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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 18)*
SHOREWOOD PACKAGING CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
825229107
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(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13G
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CUSIP NO. 825229107 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ARIEL CAPITAL MANAGEMENT, INC. John W. Rogers, Jr.*
IRS ID # 36-3219058 SSN # ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
Not Applicable.
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois Corporation
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NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY Ariel - 784,305 Rogers - 0
OWNED BY
EACH
REPORTING
PERSON
WITH
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6 SHARED VOTING POWER
Ariel - 0 Rogers - 0
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7 SOLE DISPOSITIVE POWER
Ariel - 816,360 Rogers - 0
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8 SHARED DISPOSITIVE POWER
Ariel - 0 Rogers - 0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
Ariel - 816,360 Rogers - 0
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
/ /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Ariel - 816,360/27,367,000/2.988%
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12 TYPE OF REPORTING PERSON*
Ariel - 1A Rogers - HC
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*SEE INSTRUCTION BEFORE FILLING OUT!
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* This report is being made on behalf of John W. Rogers, Jr., President
and principal shareholder of Ariel Capital Management, Inc., who may
be deemed to have beneficial ownership of the securities of the
issuer. Mr. Rogers disclaims beneficial ownership of shares held by
Ariel Capital Management, Inc.
** A report on Schedule 13D was filed on February 28, 2000 with respect
to the 4,106,264 shares of Shorewood Common Stock that was sold
pursuant to a stock purchase agreement. This Schedule 13G amends such
Schedule 13D.
ITEM 1 (a) Name of Issuer: Shorewood Packaging Corporation
ITEM 1 (b) Name of Issuer's Principal Executive Offices:
277 Park Avenue
New York, NY 10172-3000
ITEM 2 (a) Name of Person Filing: Ariel Capital Management, Inc.
ITEM 2 (b) Address of Principal Business Office, or, if none, Residence:
Ariel Capital Management, Inc.
307 North Michigan Avenue
Chicago, IL 60601
ITEM 2 (c) Citizenship: An Illinois corporation
ITEM 2 (d) Title of Class of Securities:
Common Stock
ITEM 2 (e) CUSIP Number: 825229107
ITEM 3 This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing is an investment advisor registered under
section 203 of the Investment Advisers Act of 1940.
ITEM 4 Ownership:
(a) Amount Beneficially Owned:
(See Page 2, No. 9)
(b) Percent of Class:
(See Page 2, No. 11)
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(c) Number of shares as to which each person has:
(i) sole power to vote or to direct the vote
(See Page 2, No. 5)
(ii) shared power to vote or to direct the vote
(See Page 2, No. 6)
(iii) sole power to dispose or to direct the disposition of
(See Page 2, No. 7)
(iv) shared power to dispose or to direct the disposition
of (See Page 2, No. 8)
ITEM 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ X ].
ITEM 6 Ownership of More than Five Percent on Behalf of Another Person:
All securities reported upon this Schedule are owned by
investment advisory clients of Ariel Capital Management, Inc.,
no one of which to the knowledge of Ariel Capital Management,
Inc. owns more than 5% of the class.
ITEM 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
Not Applicable.
ITEM 8 Identification and Classification of Members of the Group:
Not applicable.
ITEM 9 Notice of Dissolution of Group:
Not applicable.
ITEM 10 Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
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SIGNATURE
The undersigned hereby agree that this statement is being filed on
behalf of each of them and hereby certify, after reasonable inquiry and to the
best of their knowledge and belief, that the information set forth in this
statement is true, complete and correct.
ARIEL CAPITAL MANAGEMENT, INC.
By: /s/ Eric T. McKissack
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Eric T. McKissack
Co-Chief Investment Officer and
Senior Vice President
JOHN W. ROGERS, JR.*
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JOHN W. ROGERS, JR.
By: /s/ Eric T. McKissack
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Eric T. McKissack
Date: March 8, 2000
* Eric T. McKissack signs this document on behalf of John W. Rogers, Jr.
pursuant to the power of attorney attached as Exhibit 1 to the Schedule 13G
filed with the Securities and Exchange Commission on or about January 10, 1994,
on behalf of Ariel Capital Management, Inc. and John W. Rogers, Jr. with respect
to Oshkosh B'Gosh, Incorporated, which said power of attorney is hereby
incorporated by reference.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS
(SEE 18 U.S.C. 1001).
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