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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 12)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 12)
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 10, 2000
(Date of Event Which Requires Filing of This Statement)
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This Amendment No. 12 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.
12 to Schedule 14D-1 also constitutes Amendment No. 12 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 10, 2000, Chesapeake issued the following press release:
[Chesapeake Logo]
CHESAPEAKE DEMANDS RECORD DATE
FROM SHOREWOOD BOARD
(Richmond, VA--February 10, 2000) Chesapeake Corporation (NYSE: CSK) announced
that on February 8, 2000, through its subsidiary, Sheffield Inc., it formally
demanded that Shorewood Packaging Corporation's (NYSE: SWD) Board of Directors
set a record date for Chesapeake's consent solicitation.
Under Shorewood's bylaws, its Board must act within 10 days of Chesapeake's
demand to set a record date, which in turn cannot be more than 10 days after
the Board's action. If Shorewood's Board fails to set a record date within 10
days of Chesapeake's demand, Chesapeake may set the record date by delivering
a consent to Shorewood. Chesapeake will promptly advise Shorewood's
stockholders of the record date once its has been determined.
Thomas H. Johnson, president and chief executive officer of Chesapeake
Corporation, said, "Shorewood has presented no credible alternative to
Chesapeake's all cash offer. We have demanded that the Shorewood Board set a
record date so that we can move forward expeditiously and take our offer
directly to Shorewood's stockholders. It is time for Shorewood stockholders to
have the opportunity to realize the value of their investment. We look forward
to the rapid completion of this process."
The consent solicitation requests Shorewood stockholders to, among other
things, remove from Shorewood's bylaws the provision establishing a staggered
board of directors, remove the current members of the board of directors,
reduce the size of the board to three members and fill the newly created
vacancies on the board with independent nominees. Chesapeake expects that,
subject to their fiduciary duties under applicable law, the independent
nominees would expedite the prompt completion of Chesapeake's acquisition of
Shorewood.
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
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supplier, and a local leader in specific U.S. markets for customized,
corrugated packaging. Chesapeake has over 40 locations in North America,
Europe and Asia. Chesapeake's net sales in 1999 were $1.2 billion.
Chesapeake's website is www.cskcorp.com.
# # #
This news release may contain forward-looking statements that are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. While the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 are not applicable to forward-looking statements
made in connection with a tender offer, it has not been judicially determined
whether such safe harbor provisions apply to forward-looking statements in a
consent solicitation conducted in connection with a tender offer. The accuracy
of such forward-looking statements is subject to a number of risks,
uncertainties, and assumptions that may cause Chesapeake's actual results to
differ materially from those expressed in the forward-looking statements
including, but not limited to: competitive products and pricing; production
costs, particularly for raw materials such as corrugated box, folding carton
and display materials; fluctuations in demand; government policies and
regulations affecting the environment; interest rates; currency translation
movements; and other risks that are detailed from time to time in reports
filed by the Company with the Securities and Exchange Commission.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Chesapeake Corporation ("Chesapeake") and Sheffield, Inc., a wholly owned
subsidiary of Chesapeake ("Purchaser"), and certain other persons named below
may be deemed to be participants in a consent solicitation (the "Consent
Solicitation") that may be conducted by Chesapeake and Purchaser in connection
with the tender offer (the "Offer") by Purchaser to purchase all of the
outstanding shares of common stock ("Shares") of Shorewood Packaging
Corporation ("Shorewood") for $17.25 per Share net to the seller in cash. The
participants in this solicitation may include: (i) the directors of Chesapeake
(Harry H. Warner, Chairman of the Board; Thomas H. Johnson, President & Chief
Executive Officer; Robert L. Hintz; James E. Rogers; John W. Rosenblum; Frank
S. Royal; Wallace Stettinius; Richard G. Tilghman; Joseph P.Viviano; and Hugh
V. White, Jr.); and (ii) certain officers of Chesapeake: J.P. Causey Jr.,
Senior Vice President, Secretary & General Counsel; Andrew J. Kohut, Senior
Vice President--Strategic Business Development; Octavio Orta, Executive Vice
President--Display & Packaging; William T. Tolley, Senior Vice President--
Finance & Chief Financial Officer; Molly Remes, Director--Corporate
Communications; and Joel Mostrom, Vice President--Land Development. As of the
date of this communication, approximately 14.9% of the outstanding Shares of
Shorewood, or approximately 4.1 million Shares, are beneficially owned by
Chesapeake and Purchaser (including Shares to be purchased pursuant to a stock
purchase agreement between Chesapeake and a third-party). Chesapeake has
retained Goldman, Sachs & Co. ("Goldman Sachs") and Donaldson, Lufkin &
Jenrette Securities Corporation ("DLJ") to act as its co-financial advisors in
connection with the Offer, for which Goldman Sachs and DLJ will receive
customary fees, as well as reimbursement of reasonable out-of-pocket expenses.
Chesapeake and Purchaser have retained Goldman Sachs and DLJ to act as their
Co-Dealer Managers in connection with the Offer, for which Goldman Sachs and
DLJ will receive customary fees, as well as reimbursement of reasonable out-
of-pocket expenses. In addition, Chesapeake and Purchaser have agreed to
indemnify Goldman Sachs and certain related persons and DLJ and certain
related persons against liabilities, including certain liabilities under the
federal securities laws, arising out of each of their engagements. Neither
Goldman Sachs nor DLJ believes that they or any of their respective partners,
directors, officers, employees, affiliates or controlling persons, if any, is
a "participant" as defined in Schedule 14A promulgated under the Exchange Act
in the solicitation of proxies and/or consents, or that Schedule 14A requires
the disclosure of certain information concerning Goldman Sachs or DLJ. In
connection with Goldman Sachs' role as Co-Dealer Manager to Chesapeake and
Purchaser, the following investment banking employees of Goldman Sachs may
communicate in person, by telephone or otherwise with a limited number of
institutions, brokers or other persons who are stockholders of Shorewood and
may solicit consents from these institutions, brokers or other persons: Ravi
Sinha, George Mattson, James Katzman, Peter Comisar and Jason Gilbert. In
connection with DLJ's role as Co-Dealer Manager to Chesapeake and Purchaser,
the following investment banking employees of DLJ may communicate in person,
by telephone or otherwise with a limited number of institutions, brokers or
other persons who are stockholders of Shorewood 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,
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market-making and brokerage services for institutional and individual clients.
In the normal course of its business Goldman Sachs and/or DLJ may trade
securities of Shorewood for each of their own accounts and the accounts of
their customers and, accordingly, may at any time hold a long or short
position in such securities. Goldman Sachs and DLJ has each informed
Chesapeake that, as of the date hereof, neither of them holds any Shares for
its own account. Goldman Sachs or DLJ and/or certain of their respective
affiliates may have voting and dispositive power with respect to certain
Shares held in asset management, brokerage and other accounts. Goldman Sachs,
DLJ, and each such of their respective affiliates disclaim beneficial
ownership of such Shares. Other than as set forth herein, to the knowledge of
Chesapeake and Purchaser, as of the date of this communication, none of
Chesapeake, Purchaser, any of their respective directors, executive officers,
employees or other representatives, or other persons known to Chesapeake or
Purchaser who may solicit consents has any interest, direct or indirect, in
Shorewood by security holding or otherwise.
For media relations, call: For investor relations, call:
Molly Remes William Tolley/Joel Mostrom
804-697-1110 804-697-1157/804-697-1147
Joele Frank/Josh Silverman
J. Frank Associates
212-355-4449, ext. 107/121
Item 10. Additional Information
(e) The text of Section 15 Certain Legal Matters of the Offer to Purchase is
hereby amended and supplemented by adding thereto the following:
On February 7, 2000, the Court of Chancery of the State of Delaware (the
"Court of Chancery"), following a three day trial, issued a memorandum opinion
in the litigation between the Company and Chesapeake. The Court of Chancery
enjoined the Company from implementing or enforcing the Amended Super Majority
Bylaw. The Court of Chancery rejected the Company's claims that Delaware law
prohibits stockholders from voting to eliminate the Company's classified board
structure and subsequently seating a new board. In addition, the Court of
Chancery ruled that Chesapeake was not an "interested stockholder" under
Section 203 of the DGCL. The Company has disclosed that it is presently
studying the Court of Chancery decision and is considering whether to appeal
the decision.
(f) The text of the "Introduction" to the Offer to Purchase is hereby
amended and supplemented by adding thereto, at the end of the subsection
"Consent Solicitation," the following:
On February 8, 2000, Purchaser delivered to the Company a letter requesting
that the Company Board fix a record date for the Consent Solicitation pursuant
to Section 6 ("Section 6") of Article VI of the Company's bylaws. Pursuant to
Section 6, the Company Board has ten days from the receipt of such letter to
adopt a resolution fixing a record date. Such record date shall not be more
than ten days after the date such resolution is adopted. If the Company Board
has not fixed a record date within ten days of receipt of Purchaser's request,
Purchaser intends to fix a record date by delivering a signed consent to the
Company as soon as practicable thereafter or as otherwise permitted under
Section 213 of the DGCL.
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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 10, 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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