SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
AMENDMENT NO. 2 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)
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.
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:
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|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: |_|
AMENDMENT NO. 2 TO SCHEDULE TO
This Amendment No. 2 (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
$.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 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 statutory waiting period prescribed by the Canadian Competition Act
expired on March 23, 2000 and the Canadian Competition Bureau has advised Parent
that it does not intend to initiate proceedings before the Competition Tribunal
regarding the transaction.
ITEM 12. EXHIBITS.
The response to Item 12 is amended to add the following exhibit:
(a)(1)(J) Press Release issued by Company dated March 24, 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
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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 24, 2000
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a)(1)(J) Press Release issued by Company on March 24, 2000.
[LETTERHEAD OF INTERNATIONAL PAPER]
News Release
Media Contact: Jack Cox, 914-397-1952
Analyst Contacts: Carol Tutundgy, 914-397-1632; Rochelle Weitzner, 914-397-1623
Canadian Competition Bureau Clears Way for Shorewood Packaging Acquisition
March 24, 2000
Purchase, N.Y. -- International Paper's (NYSE:IP) announced acquisition of
Shorewood Packaging (NYSE: SWD) is one step closer to completion. The statutory
waiting period prescribed by the Canadian Competition Act expired on March 23,
2000 and the Canadian Competition Bureau has advised International Paper that it
does not intend to initiate proceedings before the Competition Tribunal
regarding the deal.
On March 10, the U.S. Department of Justice concluded its Hart-Scott-Rodino
review of the acquisition. 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 (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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