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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 10)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 10)
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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January 31, 2000
(Date of Event Which Requires Filing of This Statement)
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This Amendment No. 10 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.
10 to Schedule 14D-1 also constitutes Amendment No. 10 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 January 31, 2000, Chesapeake issued the following press release:
FOR IMMEDIATE RELEASE
CHESAPEAKE IDENTIFIES INDEPENDENT NOMINEES
FOR SHOREWOOD CONSENT SOLICITATION
(Richmond, VA-- January 28, 2000) Chesapeake Corporation (NYSE: CSK) announced
it has filed amended preliminary materials with the Securities and Exchange
Commission relating to its planned solicitation of consents from the
stockholders of Shorewood Packaging Corporation (NYSE: SWD). The consent
solicitation would request 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. The independent nominees are Charles M.
Elson, Claude B. Owen, Jr. and John E. Stokely. Chesapeake expects that the
independent nominees, if elected and subject to their fiduciary duties and
applicable law, will seek to maximize value for the Shorewood stockholders.
The consent solicitation is intended to expedite the prompt consummation of
Chesapeake's proposed acquisition of Shorewood through its pending $17.25 per
share cash tender offer, subject to each nominee's fiduciary responsibility.
Each nominee has expressly agreed that, as a director of Shorewood and as a
nominee for election to Shorewood's board of directors, the nominee will
exercise his independent judgment, act in accordance with his fiduciary duties
as a director of Shorewood and will not be required to reflect the views of
Chesapeake. In addition, each nominee has agreed that, following his election
to Shorewood's board of directors, he will have no obligation of any kind to
Chesapeake, except in its capacity as a stockholder of Shorewood, and only to
the extent of duties owed to all Shorewood stockholders generally.
Charles M. Elson has been a law professor at Stetson University since 1990 and
of counsel to the law firm of Holland & Knight LLP since 1995. He is also a
Trustee of Talledega College and a Salvatori Fellow of the Heritage
Foundation. He is a member of the National Association of Corporate Directors'
Commissions on Director Compensation, Director Professionalism, CEO Succession
and Audit Committees. Mr. Elson is also a director of Sunbeam Corp., a
consumer products company, and Nuevo Energy Co., an oil and gas development
company.
Claude B. Owen, Jr. retired in May 1999, after serving four years as Chairman
of the Board and Chief Executive Officer of DIMON Incorporated (successor to
Dibrell Brothers Incorporated), the world's second largest tobacco merchant.
From 1993 until 1995, Mr. Owen was Chairman of the Board, Chief Executive
Officer and President of Dibrell Brothers. Mr. Owen is also a director of
American National Bankshares Inc., a bank holding company.
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John E. Stokely has worked as a consultant since August 1999, after serving
since 1998 as Chairman of the Board, President and Chief Executive Officer of
Richfood Holdings, Inc. Richfood was the leading wholesale food distributor
and food retailer in the Mid-Atlantic region. Between 1991 and 1999, Mr.
Stokely held various senior executive positions at Richfood, including
President, from 1995 until August 1999, and Chief Executive Officer, from 1996
until August 1999. Mr. Stokely is also a director of Performance Food Group
Company, a food distributor, and Nash Finch Co., a food wholesaler and
retailer.
Chesapeake Corporation, headquartered in Richmond, Va., is a global leader in
specialty packaging and merchandising services. Chesapeake is the largest
North American producer of temporary and permanent point-of-purchase displays,
the North American leader for litho-laminated packaging, the leading European
folding carton, leaflet and label supplier, and a local leader in specific
U.S. markets for customized, corrugated packaging. Chesapeake has over 40
locations in North America, Europe and Asia. Chesapeake's net sales in 1999
were $1.2 billion. Chesapeake's website is www.cskcorp.com.
# # #
This news release may contain forward-looking statements that are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. While the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 are not applicable to forward-looking statements
made in connection with a tender offer, it has not been judicially determined
whether such safe harbor provisions apply to forward-looking statements in a
consent solicitation conducted in connection with a tender offer. The accuracy
of such forward-looking statements is subject to a number of risks,
uncertainties, and assumptions that may cause Chesapeake's actual results to
differ materially from those expressed in the forward-looking statements
including, but not limited to: competitive products and pricing; production
costs, particularly for raw materials such as corrugated box, folding carton
and display materials; fluctuations in demand; government policies and
regulations affecting the environment; interest rates; currency translation
movements; and other risks that are detailed from time to time in reports
filed by the Company with the Securities and Exchange Commission.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Chesapeake Corporation ("Chesapeake") and Sheffield, Inc., a wholly owned
subsidiary of Chesapeake ("Purchaser"), and certain other persons named below
may be deemed to be participants in a consent solicitation (the "Consent
Solicitation") that may be conducted by Chesapeake and Purchaser in connection
with the tender offer (the "Offer") by Purchaser to purchase all of the
outstanding shares of common stock ("Shares") of Shorewood Packaging
Corporation ("Shorewood") for $17.25 per Share net to the seller in cash. The
participants in this solicitation may include: (i) the directors of Chesapeake
(Harry H. Warner, Chairman of the Board; Thomas H. Johnson, President & Chief
Executive Officer; Robert L. Hintz; James E. Rogers; John W. Rosenblum; Frank
S. Royal; Wallace Stettinius; Richard G. Tilghman; Joseph P. Viviano; and Hugh
V. White, Jr.); and (ii) certain officers of Chesapeake: J.P. Causey Jr.,
Senior Vice President, Secretary & General Counsel; Andrew J. Kohut, Senior
Vice President-Strategic Business Development; Octavio Orta, Executive Vice
President-Display & Packaging; William T. Tolley, Senior Vice President-
Finance & Chief Financial Officer; Molly Remes, Director-Corporate
Communications; and Joel Mostrom, Vice President-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
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any of their respective partners, directors, officers, employees, affiliates
or controlling persons, if any, is a "participant" as defined in Schedule 14A
promulgated under the Exchange Act in the solicitation of proxies and/or
consents, or that Schedule 14A requires the disclosure of certain information
concerning Goldman Sachs or DLJ. In connection with Goldman Sachs' role as Co-
Dealer Manager to Chesapeake and Purchaser, the following investment banking
employees of Goldman Sachs may communicate in person, by telephone or
otherwise with a limited number of institutions, brokers or other persons who
are stockholders of Shorewood and may solicit consents from these
institutions, brokers or other persons: Ravi Sinha, George Mattson, James
Katzman, Peter Comisar and Jason Gilbert. In connection with DLJ's role as Co-
Dealer Manager to Chesapeake and Purchaser, the following investment banking
employees of DLJ may communicate in person, by telephone or otherwise with a
limited number of institutions, brokers or other persons who are stockholders
of Shorewood and may solicit consents from these institutions, brokers or
other persons: L. Price Blackford, Doug Brown, Daniel Schleifman, Robert
Simensky and Andrew Kramer. Goldman Sachs and DLJ each engage in a full range
of investment banking, securities trading, market-making and brokerage
services for institutional and individual clients. In the normal course of its
business Goldman Sachs and/or DLJ may trade securities of Shorewood for each
of their own accounts and the accounts of their customers and, accordingly,
may at any time hold a long or short position in such securities. Goldman
Sachs and DLJ has each informed Chesapeake that, as of the date hereof,
neither of them holds any Shares for its own account. Goldman Sachs or DLJ
and/or certain of their respective affiliates may have voting and dispositive
power with respect to certain Shares held in asset management, brokerage and
other accounts. Goldman Sachs, DLJ, and each such of their respective
affiliates disclaim beneficial ownership of such Shares. Other than as set
forth herein, to the knowledge of Chesapeake and Purchaser, as of the date of
this communication, none of Chesapeake, Purchaser, any of their respective
directors, executive officers, employees or other representatives, or other
persons known to Chesapeake or Purchaser who may solicit consents has any
interest, direct or indirect, in Shorewood by security holding or otherwise.
# # #
<TABLE>
<CAPTION>
For media
relations, For investor relations,
call: call:
<S> <C>
Molly Remes William Tolley/Joel Mostrom
804-697-1110 804-697-1157/804-697-1147
</TABLE>
Joele Frank / Josh Silverman
J. Frank Associates
212-355-4449 ext. 107/121
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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: January 31, 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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