser will remain "interested stockholders" and
"associates" of the Company during the entire time period prescribed by
Section 203 of the DGCL, (iii) declaring that the refusal of the Company Board
(as currently constituted or to be constituted in the future within the time
period prescribed by Section 203 of the DGCL) to take any action rendering
Section 203 of the DGCL inapplicable to the Offer and the Proposed Merger does
not constitute a breach of fiduciary duty, (iv) declaring that the proposals
to remove the members of the Company Board found in Chesapeake's Consent
Solicitation (the "Removal Proposals") are invalid under Section 141 of the
DGCL, and (v) preliminarily and permanently enjoining the plaintiffs, their
affiliates and all others acting in concert with them, from taking any action
in furtherance of the Removal Proposals.

Also on December 16, 1999, Chesapeake issued the following press release:

CHESAPEAKE AFFIRMS COMMITMENT TO TENDER OFFER AND

CONSENT SOLICITATION

SEEKS TO JOIN SHOREWOOD'S STRATEGIC PROCESS

(Richmond, VA--December 16, 1999)--Chesapeake Corporation (NYSE:CSK) today
expressed its disappointment with Shorewood Packaging Corporation's (NYSE:
SWD) response to Chesapeake's $17.25 all cash tender offer. Chesapeake remains
committed to its fully-financed tender offer and planned consent solicitation.

Thomas H. Johnson, president and chief executive officer of Chesapeake, said,
"We are extremely disappointed with the Shorewood Board of Directors'
continued refusal to meet with us to discuss our fully-financed cash

I-17
<PAGE>

tender offer of $17.25 per share. This is especially true because we note that
Shorewood has authorized management and its advisors to explore various
strategic alternatives. It would clearly be a disservice to Shorewood's
stockholders to exclude Chesapeake or any interested party from this process.

"For Shorewood to reject our offer, especially without talking to us, is
irresponsible. Our financing is fully committed, subject only to customary
conditions that can be readily satisfied. Moreover, Shorewood's claim that
Chesapeake has exceeded the 14.9 percent threshold for the Delaware
antitakeover statute is without merit. At no time has Chesapeake been a party
to any agreement or understanding that would cause us to exceed that
threshold. Our stock purchase agreement with an institutional investor has
been on file with the Securities and Exchange Commission since November 30,
1999," Mr. Johnson continued.

"We are vigorously pursuing our litigation in the Court of Chancery for the
State of Delaware which, among other things, seeks an order that Shorewood's
directors have breached their fiduciary duties under Delaware law. We are also
asking the Court to prevent Shorewood and its directors from taking certain
actions to thwart or interfere with our tender offer and consent solicitation
efforts," Mr. Johnson concluded.

A trial has been scheduled in the Court of Chancery for the State of Delaware,
commencing January 10, 2000, regarding several key issues relating to
Chesapeake's tender offer and planned consent solicitation.

# # #

This news release does not constitute an offer to purchase any securities, nor
a solicitation of proxies or consents, from the stockholders of Shorewood
Packaging Corporation. The tender offer, and any solicitation of written
consents, will be made only pursuant to separate materials in compliance with
the requirements of applicable federal and state law.

This news release, including comments by Thomas H. Johnson, contains forward-
looking statements that are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. The accuracy of such
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, call:

Molly Remes William Tolley/Joel Mostrom

804-697-1110 804-697-1157/804-697-1147

Joele Frank or Andy Brimmer

Abernathy MacGregor Frank

212-371-5999

I-18
<PAGE>

On December 17, 1999, Chesapeake issued the following press release:

CHESAPEAKE SENDS LETTER TO SHOREWOOD BOARD

(Richmond, VA--December 17, 1999)--Chesapeake Corporation (NYSE: CSK) today
sent the following letter to Marc Shore and the board of directors of
Shorewood Packaging Corporation (NYSE: SWD) reiterating its desire to be
included in their exploration of strategic alternatives:

December 17, 1999

Mr. Marc P. Shore

Chairman of the Board & Chief Executive Officer

Shorewood Packaging Corporation

277 Park Avenue

New York, New York 10172

Dear Marc:

I am writing on behalf of the Board of Directors of Chesapeake. The 14-D9
Shorewood filed yesterday with the Securities and Exchange Commission
indicates that your Board is exploring alternatives to enhance stockholder
value. Your filing also indicates that Shorewood has entered into
confidentiality agreements and begun preliminary discussions with third
parties, other than Chesapeake, who are interested in pursuing a transaction.

You have told me personally that you and your board believe a combination of
our two companies makes strategic sense. Given that Shorewood is exploring
strategic alternatives, any process undertaken by the Shorewood Board to
enhance shareholder value must include Chesapeake or you would be doing a
disservice to your stockholders, as well as your customers and employees.

Chesapeake is a ready, willing and able buyer. As I indicated in an earlier
letter, we have in place a fully committed credit facility from First Union
National Bank that permits us to complete our acquisitions of both Boxmore and
Shorewood on the terms of our offers. Accordingly, neither offer is subject to
any financing conditions.

We reiterate our offer to meet with the Shorewood Board to negotiate the
terms, including price and structure, of an acquisition of Shorewood by
Chesapeake. Given the importance to your stockholders of our continued
interest in Shorewood, we are ready to meet with you and your advisors at your
earliest convenience.

Sincerely,

/s/ Thomas H. Johnson

Thomas H. Johnson

President & Chief Executive Officer

I-19
<PAGE>

# # #

This news release, including comments by Thomas H. Johnson, contains forward-
looking statements that are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. The accuracy of such
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>
<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 or Andy Brimmer

Abernathy MacGregor Frank

212-371-5999

On December 20, 1999, Chesapeake issued the following press release:

CHESAPEAKE ANNOUNCES EXPIRATION OF

HART-SCOTT-RODINO WAITING PERIOD

Will Proceed With All Cash Tender Offer For Shorewood

(Richmond, VA--December 20, 1999)--Chesapeake Corporation (NYSE:CSK) today
announced that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 has expired, satisfying one of the conditions to
proceed with its fully financed cash tender offer for all of Shorewood
Packaging Corporation's (NYSE:SWD) outstanding common stock at a price of
$17.25 per share.

On December 3, 1999, Chesapeake announced that it would commence a tender
offer to acquire all the outstanding shares of Shorewood for $17.25 in cash
per share, or approximately $500 million. Chesapeake's tender offer represents
an approximate 45 percent premium to Shorewood's closing stock price on
November 9, 1999, the day prior to Chesapeake's initial proposal to
Shorewood's board of directors.

# # #

This news release, including comments by Thomas H. Johnson, contains forward-
looking statements that are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. The accuracy of such
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

I-20
<PAGE>

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, call:

<TABLE> Molly Remes William Tolley/Joel Mostrom

Joele Frank or Andy Brimmer

Abernathy MacGregor Frank

212-371-5999

On December 21, 1999, the Company issued the following press release which
contained the full text of a letter which Mr. Shore delivered on that date to
Mr. Johnson:

FOR IMMEDIATE RELEASE:

CONTACTS:

Sard Verbinnen & Co.

David Reno/Paul Caminiti

(212) 687-8080

SHOREWOOD SENDS LETTER TO CHESAPEAKE

NEW YORK, DECEMBER 21, 1999--Shorewood Packaging Corporation (NYSE:SWD) today
sent the following letter to Tom Johnson, President and Chief Executive
Officer of Chesapeake Corporation (NYSE: CSK):

December 21, 1999

Mr. Thomas H. Johnson

President and Chief Executive Officer

Chesapeake Corporation

1021 E. Cary Street

Richmond, Virginia 21218

Dear Tom:

I have read your letter dated December 17, 1999.

You are correct that our Board of Directors has authorized management and our
financial advisors to explore alternatives available to Shorewood to enhance
stockholder value. I understand that despite your commencement of a highly
conditional, inadequate tender offer, you now seek to have discussions with us
regarding your offer. We decline your request for a meeting for the following
reasons:

The current Chesapeake offer has been found by Shorewood's Board of Directors
to be inadequate; among other factors, it represents a 15% to 20% discount to
analysts' short-term trading targets for Shorewood shares.

We believe that Section 203 of the Delaware corporate law effectively prevents
Chesapeake from completing a merger with Shorewood for at least three years.

We are concerned that the inadequate offer you have made is also highly
conditional. For example, Chesapeake's proposed bank financing does not appear
to contemplate the situation where Chesapeake could be a majority stockholder
with fiduciary duties to the minority, which would preclude it from utilizing
Shorewood's cash for

I-21
<PAGE>

its own use and otherwise consolidating operations. Although Chesapeake has
stated that it is a "willing" buyer, we question whether it is financially
"ready" or "able."

As fiduciaries, we consider the best interests of all stockholders. In this
regard we seek value and certainty on behalf of the entire stockholder base
and are reluctant to support any transaction which is fraught with serious
contingencies.

Due to concerns regarding the inadequacy of your offer, your conditional
financing and completion risks, we do not believe it is in the best interests
of our stockholders to pursue your inadequate proposal.

Sincerely,

/s/ Marc P. Shore

Marc P. Shore

Shorewood Packaging Corporation is a leading value-added provider of high
quality printing and paperboard packaging for the music, computer software,
cosmetics and toiletries, food, home video, tobacco and general consumer
markets in North America and China, with 16 plants in the United States,
Canada and China.

# # #

Certain statements included in this press release constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements are typically identified by their inclusion of
phrases such as "Shorewood anticipates," "Shorewood believes"' and other
phrases of similar meaning. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements of Shorewood to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, among others: general
economic and business conditions; competition; political changes in
international markets; raw material and other operating costs; costs of
capital equipment; changes in foreign currency exchange rates; changes in
business strategy or expansion plans; the results of continuing environmental
compliance testing and monitoring; quality of management; availability, terms
and development of capital; fluctuating interest rates and other factors
referenced in this release and in Shorewood's Annual Report on Form 10-K and
quarterly reports on Form 10-Q.

CERTAIN INFORMATION CONCERNING PARTICIPANTS

Shorewood Packaging Corporation ("Shorewood") and certain other persons named
below may be deemed to be participants in the solicitation of revocations of
consents in response to the consent solicitation being conducted by Chesapeake
Corporation ("Chesapeake"). The participants in this solicitation may include:
(i) the directors of Shorewood (Marc P. Shore (Chairman of the Board and Chief
Executive Officer), Howard M. Liebman (President and Chief Financial Officer),
Leonard Verebay (Executive Vice President), Andrew N. Shore (Vice President
and General Counsel), Kevin J. Bannon, Sharon R. Fairley, Virginia A. Kamsky,
R. Timothy O'Donnell and William P. Weidner); and (ii) William H. Hogan
(Senior Vice President, Finance and Corporate Controller). As of the date of
this communication, the number of shares of common stock, par value $0.01 per
share ("Common Stock"), beneficially owned by the Shorewood participants
(including shares subject to stock options exercisable within 60 days) is as
follows: Marc P. Shore (4,750,485), Howard M. Liebman (233,269),

I-22
<PAGE>

Leonard J. Verebay (500,180), Andrew N. Shore (169,052), Kevin J. Bannon
(33,000), Virginia A. Kamsky (4,500), R. Timothy O'Donnell (326,118); William
P. Weidner (57,000); and William H. Hogan (30,500).

In connection with Bear Stearns' role as co-financial advisor to Shorewood,
Bear Stearns and the following investment banking employees of Bear Stearns
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 consent revocations therefrom: Terence Cryan (Senior Managing
Director), Charles Edelman (Senior Managing Director), Mark A. Van Lith
(Managing Director) and Karen Duffy (Vice President). Bear Stearns engages 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 Bear Stearns may trade securities of Shorewood for its
own account and the accounts of its customers, and accordingly, may at any
time hold a long or short position in such securities. Bear Stearns has
informed Shorewood that, as of the date hereof, Bear Stearns held no shares of
Common Stock for its own account. Bear Stearns and certain of its affiliates
may have voting and dispositive power with respect to certain shares of Common
Stock held in asset management, brokerage and other accounts. Bear Stearns and
such affiliates disclaim beneficial ownership of such shares of Common Stock.

Also on December 21, 1999, Chesapeake issued the following press release:

FOR IMMEDIATE RELEASE

CHESAPEAKE RESPONDS TO SHOREWOOD LETTER

(Richmond, VA--December 21, 1999) Chesapeake Corporation (NYSE:CSK) issued the
following statement today in response to a letter sent to Thomas H. Johnson,
president and chief executive officer of Chesapeake, from Shorewood Packaging
Corporation (NYSE:SWD).

Mr. Johnson said, "We are mystified by Shorewood's refusal to include
Chesapeake in Shorewood's announced process to explore alternatives to enhance
stockholder value. We stand ready to meet to discuss price and structure of
our fully financed offer. Shorewood's purported grounds for excluding
Chesapeake from its process are unfounded and utterly without merit. Their
intransigence is especially unfortunate, in that Shorewood's board has
attempted to adopt by-law amendments which purport to restrict Shorewood's
stockholders' ability to consider our offer. We are challenging Shorewood's
actions in court."

I-23
<PAGE>

# # #

This news release, including comments by Thomas H. Johnson, contains forward-
looking statements that are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. The accuracy of such
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>
<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 or Andy Brimmer

Abernathy MacGregor Frank

212-371-5999

On December 28, 1999, the Company filed the Revised Preliminary Consent
Revocation Statements on Schedule 14A with the SEC.

On December 28, 1999, Shorewood [issued a press release][disclosed in SEC
filings] the full text of the following letter sent from the Company to each
of the Shorewood stockholders:

[SHOREWOOD LETTERHEAD]

December 22, 1999

Dear Fellow Stockholder:

On December 16, 1999, Shorewood's Board of Directors unanimously rejected
Chesapeake's unsolicited, highly conditional tender offer of $17.25 per share.
Your Board determined that the offer is inadequate and does not reflect the
value or prospects of Shorewood.

Chesapeake, however, appears intent on pursuing its plan to acquire your
shares at an inadequate price. In furtherance of that goal, you can expect
that Chesapeake will be seeking your vote to remove Shorewood's entire Board
of Directors--without cause--through a consent solicitation process.
Chesapeake also will solicit consents to install its own hand-picked nominees
as Shorewood's directors, and these nominees are committed to Chesapeake's
inadequate and opportunistic offer.

I-24
<PAGE>

YOUR BOARD OF DIRECTORS UNANIMOUSLY URGES YOU NOT TO LET CHESAPEAKE DO THIS!
WE URGE YOU NOT TO TENDER YOUR SHARES TO CHESAPEAKE AND CAUTION YOU NOT TO
SIGN ANY WHITE PROXY OR CONSENT CARD THAT MAY BE SENT TO YOU BY CHESAPEAKE.

There are numerous reasons why your Board believes that Chesapeake's efforts
to seize control of your Board is unwise and not in the best interests of
Shorewood and its stockholders. Your Board's reasons for rejecting
Chesapeake's offer are set forth in Shorewood's Schedule 14D-9 which
previously was mailed to you. In the meantime, we ask you to remember the
following:

. CHESAPEAKE'S INTERESTS ARE NOT THE SAME AS YOURS: Chesapeake's interest
is to acquire your Company as quickly and cheaply as possible and not to
give you the opportunity to obtain the best value for your shares.

. SHOREWOOD IS PURSUING STRATEGIC ALTERNATIVES: Your Board of Directors
has instructed management and Shorewood's financial advisors to explore
strategic alternatives which would enhance the value of your shares. We
already have received several unsolicited inquiries from third parties
who have indicated an interest in pursuing an extraordinary transaction
with Shorewood, and we have engaged in preliminary discussions
concerning these inquiries.

. CHESAPEAKE'S $17.25 PRICE UNDERVALUES YOUR SHOREWOOD SHARES: As
discussed in our Schedule 14D-9, Chesapeake's offer does not reflect the
long-term value inherent in Shorewood and is nothing more than an
opportunistic attempt by Chesapeake to capture for is own stockholders
the future value of your shares.

. CHESAPEAKE'S OFFER IS HIGHLY CONDITIONAL: Chesapeake's offer is subject
to numerous conditions--and I can assure you that these conditions will
not be satisfied by the initial expiration date of January 3. Some of
these conditions may never be satisfied. Accordingly, there is no need
to tender your shares into Chesapeake's inadequate offer--which as of
today is for a price that is below the market value of your shares. You
still have every right to withdraw any shares you may have tendered. If
you need assistance in withdrawing tendered shares, please call
Innisfree M&A Incorporated, toll-free, at (888) 750-5834.

I look forward to updating you in the coming weeks on the progress of our
efforts to enhance stockholder value. Meanwhile, we urge you not to tender
your shares to Chesapeake's opportunistic offer and not to sign any white
proxy or consent card that Chesapeake may send you.

Thank you for your continued trust and support.

Sincerely,

/s/ Marc P. Shore

Marc P. Shore

Chairman of the Board and

Chief Executive Officer

CERTAIN INFORMATION CONCERNING PARTICIPANTS

I-25
<PAGE>

share ("Common Stock"), beneficially owned by the Shorewood participants
(including shares subject to stock options exercisable within 60 days) is as
follows: Marc P. Shore (4,750,485), Howard M. Liebman (233,269), Leonard J.
Verebay (500,180), Andrew N. Shore (169,052), Kevin J. Bannon (33,000),
Virginia A. Kamsky (4,500), R. Timothy O'Donnell (326,118); William P. Weidner
(57,000); and William H. Hogan (30,500).

Shorewood has retained Bear, Stearns & Co. Inc. ("Bear Stearns") and
Jefferson Capital Group, Ltd. ("Jefferson Capital") to act as its co-financial
advisors in connection with the tender offer (the "Offer") by Chesapeake and
its wholly owned subsidiary, Sheffield, Inc., to purchase shares of Common
Stock for $17.25 per share net to the seller in cash, for which Bear Stearns
and Jefferson Capital may receive substantial fees, as well as reimbursement
of reasonable out-of-pocket expenses. In addition, Shorewood has agreed to
indemnify Bear Stearns, Jefferson Capital and certain related persons against
certain liabilities, including certain liabilities under the federal
securities laws, arising out of their engagement. Neither Bear Stearns nor
Jefferson Capital admit that they or any of their partners, directors,
officers, employees, affiliates or controlling persons, if any, is a
"participant" as defined in Schedule 14A promulgated under the Securities
Exchange Act of 1934, as amended, in the solicitation of consent revocations,
or that Schedule 14A requires the disclosure of certain information concerning
Bear Stearns and Jefferson Capital, respectively.

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.

I-26
<PAGE>

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 corrugatgd 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 call:

Molly Remes William Tolley/Joel Mostrom

804-697-1110 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 Stettinias; Richard G. Gilghman; 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. Kobut, 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 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).

I-27
<PAGE>

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 Manger 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.

Also on December 29, 1999, the Company issued the following press release:

CONTACT:

Sard Verbinnen & Co.

Brandy Bergman

(212) 687-8080

FOR IMMEDIATE RELEASE

SHOREWOOD PACKAGING CORPORATION COMMENTS ON CHESAPEAKE'S POOR TENDER OFFER
RESULTS

NEW YORK, NY, December 29, 1999 - Shorewood Packaging Corporation (NYSE:SWD)
today noted that, due to lack of support from Shorewood's stockholders,
Chesapeake Corporation (NYSE: CSK) has significantly extended the time period
for Shorewood stockholders to tender their shares into its offer. With only
three business days remaining until Chesapeake's tender offer was initially
set to expire, less than 1% of Shorewood's outstanding shares were tendered.

Marc P. Shore, Chairman and Chief Executive Officer, stated, "Clearly, the
tender offer results represent a vote of no-confidence by Shorewood's
stockholders in Chesapeake's highly conditional, inadequate offer. We are
pleased that this was recognized by an overwhelming majority of our
stockholders. We remain committed to exploring the various strategic
alternatives available to us to enhance the value of Shorewood shares."

I-28
<PAGE>

# # #

Certain statements included in this press release constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 (the "Act"). While the safe harbors intended to be created by the Act
are not available to statements made in connection with a tender offer, it has
not been judicially determined whether such safe harbor provisions apply to
forward-looking statements made in connection with a consent solicitation
conducted in connection with a tender offer. However, the consent solicitation
by Chesapeake Corporation is intended to facilitate its tender offer, and the
statements made herein may be deemed to have been made in connection with such
tender offer. Accordingly, such statements may not be covered by the safe
harbor provisions of the Act. Any forward-looking statements made herein are
only predictions, subject to risks and uncertainties that exist in the
business environment which could render actual outcomes and results materially
different from those expressed in such statements, including, but not limited
to, general economic and business conditions, competition, political changes
in international markets, raw material and other operating costs; costs of
capital equipment, changes in foreign currency exchange rates, changes in
business strategy or expansion plans, the results of continuing environmental
compliance testing and monitoring; quality of management; availability, terms
and development of capital, fluctuating interest rates and other factors
referenced in this release and in Shorewood's annual report on Form 10-K and
quarterly reports on Form 10-Q.

CERTAIN INFORMATION CONCERNING PARTICIPANTS

Shorewood Packaging Corporation ("Shorewood") and certain other persons named
below may be deemed to be participants in the solicitation of revocations of
consents in response to the consent solicitation being conducted by Chesapeake
Corporation ("Chesapeake"). The participants in this solicitation may include,
(i) the directors of Shorewood (Marc P. Shore (Chairman of the Board and Chief
Executive Officer), Howard M. Liebman (President and Chief Financial Officer),
Leonard Verebay (Executive Vice President), Andrew N. Shore (Vice President
and General Counsel), Kevin J. Bannon, Sharon R. Fairley, Virginia A. Kamsky,
R. Timothy O'Donnell and William P. Weidner); and (ii) William H. Hogan
(Senior Vice President, Finance and Corporate Controller). As of the date of
this communication, the number of shares of common stock, par value $0.01 per
share ("Common Stock"), beneficially owned by the Shorewood participants
(including shares subject to stock options exercisable within 60 days) is as
follows: Marc P. Shore (4,750,485), Howard M. Liebman (233,269), Leonard J.
Verebay (500,180), Andrew N. Shore (169,052), Kevin J. Bannon (33,000),
Virginia A. Kamsky (4,500), R. Timothy O'Donnell (326,118), William P. Weidner
(57,000), and William H. Hogan (30,500).

Shorewood has retained Bear, Stearns & Co. Inc. ("Bear Stearns") and Jefferson
Capital Group, Ltd. ("Jefferson Capital") to act as its co-financial advisors
in connection with the tender offer (the "Offer") by Chesapeake and its wholly
owned subsidiary, Sheffield, Inc., to purchase shares of Common Stock for
$17.25 per share net to the seller in cash, for which Bear Stearns and
Jefferson Capital may receive substantial fees, as well as reimbursement of
reasonable out-of-pocket expenses. In addition, Shorewood has agreed to
indemnify Bear Stearns, Jefferson Capital and certain related persons against
certain liabilities, including certain liabilities under the federal
securities laws, arising out of their engagement. Neither Bear Stearns nor
Jefferson Capital admit that they or any of their partners, directors,
officers, employees, affiliates or controlling persons, if any, is a
"participant" as defined in Schedule 14A promulgated under the Securities
Exchange Act of 1934, as amended, in the solicitation of consent revocations
or that Schedule 14A requires the disclosure of certain information concerning
Bear Stearns and Jefferson Capital, respectively.

I-29
<PAGE>

In connection with Bear Stearns' role as co-financial advisor to Shorewood,
Bear Stearns and the following investment banking employees of Bear Stearns
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 consent revocations therefrom: Terence Cryan (Senior Managing
Director), Charles Edelman (Senior Managing Director), Mark A. Van Lith
(Managing Director) and Karen Duffy (Vice President). Bear Stearns engages 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 Bear Stearns may trade securities of Shorewood for its
own account and the accounts of its customers, and accordingly, may at any
time hold a long or short position in such securities. Bear Stearns has
informed Shorewood that, as of the date hereof, Bear Stearns held, net long,
no shares of Common Stock for its own account. Bear Stearns and certain of its
affiliates may have voting and dispositive power with respect to certain
shares of Common Stock held in asset management, brokerage and other accounts.
Bear Stearns and such affiliates disclaim beneficial ownership of such shares
of Common Stock.

On January 5, 2000, Shorewood issued the following press release:

FOR IMMEDIATE RELEASE

CONTACT:

Sard Verbinnen & Co.

David Reno/Paul Caminiti/Brandy Bergman

(212) 687-8080

SHOREWOOD PACKAGING CORPORATION

AMENDS BY-LAWS TO DECREASE VOTE REQUIRED FOR

STOCKHOLDERS TO AMEND BY-LAWS

NEW YORK, NY, JANUARY 5, 2000--Shorewood Packaging Corporation (NYSE:SWD)
today announced that its Board of Directors has amended the Shorewood by-laws
to require a 60% vote for its stockholders to amend the by-laws. The Shorewood
by-laws, as amended in late November 1999, had required the vote of not less
than two-thirds of Shorewood's issued and outstanding shares to amend the by-
laws.

The by-law provision being amended is the subject of pending litigation
brought by Chesapeake Corporation (NYSE:CSK). Last month, Chesapeake sued
Shorewood and its directors alleging that the two-thirds by-law provision was
invalid. While Shorewood and its Board of Directors do not agree with
Chesapeake's characterization of the by-law provision, the Shorewood Board
determined to decrease the stockholder vote required for by-law amendments to
enable a majority of the disinterested stockholders to amend the by-laws
should they so wish. Based upon the 20% block of shares which Shorewood
believes are committed to vote for Chesapeake pursuant to an agreement with an
institutional holder, under the newly-amended by-law Chesapeake now needs a
majority of the remaining outstanding shares to achieve the 60% threshold.

I-30
<PAGE>

Marc P. Shore, Chairman and Chief Executive Officer of Shorewood, stated, "The
by-law change again demonstrates that the Shorewood Board is committed to
acting in the best interests of the company's stockholders. In contrast to
Shorewood which is pursuing strategic alternatives to enhance stockholder
value, Chesapeake continues to hide behind its extensive anti-takeover
defenses and refuses to act for the benefit of their stockholders by talking
to Shorewood about our proposal to acquires Chesapeake for a price per share
that would provide a significant premium to Chesapeake's stockholders."

In a trial scheduled to begin on January 11, 2000, the Delaware Court is
expected to hear arguments on, among other things, the issue of whether
Chesapeake is an "interested stockholder," within the meaning of Section 203
of the Delaware General Corporation Law, due to the agreements and
arrangements it has entered into with one of Shorewood's institutional
holders. If Chesapeake is found to be an "interested stockholder" then it
would be prohibited from consummating a merger with Shorewood for three years
unless it received the two-thirds vote of the other stockholders. In addition,
if Chesapeake is found to be an "interested stockholder," Shorewood believes
this finding could jeopardize its tender offer financing.

# # #

Certain statements included in this press release constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 (the "Act"). While the safe harbors intended to be created by the Act
are not available to statements made in connection with a tender offer, it has
not been judicially determined whether such safe harbor provisions apply to
forward-looking statements made in connection with a consent solicitation
conducted in connection with a tender offer. However, the consent solicitation
by Chesapeake Corporation is intended to facilitate its tender offer, and the
statements made herein may be deemed to have been made in connection with such
tender offer. Accordingly, such statements may not be covered by the safe
harbor provisions of the Act. Any forward-looking statements made herein are
only predictions, subject to risks and uncertainties that exist in the
business environment which could render actual outcomes and results materially
different from those expressed in such statements, including, but not limited
to, general economic and business conditions, competition, political changes
in international markets, raw material and other operating costs; costs of
capital equipment, changes in foreign currency exchange rates, changes in
business strategy or expansion plans, the results of continuing environment
compliance testing and monitoring; quality of management; availability, terms
and development of capital, fluctuating interest rates and other factors
referenced in this release and in Shorewood's annual report on Form 10-K and
quarterly reports on Form 10-Q.

CERTAIN INFORMATION CONCERNING PARTICIPANTS

I-31
<PAGE>

O'Donnell and William P. Weidner); and (ii) William H. Hogan (Senior Vice
President, Finance and Corporate Controller). As of the date of this
communication, the number of shares of common stock, par value $0.01 per share
("Common Stock"), beneficially owned by the Shorewood participants (including
shares subject to stock options exercisable within 60 days) is as follows:
Marc P. Shore (4,750,485), Howard M. Liebman (233,269), Leonard J. Verebay
(500,180), Andrew N. Shore (169,052), Kevin J. Bannon (33,000), Virginia A.
Kamsky (4,500), R. Timothy O'Donnell (326,118); William P. Weidner (57,000);
and William H. Hogan (30,500).

In connection with Bear Stearns' role as co-financial advisor to Shorewood,
Bear Stearns and the following investment banking employees of Bear Stearns
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 consent revocations therefrom: Terence Cryan (Senior Managing
Director), Charles Edelman (Senior Managing Director), Mark A. Van Lith
(Managing Director) and Karen Duffy (Vice President). Bear Stearns engages 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 Bear Stearns may trade securities of Shorewood for its
own account and the accounts of its customers, and accordingly, may at any
time hold a long or short position in such securities. Bear Stearns has
informed Shorewood that, as of the date hereof, Bear Stearns held, net long,
no shares of Common Stock for its own account. Bear Stearns and certain of its
affiliates may have voting and dispositive power with respect to certain
shares of Common Stock held in asset management, brokerage and other accounts.
Bear Stearns and such affiliates disclaim beneficial ownership of such shares
of Common Stock.

I-32
<PAGE>

On January 10, 2000, the Company issued the following press release:

FOR IMMEDIATE RELEASE

CONTACT:

Sard Verbinnen & Co.

David Reno/Paul Caminiti/Brandy Bergman

(212) 687-8080

SHOREWOOD PACKAGING CORPORATION

ENGAGES GREENHILL & CO. AS FINANCIAL ADVISOR TO

SPECIAL STRATEGIC COMMITTEE

NEW YORK, NY, JANUARY 10, 2000 - Shorewood Packaging Corporation (NYSE:SWD)
today announced that its Special Strategic Committee of Independent Directors,
formed to evaluate strategic alternatives which could enhance stockholder
value, has engaged Greenhill & Co., LLC as its financial advisor. Earlier, the
Board of Directors had selected Bear, Stearns & Co. and Jefferson Capital
Group, Ltd. to serve as Shorewood's financial advisors in connection with the
unsolicited proposal by Chesapeake Corporation (NYSE: CSK) to acquire

Shorewood, and Bear Stearns and Jefferson Capital will continue to advise the
full Board in that capacity and will also assist the full Board in its review
of strategic alternatives which could enhance stockholder value.

# # #

Certain statements included in this press release constitute "forward- looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 (the "Act"). While the safe harbors intended to be created by the Act
are not available to statements made in connection with a tender offer, it has
not been judicially determined whether such safe harbor provisions apply to
forward-looking statements made in connection with a consent solicitation
conducted in connection with a tender offer. However, the consent solicitation
by Chesapeake Corporation is intended to facilitate its tender offer, and the
statements made herein may be deemed to have been made in connection with such
tender offer. Accordingly, such statements may not be covered by the safe
harbor provisions of the Act. Any forward-looking statements made herein are
only predictions, subject to risks and uncertainties that exist in the
business environment which could render actual outcomes and results materially
different from those expressed in such statements, including, but not limited
to, general economic and business conditions, competition, political changes
in international markets, raw material and other operating costs; costs of
capital equipment, changes in foreign currency exchange rates, changes in
business strategy or expansion plans, the results of continuing environmental
compliance testing and monitoring; quality of management; availability, terms
and development of capital, fluctuating interest rates and other factors
referenced in this release and in Shorewood's annual report on Form 10-K and
quarterly reports on Form 10-Q.

I-33
<PAGE>

CERTAIN INFORMATION CONCERNING PARTICIPANTS

Shorewood Packaging Corporation ("Shorewood") and certain other persons named
below may be deemed to be participants in the solicitation of revocations of
consents in response to the consent solicitation being conducted by Chesapeake
Corporation ("Chesapeake"). The participants in this solicitation may include:
(i) the directors of Shorewood (Marc P. Shore (Chairman of the Board and Chief
Executive Officer), Howard M. Liebman (President and Chief Financial Officer),
Leonard Verebay (Executive Vice President), Andrew N. Shore (Vice President
and General Counsel), Kevin J. Bannon, Sharon R. Fairley, Virginia A. Kamsky,
R. Timothy O'Donnell and William P. Weidner); and (ii) William H. Hogan
(Senior Vice President, Finance and Corporate Controller). As of the date of
this communication, the number of shares of common stock, par value $0.01 per
share ("Common Stock"), beneficially owned by the Shorewood participants
(including shares subject to stock options exercisable within 60 days) is as
follows: Marc P. Shore (4,750,485), Howard M. Liebman (233,269), Leonard J.
Verebay (500,180), Andrew N. Shore (169,052), Kevin J. Bannon (33,000),
Virginia A. Kamsky (4,500), R. Timothy O'Donnell (326,118); William P. Weidner
(57,000); and William H. Hogan (30,500).

In connection with Bear Stearns' role as co-financial advisor to Shorewood,
Bear Stearns and the following investment banking employees of Bear Stearns
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 consent revocations therefrom: Terence Cryan (Senior Managing
Director), Charles Edelman (Senior Managing Director), Mark A. Van Lith
(Managing Director) and Karen Duffy (Vice President). Bear Stearns engages 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 Bear Stearns may trade securities of Shorewood for its
own account and the accounts of its customers, and accordingly, may at any
time hold a long or short position in such securities. Bear Stearns has
informed Shorewood that, as of the date hereof, Bear Stearns held, net long,
no shares of Common Stock for its own account. Bear Stearns and certain of its
affiliates may have voting and dispositive power with respect to certain
shares of Common Stock held in asset management, brokerage and other accounts.
Bear Stearns and such affiliates disclaim beneficial ownership of such shares
of Common Stock.

The special committee of independent directors (the "Special Committee") of
the Shorewood Board of Directors, formed to evaluate strategic alternatives
which could enhance stockholder value, has retained Greenhill & Co., LLC
("Greenhill") as its financial advisor. In connection with Greenhill's role as
financial advisor to the Special Committee, Greenhill and the following
investment banking employees of Greenhill may communicate in person, by
telephone or otherwise with a limited number of institutions, brokers or other
persons who are stockholders

I-34
<PAGE>

of Shorewood and may solicit consent revocations therefrom: Robert F.
Greenhill (Chairman), Scott L. Bok (Managing Director), James M. Wildasin
(Vice President) and Joseph A. McMillan, Jr. (Associate). Greenhill has
informed Shorewood that, as of the date hereof, Greenhill held, net long, no
shares of Common Stock for its own account.

On January 18, 2000, Chesapeake issued the following press release:

[Logo] Chesapeake Corporation

CHESAPEAKE EXTENDS SHOREWOOD TENDER OFFER

THROUGH FEBRUARY 18, 2000

Richmond, VA--January 18, 2000--Chesapeake Corporation (NYSE: CSK) announced
today that it has extended its cash tender offer to purchase all outstanding
shares of Shorewood Packaging Corporation (NYSE: SWD) for $17.25 per share, or
approximately $500 million. The offer, which was scheduled to expire at
midnight on January 20, 2000, has been extended through midnight. New York
City time, on February 18, 2000.

As of the close of business on Tuesday, January 18, 2000, 2,458,271 shares of
Shorewood common stock have been validly tendered and not withdrawn pursuant
to Chesapeake's tender offer.

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; 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 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,

I-35
<PAGE>

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 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.

I-36
<PAGE>

SCHEDULE II

INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE
OFFICERS, AND CERTAIN REPRESENTATIVES, OF CHESAPEAKE AND PURCHASER

The following tables set forth the name and the present principal occupation
or employment, and the name, principal business and address of any corporation
or other organization in which such employment is carried on, of (1) the
Directors and executive officers of Chesapeake, (2) the Directors and
executive officers of Purchaser and (3) certain representatives of Chesapeake
who may assist D.F. King & Co., Inc., the Information Agent, in soliciting
proxies from Shorewood Stockholders. Unless otherwise indicated, the principal
business address of each Director or executive officer of Chesapeake, and each
Director or executive officer of Purchaser, named below is 1021 East Cary
Street, Richmond, Virginia 23218-2350.

Directors and Executive Officers of Chesapeake

<TABLE>
<CAPTION>
Name and Principal Present Office and
Business Address Principal Occupation or Employment During the Last Five Years
------------------ -------------------------------------------------------------
<C> <S>
Robert L. Hintz Director; Chairman of the Board, R.L. Hintz and Associates, a
management services consulting firm (since 1988); Director of
Arch Coal, Inc., Reynolds Metals Company and Scott &
Stringfellow Financial, Inc.

Thomas H. Johnson Director; President & Chief Executive Officer of Chesapeake
Corporation (since 1997); former Vice Chairman (1996-1997) and
President and Chief Executive Officer (1989-1996), Riverwood
International Corporation, a forest products and packaging
company.

James E. Rogers Director; President, SCI Investors, Inc., a private equity
investment firm (since 1993); Director of Owens & Minor, Inc.,
Caraustar Industries, Inc. and Wellman, Inc.

John W. Rosenblum Director; Dean, Jepson School of Leadership Studies, University
of Richmond (since 1996); former Tayloe Murphy Professor of
Business Administration (1993-1996), Darden Graduate School of
Business Administration, University of Virginia; Director of
Cadmus Communications Corporation, Comdial Corporation, Cone
Mills Corporation and Grantham, Mayo, van Otterloo, LLP.

Frank S. Royal Director; Physician (since 1969); Director of Columbia/HCA
Healthcare Corporation, CSX Corporation, Dominion Resources,
Inc. and SunTrust Banks, Inc.

Wallace Stettinius Director; Retired (since 1995); former Chairman of the Board,
Cadmus Communications Corporation, a graphic communications
holding company; Director of Cadmus Communications Corporation.

Richard G. Tilghman Director; Chairman of the Board, Chief Executive Officer and
Director, Crestar Financial Corporation, a bank holding company
(since 1985); Vice Chairman of the Board, Executive Vice
President and Director, SunTrust Banks, Inc., a bank holding
company.

Joseph P. Viviano Director; Vice Chairman (since 1999) and Director, Hershey
Foods Corporation, a manufacturer of confectionery products;
former President and Chief Operating Officer (1993-1998),
Hershey Foods Corporation; Director of Harsco Corporation,
Huffy Corporation and R.J. Reynolds Tobacco Holdings, Inc.

Harry H. Warner Director; Chairman of the Board (Non-executive) of Chesapeake
Corporation (since 1998); Financial Consultant; Director of
Allied Research Corporation and Pulaski Furniture Corporation.

Hugh V. White, Jr. Director; Senior Counsel, Hunton & Williams, Chesapeake
Corporation's principal law firm (since 1999); Partner, Hunton
& Williams (1969-1999); Director of Pulaski Furniture
Corporation.
</TABLE>

II-1
<PAGE>

<C> <S>
J.P. Causey Jr. Senior Vice President, Secretary & General Counsel (since 1995);
Vice President, Secretary & General Counsel (1986-1995);
Director of C&F Financial Corporation.

Keith Gilchrist Executive Vice President--European Packaging (since 1999); Chief
Executive, Field Group plc (since 1993).

Andrew J. Kohut Senior Vice President, Strategic Business Development (since
1998); Group Vice President--Display and Packaging (1996-1998);
Group Vice President--Finance & Strategic Development and Chief
Financial Officer (1995-1996); Vice President--Finance and Chief
Financial Officer (1991-1995).

Octavio Orta Executive Vice President--Display & Packaging (since 1998);
Senior Vice President, Coated Board Sales and Packaging
Operation Group, Riverwood International Corporation (1995-
1998); Senior Vice President Europe and Asia/Pacific, Riverwood
International Corporation (1993-1995).

Robert F. Schick Senior Vice President--containers (since 1998); President,
Chesapeake Packaging Co. (since 1996); Vice President,
Chesapeake Packaging Co. (1994-1996).

Thomas A. Smith Vice President--Human Resources & Assistant Secretary (since
1987).

William T. Tolley Senior Vice President--Finance and Chief Financial Officer
(since 1998); Group Vice President--Finance and Chief Financial
Officer (1996-1998); Vice President, Finance and Logistics,
Chief Financial Officer, North American Operations, Carrier
Corporation (1994-1996).
</TABLE>

II-2
<PAGE>

Directors and Executive Officers of Purchaser

<TABLE>
<CAPTION>
Name and Principal Present Office and
Business Address Principal Occupation or Employment During the Last Five Years
------------------ -------------------------------------------------------------
<C> <S>
Thomas H. Johnson President; Director, President & Chief Executive Officer of
Chesapeake Corporation (since 1997); former Vice Chairman (1996-
1997) and President and Chief Executive Officer (1989-1996),
Riverwood International Corporation.

J.P. Causey Jr. Director; Vice President and Secretary. Senior Vice President,
Secretary and General Counsel of Chesapeake Corporation (since
1995); Vice President, Secretary and General Counsel (1986-
1995); Director of C&F Financial Corporation.

Andrew J. Kohut Vice President; Senior Vice President; Strategic Business
Development of Chesapeake Corporation (since 1998); Group Vice
President--Display and Packaging (1996-1998); Group Vice
President--Finance and Strategic Development and Chief Financial
Officer (1995-1996); Vice President--Finance and Chief Financial
Officer (1991-1995).

William T. Tolley Vice President; Senior Vice President--Finance and Chief
Financial Officer of Chesapeake Corporation (since 1998); Group
Vice President--Finance and Chief Financial Officer (1996-1998);
Vice President, Finance and Logistics, Chief Financial Officer,
North American Operations, Carrier Corporation (1994-1996).
</TABLE>

II-3
<PAGE>

SCHEDULE III

SHARES HELD BY CHESAPEAKE, PURCHASER, CERTAIN OF THEIR DIRECTORS, OFFICERS,
EMPLOYEES AND OTHER REPRESENTATIVES AND THEIR NOMINEES AND CERTAIN
TRANSACTIONS BETWEEN ANY OF THEM AND THE COMPANY

As of January 27, 2000, Chesapeake had agreed to purchase approximately 4.1
million Shares, representing approximately 14.9% of the outstanding Shares,
pursuant to the Purchase Agreement described below and Purchaser was the
record holder of an aggregate of 100 Shares, or less than 1% of the Shares
reported by the Company to be outstanding as of December 1, 1999, in the
Company's Quarterly Report on Form 10-Q for the quarter ended October 30, 1999
(the most recent available filing by the Company). A broker-dealer purchased
such Shares in open-market purchases for the account of Purchaser.

On November 26, 1999, Chesapeake and Ariel Capital Management, Inc., an
Illinois corporation ("Ariel"), entered into a stock purchase agreement (the
"Purchase Agreement") pursuant to which Ariel agreed to use its best efforts
as investment advisor to exercise its discretionary authority to cause Ariel's
clients to sell to Chesapeake an aggregate of approximately 4.1 million Shares
(the "Purchased Shares"), representing approximately 14.9% of the Company's
outstanding Shares, at a purchase price of $17.25 per Share or approximately
$70,836,000 in the aggregate. The Purchase Agreement is conditioned on the
satisfaction of the requirements of the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, (the "HSR Act ") and that the
transaction not be subject to any adverse litigation or governmental
proceeding. On December 18, 1999, the waiting period under the HSR Act
expired. The closing for the transactions contemplated in the Purchase
Agreement (the "Closing") is expected to occur on the second business day
following the satisfaction of the conditions.

If, on the proposed Closing date, Chesapeake's proposed purchase of the
Purchased Shares would not then be permitted under Rule 10b-13 promulgated
under the Exchange Act (because Chesapeake has commenced a public tender offer
for Shares that has not terminated or expired as of that date), the Closing
date will be postponed as necessary to permit closing in compliance with such
Rule.

The Purchase Agreement provides that if, prior to Closing, Chesapeake or any
of its affiliates commences a public tender offer for Shares of the Company at
a purchase price that equals or exceeds $17.25 per Share, then Ariel agrees to
use its best efforts as investment adviser to exercise its discretionary
authority to cause Ariel's clients to: (i) tender the Purchased Shares in such
tender offer; and (ii) execute proxies or written consents with respect to the
Purchased Shares in the form solicited by Chesapeake or any of its affiliates
in any proxy or written consent solicitation commenced in connection with such
tender offer.

If, within one year following the Closing date, Chesapeake, directly or
indirectly, acquires a majority of the outstanding Shares of the Company
pursuant to a tender offer, merger, consolidation, business combination or
other similar transaction, then Chesapeake will pay each Ariel client 100% of
the excess, if any, of the per Share consideration paid by Chesapeake in such
transaction over $17.25, multiplied by the number of Shares purchased by
Chesapeake from such Ariel client pursuant to the Purchase Agreement. If,
within one year following the Closing date, any third party not affiliated
with either Chesapeake or Ariel, directly or indirectly, acquires a majority
of the outstanding Shares of the Company pursuant to a tender offer, merger,
consolidation, business combination or other similar transaction, then
Chesapeake will pay each Ariel client the sum of (i) 100% of the excess, if
any, of the highest per share consideration offered by Chesapeake in any
public tender offer for Shares (the "Highest Chesapeake Price") over $17.25
per Share, plus (ii) 50% of the excess, if any, of the per Share consideration
paid by such third party over the Highest Chesapeake Price, multiplied by the
number of Shares purchased by Chesapeake from such Ariel client pursuant to
the Purchase Agreement.

If, prior to the Closing, Chesapeake's purchase of approximately 4.1 million
Shares would result in Chesapeake becoming (i) an "Acquiring Person" as
defined in the Rights Agreement, or (ii) an "interested stockholder" within
the meaning of Section 203, the number of shares to be purchased under the
Purchase Agreement shall be reduced to one Share less than the number of
Shares that, if purchased, would cause Chesapeake to be deemed (A) an
"Acquiring Person" as defined in the Rights Agreement, or (B) an "interested
stockholder" within the meaning of Section 203.

III-1
<PAGE>

If prior to the Closing, a Distribution Date shall have occurred within the
meaning of the Rights Agreement, Ariel's clients will sell to Chesapeake all
of the Rights associated with the Purchased Shares.

The Purchase Agreement, by its terms, relates only to the Purchased Shares,
and Ariel has retained all of its rights with respect to all additional Shares
beneficially owned by Ariel's clients and no agreement, arrangement or
understanding with respect to such Shares exists between Chesapeake and Ariel.

Set forth below are all transactions in Shares that were effected by
Purchaser, Chesapeake, or, to the best knowledge of Purchaser, any of the
persons named in Schedule I or the Nominees or, to their best knowledge, their
associates, during the past 60 days.

TRANSACTIONS EFFECTED DURING THE PAST 60 DAYS

<TABLE>
<CAPTION>
Average Price
Reporting Person Date Shares Purchased Per Share
---------------- ---- ---------------- -------------
<S> <C> <C> <C>
Sheffield, Inc. November 10, 1999 100* $11.94**
Chesapeake Corporation November 26, 1999 4,106,440*** $17.25
</TABLE>
- --------

* Open market purchase effected on the New York Stock Exchange.
** Price excludes commission.
*** Privately negotiated agreement to purchase Shares pursuant to a Stock
Purchase Agreement, dated November 26, 1999, by and between Ariel Capital
Management, Inc. and Chesapeake Corporation.

III-2
<PAGE>

SCHEDULE IV

INFORMATION CONCERNING SHARE OWNERSHIP OF THE CURRENT DIRECTORS AND EXECUTIVE
OFFICERS OF THE COMPANY

The following table sets forth the share ownership of all current directors
and executive officers of the Company as reported in the Company's Revised
Preliminary Consent Revocation Statement.

<TABLE>
<CAPTION>
Amount Of Shares Percent
Name Of Beneficial Owner Beneficially Owned Of Class
- ------------------------ ------------------ --------
<S> <C> <C>
Marc P. Shore(1).................................. 4,750,485 17.38%
Leonard J. Verebay(2)............................. 500,180 1.83%
Charles Kreussling(3)............................. 322,377 1.18%
R. Timothy O'Donnell(4)........................... 326,118 1.19%
Howard M. Liebman(5).............................. 233,269 (6)
Kenneth M. Rosenblum(7)........................... 124,629 (6)
William P. Weidner(8)............................. 57,000 (6)
Kevin J. Bannon(9)................................ 33,000 (6)
Virginia A. Kamsky................................ 4,500 (6)
Andrew N. Shore(10)............................... 169,052 (6)
William H. Hogan(11).............................. 30,500 (6)
Sharon R. Fairley................................. 0 (6)
All directors and executive officers as a group
(12 persons)(12)(13)............................. 6,529,610 23.56%
</TABLE>
- --------
(1) See "Ownership of Common Stock--Footnote (1)."

(2) Includes 500,000 Shares held in grantor retained annuity trust. Under the
terms of the Stockholders' Agreement, these shares are subject to
contractual restrictions on transfer until October 30, 2000, with limited
exceptions for certain types of inter-family, estate planning and
affiliate transactions. These restrictions terminate in various
circumstances, including the occurrence of certain types of capital events
and "change of control" transaction.

(3) Includes 90,000 Shares owned by Charles Kreussling's wife, as to which Mr.
Kreussling disclaims beneficial ownership. The table does not include 750
Shares owned by one of Mr. Kreussling's adult children who shares the same
household.

(4) Includes: (i) 450 Shares owned by Mr. O'Donnell's wife as custodian for
their three minor children; (ii) 22,231 Shares owned by Jefferson Capital
(of which Mr. O'Donnell is the President and a principal stockholder);
(iii) 87,500 Shares which could be acquired on or within 60 days after
December 10, 1999 upon the exercise of warrants granted to Jefferson
Capital; and (iv) 18,000 Shares which could be acquired on or within 60
days after December 10, 1999 upon the exercise of director options granted
to Mr. O'Donnell under the Company's Incentive Plans.

(5) Includes (i) 67,432 Shares which could be acquired on or within 60 days
after December 10, 1999 upon the exercise of stock options granted under
the Company's Incentive Plans; (ii) 79,101 Shares of restricted stock
awarded under the Company's Long-Term Incentive Program, all of which are
subject to forfeiture and (iii) 55,977 Shares that are held by the Company
as collateral for a $657,521 loan in connection with the exercise of
options.

(6) Less than 1% of the outstanding Shares.

(7) Includes: (i) 35,347 Shares which could be acquired on or within 60 days
after December 10, 1999 upon the exercise of stock options granted under
the Company's Incentive Plans; and (ii) 5,178 Shares of restricted stock
awarded under the Company's Long-Term Incentive Program, all of which are
subject to forfeiture.

(8) Includes: (i) 18,000 Shares which could be acquired on or within sixty
(60) days after December 10, 1999 upon the exercise of director options
granted under the Company's Incentive Plans and (ii) 39,000 Shares owned
by William P. Weidner's wife, as to which Mr. Weidner disclaims beneficial
ownership.

(9) Includes 18,000 Shares which could be acquired on or within 60 days after
December 10, 1999 upon the exercise of director options granted under the
Company's Incentive Plans.

(10) Includes: (i) 5,000 Shares which could be acquired on or within 60 days
after December 10, 1999 upon exercise of stock options granted under the
Company's Incentive Plans; (ii) 6,000 Shares of restricted stock awarded
under the Company's Long-Term Incentive Program, all of which are subject
to forfeiture; and (iii) 650 Shares owned by Andrew N. Shore's wife, as
to which Mr. Shore disclaims beneficial ownership.

(11) Includes: (i) 9,000 Shares of restricted stock awarded under the LTIP,
all of which are subject to forfeiture and (ii) 21,500 Shares which could
be acquired on or within sixty (60) days after December 10, 1999 upon the
exercise of director options granted under Shorewood's Incentive Plans.

(12) The total number of directors and executive officers of the Company
includes two executive officers who were not included in the above table.

(13) Includes 695,181 Shares subject to stock options or warrants which could
be acquired on or within 60 days after December 10, 1999 and 184,929
Shares of restricted stock awarded pursuant to the Company's Long-Term
Incentive Program, all of which are subject to forfeiture. Does not
include the Shares held by Messrs. Melvin L. Braun and Floyd G. Glinert,
who, until recently, were Directors of the Company. Where more than one
person is deemed to be a beneficial owner of any particular Shares, such
shares have been counted toward the total listed only once.

IV-1
<PAGE>

FORM OF
CONSENT SOLICITED ON BEHALF OF SHEFFIELD, INC.

Unless otherwise specified below, the undersigned, a holder of shares of
common stock, par value $0.01 per share (the "Common Stock"), of Shorewood
Packaging Corporation (the "Company") on , 2000 (the "Record Date"),
hereby consents pursuant to Section 228 of the Delaware General Corporation
Law, with respect to all of the shares of Common Stock which the undersigned
is entitled to vote, to the taking of the following actions (collectively, the
"Proposals") without a meeting of the stockholders of the Company:

[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.

Sheffield recommends that you consent to all of the following actions.

(If you sign, date and return this card without indicating your vote, you
will be deemed to have consented to each Proposal)

Proposal No. 1.

Amendment to Article III, Section 1 of the Amended and Restated Bylaws of
the Company in effect as of November 22, 1999, as amended by the Company Board
on December 15, 1999, and January 5, 2000 (the "Amended Bylaws"), to remove
the provision establishing a staggered board of directors by (i) deleting the
second, third and fourth sentences of Article III, Section 1 and inserting in
lieu thereof the sentence "Directors shall be elected annually to serve for
one year terms" and (ii) deleting in the third sentence of Article III,
Section 2 of the Bylaws the phrase "at which directors of this class are to be
elected."

[_] CONSENTS [_] WITHHOLDS CONSENT [_] ABSTAINS

- -------------------------------------------------------------------------

Proposal No. 2.

The removal of each of the nine current members of the Board of Directors of
the Company (the "Company Board"), Kevin J. Bannon, Sharon R. Fairley,
Virginia A. Kamsky, Howard M. Liebman, R. Timothy O'Donnell, Andrew N. Shore,
Marc P. Shore, Leonard J. Verebay, and William P. Weidner, and any other
person or persons who may be members of the Company Board at the time the
Proposals become effective (other than the persons elected as a result of the
adoption of Proposal No. 4 set forth below).

[_] CONSENTS [_] WITHHOLDS CONSENT [_] ABSTAINS

Instruction: To consent to the removal of certain of the current directors
of the Company, but not all of them, check the "CONSENTS" box above and write
the name of each person you do not wish removed in the following space:

- -------------------------------------------------------------------------

Proposal No. 3.

Amendment of Article III, Section 1 of the Amended Bylaws of the Company to
fix the number of directors of the Company at three, by deleting the phrase
"to consist of not less than three nor more than twelve directors, as shall be
determined by resolution of the Board of Directors from time to time" and
inserting in lieu thereof the phrase "to consist of three (3) directors."

[_] CONSENTS [_] WITHHOLDS CONSENT [_] ABSTAINS

(Continued and to be signed and dated on the reverse side)
<PAGE>

(Continued from other side)

Proposal No. 4.

The Election of each of Charles M. Elson, Claude B. Owen, Jr. and John E.
Stokely (together, the "Nominees") as a member of the Company Board, to serve
until the next annual meeting of Stockholders and until his successor has been
duly elected and qualified.

[_] CONSENTS [_] WITHHOLDS CONSENT [_] ABSTAINS

If you wish to consent to the election of certain of the Nominees, but not
all of them, check the "CONSENTS" box above and write the name of each such
person you do not wish elected in the following space:

If no box is marked above with respect to this Proposal, the undersigned
will be deemed to consent to such Proposal, except that the undersigned will
not be deemed to consent to the election of any candidate whose name is
written-in in the space provided above.

-------------------------------------------------------------------------

Proposal No. 5.

Repeal any amendments of the Amended Bylaws (whether effected by supplement
to, deletion from or revision of the Amended Bylaws) adopted subsequent to
January 5, 2000, and at or prior to the time the Proposals become effective
(other than amendments adopted as a result of the adoption of Proposal No. 1
and No. 3 set forth above).

[_] CONSENTS [_] WITHHOLDS CONSENT [_] ABSTAINS

Note: Each of Proposal Nos. 3-5 is conditioned upon the approval of Proposal
No. 1. Proposal No. 2 is conditioned upon the approval of Proposal No. 1 and
at least one of the Nominees listed in Proposal No. 4 being elected as a
member of the Company Board. None of Proposal Nos. 3-5 is conditioned upon the
approval of any other of Proposal Nos. 3-5.

If you have any questions or need assistance, please contact D.F. King &
Co., Inc., which is assisting Purchaser in this consent solicitation. Call
toll-free 1-800-578-5378.

Consents can only be given by the Stockholder of record on the Record Date.
Please sign your name below exactly as it appears on your stock certificate(s)
on the Record Date or on the label affixed hereto. When Shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by an
authorized person.

Dated:
--------------------------------

-------------------------------------
Signature (Title, if any)

-------------------------------------
Signature if held jointly

Please sign, date and mail your consent promptly in the enclosed postage-
paid envelope.