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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 13)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 13)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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SHOREWOOD PACKAGING CORPORATION
(Name of Subject Company)
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CHESAPEAKE CORPORATION
SHEFFIELD, INC.
(Bidders)
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Common Stock, $0.01 Par Value Per Share
(Including Associated Rights)
(Title of Class of Securities)
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825229107
(CUSIP Number of Class of Securities)
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Thomas H. Johnson
President & Chief Executive Officer
Chesapeake Corporation
1021 East Cary Street
Richmond, Virginia 23218-2350
(804) 697-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
Copies to:
Gary E. Thompson, Esq.
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
(804) 788-8200
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February 14, 2000
(Date of Event Which Requires Filing of This Statement)
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This Amendment No. 13 to Schedule 14D-1 supplements and amends the Tender
Offer Statement on Schedule 14D-1, filed on December 3, 1999 (as amended, the
"Schedule 14D-1"), by Sheffield, Inc., a Delaware corporation ("Purchaser"),
and Chesapeake Corporation ("Chesapeake"), a Virginia corporation and the
direct owner of all of the outstanding capital stock of Purchaser. The
Schedule 14D-1 relates to the offer by Purchaser to purchase all outstanding
shares of common stock, $0.01 par value per share (the "Common Stock"),
including the associated rights to purchase preferred stock (the "Rights" and
together with the Common Stock, the "Shares"), of Shorewood Packaging
Corporation, a Delaware corporation (the "Company"), not directly or
indirectly owned by Chesapeake and its subsidiaries, for a purchase price of
$17.25 per Share, net to the seller in cash, without interest thereon, on the
terms and subject to the conditions set forth in the Offer to Purchase, dated
December 3, 1999 (the "Offer to Purchase"), and in the related Letter of
Transmittal and any amendments or supplements thereto (which collectively
constitute the "Offer"). Capitalized terms used and not otherwise defined
herein have the meanings set forth in the Schedule 14D-1. This Amendment No.
13 to Schedule 14D-1 also constitutes Amendment No. 13 to the statement on
Schedule 13D of Purchaser and Chesapeake, filed on November 30, 1999.
Item 3. Past Contacts, Transactions or Negotiations with the Subject Company
(b) The text of Section 10 of the Offer to Purchase is hereby amended and
supplemented by adding thereto the following:
On February 11, 2000, the Company sent a letter to Chesapeake offering to
provide Chesapeake and its representatives with the same business plan that
has been provided to other interested parties, conditioned upon Chesapeake
executing a confidentiality agreement containing customary standstill
provisions. During the course of the ensuing weekend, the Company agreed to
delete the standstill provisions from the confidentiality agreement. After
further discussions over the terms of the confidentiality agreement, at the
end of the business day on February 14, 2000, the Company and Chesapeake
executed a confidentiality agreement containing customary provisions, but
having no standstill provisions. Since the execution of such confidentiality
agreement, the Company has made available to Chesapeake certain confidential
and proprietary information, including a copy of its business plan. Other than
making available such information, there have been no substantive discussions
between the Company and Chesapeake with respect to the terms of any negotiated
transaction, and no assurances can be made that if any such discussions should
ensue that they would result in a negotiated transaction between the Company
and Chesapeake.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: February 14, 2000
CHESAPEAKE CORPORATION
/s/ J. P. Causey Jr.
By: _________________________________
J. P. Causey Jr.
Senior Vice President, Secretary
& General Counsel
SHEFFIELD, INC.
/s/ J. P. Causey Jr.
By: _________________________________
J. P. Causey Jr.
Vice President & Secretary
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