<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
(AMENDMENT NO. 3 - FINAL AMENDMENT)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D/A
(AMENDMENT NO. 1)
Under the Securities Exchange Act of 1934
--------------------------
SHOREWOOD PACKAGING CORPORATION
(Name of Subject Company (Issuer))
INTERNATIONAL PAPER-37, INC.
INTERNATIONAL PAPER COMPANY
(Names of Filing Persons (Offerors))
COMMON STOCK, $.01 PAR VALUE PER SHARE
(INCLUDING ASSOCIATED RIGHTS)
(Title of Class of Securities)
825229107
(CUSIP Number of Class of Securities)
James W. Guedry, Esq.
Vice President and Secretary
International Paper Company
Two Manhattanville Road
Purchase, New York 10577
(914) 397-1500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on behalf of Filing Persons)
COPY TO:
Jeffrey J. Rosen, Esq.
O'Melveny & Myers LLP
153 East 53rd Street
New York, New York 10022-4611
(212) 326-2000
CALCULATION OF FILING FEE
Transaction Valuation*: $655,939,977 Amount of Filing Fee: $131,188.00
* Estimated for purposes of calculating the amount of the filing fee only.
This calculation assumes the purchase of all outstanding shares of common
stock, par value $.01 per share of Shorewood Packaging Corporation, (the
"Common Stock") including associated rights to purchase preferred stock
(the "Rights" and together with the Common Stock, the "Shares"), at a price
per Share of $21.00 in cash. As of February 15, 2000, there were (i)
27,375,771 Shares outstanding and (ii) 3,859,466 Shares reserved for
issuance under stock incentive plans and outstanding options, warrants and
other rights to acquire Shares from the Company. The amount of the filing
fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act
of 1934, as amended, equals 1/50th of one percent of the value of the
transaction.
/X/ Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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Amount previously paid: $131,188.00 Filing Party: International Paper-37, Inc.
International Paper Company
Form or registration no.: Schedule TO Date Filed: February 29, 2000
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/X/ amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: /X/
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CUSIP NO. 825229107 13D PAGE 3 OF 6 PAGES
- ------------------- ------------------- -------------------
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
International Paper-37, Inc.; 58-2489737
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2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) (a) / /
(b) / /
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS / /
IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
25,925,365
NUMBER OF -------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY -------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 25,925,365
PERSON
WITH -------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,925,365
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
94.8%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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3
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CUSIP NO. 825229107 13D PAGE 4 OF 6 PAGES
- ------------------- ------------------- -------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
International Paper Company; 13-0872805
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS / /
IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
25,925,365
NUMBER OF -------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY -------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 25,925,365
PERSON
WITH -------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,925,365
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
94.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
- --------------------------------------------------------------------------------
4
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This Amendment No. 3, constituting the final amendment (this "Amendment"),
amends and supplements as amended, the Schedule TO filed with the Securities and
Exchange Commission on February 29, 2000 (as amended, the "Schedule TO") by
International Paper Company, a New York corporation ("Parent"), and
International Paper-37, Inc., a Delaware corporation ("Purchaser") and a wholly
owned subsidiary of Parent. The Schedule TO relates to the offer to purchase all
of the outstanding shares of common stock par value $0.01 per share (the "Common
Stock"), of Shorewood Packaging Corporation, a Delaware corporation (the
"Company") together with the associated rights to purchase preferred stock (the
"Rights" and together with the Common Stock, the "Shares"), at a purchase price
of $21.00 per Share, net to the seller in cash, without interest, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated February
29, 2000 (the "Offer to Purchase") and in the related Letter of Transmittal,
copies of which are filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to
the Schedule TO. Capitalized terms used and not defined herein shall have the
meanings ascribed to such terms in the Offer to Purchase or in the Schedule TO.
This Amendment also amends the Schedule 13D of Parent and Purchaser filed
with the Securities and Exchange Commission on February 25, 2000, which is
incorporated herein by reference. Reference is hereby made to the press release
dated March 28, 2000, which is attached hereto as Exhibit (a)(1)(K) and is
incorporated herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The response to Item 8 is amended and supplemented by the addition of the
following:
At 12:00 midnight, New York City time, on Monday, March 27, 2000, the offer
expired. Based on preliminary information provided by the Depositary,
approximately 25.9 million Shares were validly tendered and not withdrawn
pursuant to the Offer (including 972,479 Shares subject to guarantees of
delivery), which together represent approximately 95% of the outstanding
Shares. Purchaser has accepted for payment all such Shares at the purchase
price of $21.00 per Share, net to the seller in cash.
ITEM 12. EXHIBITS.
The response to Item 12 is amended to add the following exhibit:
(a)(1)(K) Press Release issued by Parent dated March 28, 2000.
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SIGNATURE
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.
INTERNATIONAL PAPER COMPANY
By: /s/ James W. Guedry
------------------------------------
Name: James W. Guedry
Title: Vice President and Secretary
INTERNATIONAL PAPER-37, INC.
By: /s/ James W. Guedry
------------------------------------
Name: James W. Guedry
Title: President
Date: March 28, 2000
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
(a)(1)(K) Press Release issued by Parent on March 28, 2000.
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Exhibit 99(a)(1)(k)
International Paper Subsidiary Successfully Completes Cash Tender Offer
For Shares of Shorewood Packaging
March 28, 2000
Purchase, N.Y., -- International Paper (NYSE:IP) announced today the successful
completion of the cash tender offer by International Paper-37, Inc., a
wholly-owned subsidiary of International Paper, for all outstanding shares of
common stock (together with the associated rights to purchase preferred shares)
of Shorewood Packaging Corporation (NYSE: SWD). The tender offer expired, as
scheduled, at midnight, Eastern Standard Time, on Monday, March 27, 2000.
International Paper-37, Inc., has accepted for payment all shares validly
tendered and not withdrawn prior to the expiration of the offer. Based on
information provided by ChaseMellon Shareholder Services, LLC as Depository,
approximately 25.9 million shares of Shorewood have been acquired by
International Paper-37, Inc., including 972,479 shares subject to guarantees
of delivery, representing approximately 95 percent of all outstanding shares.
Payment for shares properly tendered and accepted will be made as promptly as
practicable and, in the case of shares tendered by guaranteed delivery
procedures, promptly after timely delivery of shares and required documentation.
As previously announced, International Paper will acquire the remaining
Shorewood Packaging shares in a merger in which each share of Shorewood
Packaging's common stock will be converted into the right to receive $21 in
cash, the same consideration being paid for shares tendered in the offer,
subject to appraisal rights, and following which Shorewood Packaging will become
a wholly-owned subsidiary of International Paper.
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.
International Paper (www.internationalpaper.com) is the world's largest paper
and forest products company. Businesses include printing papers, packaging,
building materials, chemical products and distribution. As the largest private
landowner in the U.S., the company manages its forests under the principles of
the Sustainable Forestry Initiative (SFISM) program, a system that ensures the
perpetual growing and harvesting of trees while protecting wildlife, plants,
soil, air and water quality. Headquartered in the United States at Purchase,
N.Y., International Paper has operations in nearly 50 countries, employs nearly
100,000 people and exports its products to more than 130 nations.
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