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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
SCHEDULE TO
(Rule 14D-100)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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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)
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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
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TRANSACTION VALUATION*: AMOUNT OF FILING FEE:
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$655,939,977 $131,188.00
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* 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 1/50(th) 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
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/ / 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.
/ / 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: / /
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(CONTINUED ON FOLLOWING PAGE)
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AMENDMENT NO. 1 TO SCHEDULE TO
This Amendment No. 1 (this "Amendment") amends and supplements the Schedule
TO filed with the Securities and Exchange Commission on February 29, 2000 (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 "Shares"), of Shorewood Packaging Corporation, a Delaware
corporation (the "Company"), 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 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.
ITEM 11. ADDITIONAL INFORMATION.
The response to Item 11 is amended and supplemented by the addition of the
following:
The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, applicable to the purchase of Shares pursuant to the Offer has
expired.
ITEM 12. EXHIBITS.
The response to Item 12 is amended to add the following exhibit:
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(a)(1)(I) Press Release issued by Parent dated March 13, 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.
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INTERNATIONAL PAPER COMPANY
By: /s/ JAMES W. GUEDRY
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Name: James W. Guedry
Title: Vice President and Secretary
INTERNATIONAL PAPER-37, INC.
By: /s/ JAMES W. GUEDRY
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Name: James W. Guedry
Title: President
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Date: March 13, 2000
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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(a)(1)(I) Press Release issued by Parent on March 13, 2000.
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Exhibit (a)(1)(I)
[GRAPHIC OMITTED]
2 MANHATTANVILLE ROAD
PURCHASE, NY 10577-2196
NEWS RELEASE
MEDIA CONTACT: Jack Cox, 914-397-1952
ANALYST CONTACTS: Carol Tutundgy, 914-397-1632; Rochelle Weitzner, 914-397-1623
U.S. JUSTICE DEPARTMENT CLEARS SHOREWOOD PACKAGING ACQUISITION
MARCH 13, 2000
PURCHASE, N.Y. -- The U.S. Department of Justice has concluded its
Hart-Scott-Rodino review of International Paper's (NYSE:IP) announced
acquisition of Shorewood Packaging Corporation (NYSE: SWD). The Canadian
Competition Act's 14-day waiting period will expire on March 23.
International Paper launched a tender offer on February 29 for all shares of
Shorewood stock at $21 per share, or approximately $600 million. Unless
extended, the tender offer will expire at midnight on March 27. International
Paper would also assume approximately $275 million in Shorewood debt. The Boards
of Directors of both companies have unanimously approved the transaction.
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 (SFI-sm-) 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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