<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/X/ Preliminary proxy statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
BRADLEY S. JACOBS
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(Name of Registrant as Specified in Its Charter)
BRADLEY S. JACOBS
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
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/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
PRELIMINARY COPY
BRADLEY S. JACOBS
FOUR GREENWICH OFFICE PARK
GREENWICH, CONNECTICUT 06830
PROXY STATEMENT CONCERNING THE
ELECTION OF DIRECTORS AT THE
ANNUAL MEETING OF STOCKHOLDERS
OF SHOREWOOD PACKAGING CORPORATION
AND OTHER MATTERS
This Proxy Statement is furnished by Bradley S. Jacobs to the other
stockholders (the "Stockholders") of Shorewood Packaging Corporation, a
Delaware corporation (the "Company"), in connection with Mr. Jacobs's
solicitation of proxies (the "Solicitation") from the holders of the
outstanding shares of the Company's Common Stock, $.01 par value per share (the
"Common Stock"), to be used for the purposes described herein at an Annual
Meeting of Stockholders of the Company scheduled for October 30, 1996, at 9:30
a.m. (local time), at The Chase Manhattan Bank, 270 Park Avenue, 11th Floor,
Room C, New York, New York 10172, and at any adjournment or postponement
thereof (the "Meeting"), and in opposition to the Board of Directors of the
Company (the "Board of Directors"). The principal place of business of the
Company is 277 Park Avenue, New York, New York 10172. This Proxy Statement is
first being sent to Stockholders by Mr. Jacobs on or about September ___, 1996.
Pursuant to this Proxy Statement, Bradley S. Jacobs is soliciting
proxies from Stockholders because he seeks election to the Board of Directors
of the Company. Mr. Jacobs is seeking one of the two Board of Directors seats
up for election at the Meeting. A proxy in the accompanying form which is
properly signed, dated, returned and not revoked will be voted as per the
Stockholder's directions thereon. Discretionary authority is provided in the
proxy sought hereby as to other matters set forth herein, other business as may
properly come before the meeting of which Mr. Jacobs is not aware at this date,
and matters incident to the conduct of the meeting, which proxy will be
exercised only in accordance with Rule 14a-4 of the Securities and Exchange
Commission (the "Commission").
The record date for the determination of Stockholders entitled to
notice of or to vote at the Meeting (the "Record Date") is September 9, 1996.
Only Stockholders of record on the Record Date will be entitled to vote at the
Meeting. As of August 1, 1996, according to the Company's proxy statement
previously provided to Stockholders, there were 18,398,135 shares of Common
Stock issued and outstanding. The holders of record of shares of Common Stock
on the Record Date entitled to be voted at the Meeting shall be entitled to
cast one vote per share on each matter submitted to a vote at the Meeting.
<PAGE> 3
QUORUM; REQUIRED VOTE
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote is necessary to constitute
a quorum at the Meeting. Directors are elected by a plurality of the votes
cast at the Meeting. The affirmative vote of a majority of the voting power
present in person or by proxy at the Meeting and entitled to vote on such
matter is required for approval of the following management proposals: (i) the
grant to Jefferson Capital Group, Ltd. of an option to purchase 25,000 shares
of Common Stock (the "Option Grant"), (ii) the proposed amendments to the
Company's 1993 Incentive Program (the "Incentive Program"), and (iii)
ratification of the appointment of Deloitte & Touche as the Company's
independent auditors. Each of these proposals is described below.
Two directors will be elected at the Meeting. The two nominees
receiving the highest number of votes in the election of directors will be
elected.
Abstentions will be counted for purposes of determining the presence
of a quorum at the Meeting. Because of the required votes, abstentions will
have the same effect as a vote against the proposal to approve the Option Grant
to Jefferson Capital Group, Ltd., the amendments to the Incentive Program and
the appointment of Deloitte & Touche as the Company's independent auditors, but
will not be counted as votes cast for the election of directors and, thus, will
have no effect on the voting for the election of directors. Pursuant to the
Company's proxy statement, "broker non-votes" are not counted toward the
achievement of a plurality with respect to the election of directors or toward
the achievement of a majority for any of the other proposals to be voted on at
the Meeting, provided, however, that broker non-votes are not considered
present at the Meeting and have the practical effect of reducing the number of
shares from which a majority is calculated.
PROPOSAL 1: ELECTION OF DIRECTORS
GENERAL
At the Meeting, two nominees will be elected to the Board of Directors
for a three year term ending in 1999. Mr. Jacobs seeks only one seat on the
Board of Directors. Mr. Jacobs is not currently a director of the Company. In
the election of directors, each Stockholder will have the right to vote the
number of shares owned by him or her for as many as two persons, but may not
cumulate his or her votes in such election. The two nominees receiving the
highest number of votes at the Meeting will be elected.
Mr. Jacobs is soliciting proxies for election to the Board of Directors
because he believes that the performance of the current management of the
Company has been detrimental to the interests of the Stockholders. Mr. Jacobs
believes that management has chosen to use the resources of the Company to
support the needs of its Chief Executive Officer, Marc Shore, and other
Directors of the Company to the detriment of the Stockholders. The Company's
Stockholders deserve more active representation on the Board of Directors to
reign in the lavish and wasteful pattern of inflated salaries, loans and
perquisites currently enjoyed by management. Mr. Jacobs believes that he will
be more committed than management's slate to acting in the best interests of
the Stockholders and maximizing Stockholder value.
The accompanying BLUE proxy will be voted in accordance with the
Stockholder's instructions on such properly executed BLUE proxy. Stockholders
may vote FOR Mr. Jacobs or may withhold their votes by marking the proper box
on the BLUE proxy. IF NO DIRECTION IS GIVEN, THE ENCLOSED BLUE PROXY WILL BE
VOTED FOR THE ELECTION OF MR. JACOBS. Proxies cannot be voted for a greater
number of persons than the number of nominees named.
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<PAGE> 4
Mr. Jacobs has consented to serve as a director of the Company, if
elected. Mr. Jacobs does not expect that he will be unable to stand for
election, but in the event that he should be unable to do so unexpectedly,
shares represented by the accompanying BLUE proxy will be voted for a
substitute candidate selected by Mr. Jacobs.
Mr. Jacobs urges all Stockholders to vote the BLUE proxy FOR his
election to the Board of Directors.
THE NOMINEE
NAME AGE PRESENT PRINCIPAL OCCUPATION
- ------------------------ ------- ---------------------------------------
Bradley S. Jacobs 40 Chairman and Chief Executive Officer,
United Waste Systems, Inc.
MR. JACOBS. Bradley S. Jacobs is the founder of United Waste Systems
Inc. ("United Waste"), an environmental services company traded on the Nasdaq
Stock Market with a market capitalization currently in excess of $1 billion.
Mr. Jacobs has been a senior executive officer and director of United Waste
since its incorporation in July 1989. From 1989 to the present, Mr. Jacobs has
served as United Waste's Chief Executive Officer and, since January, 1992, he
has served as Chairman of its Board of Directors. In 1995, United Waste was
listed as one of "America's 100 Fastest Growing Companies" by Fortune magazine.
From 1984 to 1989, Mr. Jacobs was the Chairman and Chief Operating Officer of
Hamilton Resources (U.K.) Ltd., an international trading company. From 1979 to
1983, Mr. Jacobs was the Chief Executive Officer of Amerex Oil Associates,
Inc., an oil brokerage firm. In 1996 Mr. Jacobs received the Gold Award from
The Wall Street Transcript for recognition as a Chief Executive Officer of a
pollution control company.
Mr. Jacobs will not receive any compensation for being nominated to
the Board of Directors. It is contemplated that, if elected, Mr. Jacobs will
receive compensation as a Director of the Company commensurate with the
Company's current director compensation policy.
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<PAGE> 5
PROPOSAL 2: APPROVAL OF OPTION GRANT TO JEFFERSON CAPITAL GROUP, LTD.
The Board of Directors has authorized, and the Company has granted, an
option to Jefferson Capital Group, Ltd. to purchase 25,000 shares of Common
Stock of the Company upon the terms of a certain Stock Option Agreement dated
as of February 1, 1996 between the Company and Jefferson Capital Group (the
"Stock Option Agreement"), subject to Stockholder approval at the Meeting (the
"Option Grant"). R. Timothy O'Donnell, a director of the Company and a member
of the Company's Compensation and Audit Committee, is the President and
principal shareholder of Jefferson Capital Group. A more detailed description
of the Option Grant and complete text of the Stock Option Agreement are
contained in the Company's proxy statement previously provided.
The Accompanying BLUE proxy will be voted in accordance with the
Stockholder's instructions on such BLUE proxy. Stockholders may vote for,
against or abstain with respect to the Option Grant. MR. JACOBS RECOMMENDS
THAT STOCKHOLDERS VOTE AGAINST THE OPTION GRANT. IF NO DIRECTION IS GIVEN, THE
ENCLOSED BLUE PROXY WILL BE VOTED AS AN ABSTENTION WITH RESPECT TO THE OPTION
GRANT.
PROPOSAL 3: APPROVAL OF AMENDMENTS TO THE COMPANY'S 1993 INCENTIVE PROGRAM
The Board of Directors has adopted certain amendments to the Company's
1993 Incentive Program, as amended on May 4, 1995 (the "Incentive Program"),
subject to Stockholder approval at the Meeting. A more detailed description of
the amendments to the Incentive Program and complete text of the Incentive
Program, as amended, are contained in the Company's proxy statement previously
provided.
The Accompanying BLUE proxy will be voted in accordance with the
Stockholder's instructions on such BLUE proxy. Stockholders may vote for,
against or abstain with respect to adoption of the amendments to the Incentive
Program. MR. JACOBS RECOMMENDS THAT STOCKHOLDERS VOTE AGAINST THE AMENDMENTS
TO THE INCENTIVE PROGRAM. IF NO DIRECTION IS GIVEN, THE ENCLOSED BLUE PROXY
WILL BE VOTED AS AN ABSTENTION WITH RESPECT TO ADOPTION OF THE AMENDMENTS TO
THE INCENTIVE PROGRAM.
PROPOSAL 4: RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE
COMPANY'S INDEPENDENT AUDITORS
The Board of Directors has appointed Deloitte & Touche LLP, certified
public accountants, upon recommendation of the Audit Committee of the Board, as
independent auditors for the Company to examine and report on its financial
statements for the fiscal year ending May 3, 1997, which appointment is being
submitted to the Stockholders for ratification at the Meeting. Submission of
the appointment of the auditors to the Stockholders for ratification will not
limit the authority of the Board of Directors to appoint another accounting
firm to serve as independent auditors if the present auditors resign or their
engagement is otherwise terminated.
The Accompanying BLUE proxy will be voted in accordance with the
Stockholder's instructions on such BLUE proxy. Stockholders may vote for,
against or abstain with respect to the appointment of Deloitte & Touche LLP as
the Company's independent auditors. Mr. Jacobs recommends that Stockholders
vote against the appointment of Deloitte & Touche LLP as the Company's
independent auditors. IF NO DIRECTION IS GIVEN, THE ENCLOSED BLUE PROXY WILL
BE VOTED AS AN ABSTENTION WITH RESPECT TO THE APPOINTMENT OF DELOITTE & TOUCHE
LLP AS THE COMPANY'S INDEPENDENT AUDITORS.
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VOTING YOUR SHARES
Whether or not you plan to attend the Meeting, we urge you to vote FOR
the election of Bradley S. Jacobs to the Board of Directors by so indicating on
the enclosed BLUE proxy and immediately mailing the BLUE proxy in the enclosed
envelope. You may do this even if you have already sent in a different proxy
card solicited by the Board of Directors. IT IS THE LAST DATED PROXY THAT
COUNTS.
The BLUE proxy provided herein is revocable. You may revoke your
proxy at any time prior to its exercise by attending the Meeting and voting in
person (although attendance at the Meeting will not in and of itself constitute
revocation of the proxy), by giving oral notice of termination of such proxy at
the Meeting, or by delivering a written notice of revocation or a duly executed
proxy relating to the matters to be considered at the Meeting and bearing a
later date to the Company at 277 Park Avenue, New York, New York 10172. Unless
revoked in the manner set forth above, proxies in the form enclosed will be
voted at the Meeting in accordance with your instructions.
YOUR VOTE IS IMPORTANT!!
PLEASE SIGN, DATE AND RETURN THE BLUE PROXY TODAY.
IF YOU HAVE ALREADY SENT A PROXY TO THE BOARD OF DIRECTORS OF THE
COMPANY, YOU MAY REVOKE THAT PROXY AND VOTE FOR BRADLEY S. JACOBS, AND, IF YOU
SO DESIRE, CHANGE YOUR VOTE WITH RESPECT TO THE OPTION GRANT, ADOPTION OF THE
AMENDMENTS TO THE INCENTIVE PROGRAM, AND APPOINTMENT OF DELOITTE & TOUCHE AS
THE COMPANY'S INDEPENDENT AUDITOR, BY SIGNING, DATING AND MAILING THE ENCLOSED
BLUE PROXY AND INDICATING YOUR VOTE AND AUTHORITY AS APPROPRIATE. WE URGE YOU
TO VOTE FOR ELECTION OF MR. JACOBS BY SIGNING, DATING AND MAILING THE ENCLOSED
BLUE PROXY.
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<PAGE> 7
PRINCIPAL HOLDERS OF VOTING SECURITIES
Based upon the Company's proxy statement filed with the Commission on
August 27, 1996, the following table sets forth certain information as of
August 1, 1996 regarding the beneficial ownership of shares of Common Stock by
each person known by the Company to be the beneficial owner of more than 5% of
the outstanding Common Stock, by each director, by each of the named executive
officers, and by all directors and executive officers as a group. The table
also contains information regarding the ownership of shares of Common Stock of
Mr. Jacobs. Unless otherwise noted, the address of each person listed is c/o
Shorewood Packaging Corporation, 277 Park Avenue, New York, New York
10172-0124. Capitalized terms used in the footnotes to the following table,
but not defined herein, will have the meanings assigned to them in the
Company's proxy statement previously provided.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED AS OF
AUGUST 1, 1996
-----------------------------------------
NUMBER OF SHARES PERCENTAGE OF CLASS
-----------------------------------------
<S> <C> <C>
Bradley S. Jacobs (1) . . . . . . . . . . . . . . . . . . . . . . 200,200 1.1 %
Four Greenwich Office Park
Greenwich, Connecticut 06830
Ariel Capital Management, Inc. (2) . . . . . . . . . . . . . . . 2,471,956 13.44%
307 North Michigan Avenue
Chicago, Illinois 60601
Oppenheimer Group, Inc. (3) . . . . . . . . . . . . . . . . . . . 1,090,900 5.93%
Oppenheimer Tower
World Financial Center
New York, New York 10281
Directors and Named Executive Officers:
- --------------------------------------
Marc P. Shore (4) . . . . . . . . . . . . . . . . . . . . . . . 3,577,247 19.35%
Charles Kreussling (5) . . . . . . . . . . . . . . . . . . . . 230,925 1.25%
Floyd S. Glinert (6) . . . . . . . . . . . . . . . . . . . . . 198,200 1.08%
Seymour Leslie (7) . . . . . . . . . . . . . . . . . . . . . . 197,474 1.07%
R. Timothy O'Donnell (8) . . . . . . . . . . . . . . . . . . . 115,546 (9)
Howard M. Liebman (10) . . . . . . . . . . . . . . . . . . . . 55,280 (9)
Melvin L. Braun (11) . . . . . . . . . . . . . . . . . . . . . 22,256 (9)
William Weidner (12) . . . . . . . . . . . . . . . . . . . . . 20,800 (9)
Kevin J. Bannon (12) . . . . . . . . . . . . . . . . . . . . . 9,300 (9)
William H. Hogan (13) . . . . . . . . . . . . . . . . . . . . . 2,000 (9)
All directors and executive officers as a group (11 persons) . 4,516,886 24.30%
(14) (15)
</TABLE>
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(1) Bradley S. Jacobs is the beneficial owner of 190,200 shares of Common Stock
and the owner of record of an additional 10,000 shares of Common Stock.
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<PAGE> 8
(2) Represents shares held by investment advisory clients of Ariel Capital
Management, Inc. This information is based solely upon the contents of
filings under Section 13 of the Exchange Act made by Ariel Capital
Management, Inc.
(3) Represents shares held by Oppenheimer Group, Inc. and/or various of its
affiliates and/or their respective investment advisory clients or
discretionary accounts. This information is based solely upon the contents
of filings under Section 13 of the Exchange Act made by Oppenheimer Group,
Inc.
(4) Marc P. Shore is the President, Chairman and Chief Executive Officer of the
Company. His father, Paul B. Shore, formerly the Chief Executive Officer
and Chairman of the Company, passed away on December 10, 1995. Marc Shore
succeeded his father in those capacities in January 1996. The shares
reflected in this column consist of: (i) 840,401 shares owned outright by
Marc P. Shore, of which 34,201 shares are restricted shares awarded
pursuant to the Company's Long Term Incentive Program which are subject to
forfeiture (for a description of the restricted shares, see "Executive
Compensation -- Summary Compensation Table -- Footnote (5) in the Company's
proxy statement previously provided"); (ii) 84,546 shares which could be
acquired on or within 60 days after August 1, 1996 upon the exercise of
stock options granted under the Company's incentive and stock option plans
(collectively, the "Incentive Plans"); (iii) 675,900 shares held by the
Estate of Paul B. Shore (the "Estate") (see discussion below); (iv)
1,800,000 shares held by the Paul Shore Family Partnership, L.P., a
California limited partnership (the "Family Partnership") (see discussion
below); and (v) 176,400 shares held by the Shore Family Trust (the "Family
Trust") (see discussion below).
Pursuant to the terms of Paul B. Shore's will, Marc P. Shore has sole
decision-making power with respect to all shares of Common Stock included
in the Estate. The Estate held 675,900 shares of Common Stock as of August
1, 1996. Marc P. Shore disclaims beneficial ownership with respect to
675,900 of such shares.
The Family Partnership is an investment partnership for the benefit of
Marc P. Shore and the other children of Paul B. Shore. The Family
Partnership terminates on January 1, 2030, subject to earlier termination
by operation of law or under the terms of the Limited Partnership
Agreement. By virtue of his control over the Shore Family, LLC, which is
the sole general partner of the Family Partnership, Marc P. Shore has
effective decision-making power with respect to all shares of Common Stock
owned by the Family Partnership. The Family Partnership owned 1,800,000
shares of Common Stock as of August 1, 1996. Marc P. Shore disclaims
beneficial ownership as to 1,350,000 of such shares.
Marc P. Shore serves as co-trustee of the Family Trust, which holds
176,400 shares of Common Stock for the benefit of two of Paul B. Shore's
other children. As co-trustee, Marc P. Shore shares decision-making
authority with respect to any shares of Common Stock held by the Family
Trust. Marc P. Shore disclaims beneficial ownership of all such shares.
(5) Includes: (i) 60,000 shares owned by Charles Kreussling's wife, as to
which Mr. Kreussling disclaims beneficial ownership; and (ii) 10,000 shares
which could be acquired on or within 60 days after August 1, 1996 upon the
exercise of stock options granted under the Incentive Plans. (See
"Executive Compensation -- Aggregated Option Exercises and Fiscal Year-End
Option Values" in the Company's proxy statement previously provided). The
table does not include 500 shares owned by one of Mr. Kreussling's adult
children who shares the same household.
(6) Includes: (i) 15,000 shares which could be acquired on or within 60 days
after August 1, 1996 upon the exercise of stock options granted under the
Company's Incentive Plans (see "Executive Compensation -- Aggregated Option
Exercises and Fiscal Year-End Option Values" in the Company's proxy
statement previously provided); and (ii) 3,000 shares owned by Floyd S.
Glinert's wife, as to which Mr. Glinert disclaims beneficial ownership.
(7) Includes: (i) 175,818 shares held by the Leslie Group, Inc., of which
Seymour Leslie is Chairman of the Board and a principal stockholder; and
(ii) 4,800 shares which could be acquired upon the exercise of Director
Options granted under the Incentive Plans. (See "Executive Compensation --
Compensation of Directors" in the Company's proxy statement previously
provided).
(8) Includes: (i) 300 shares owned by Mr. O'Donnell's wife as custodian for
their two minor children; (ii) 14,821 shares owned by Jefferson Capital
Group (of which Mr. O'Donnell is the President and a principal
shareholder); and (iii) 9,800 shares which could be acquired on or within
60 days after August 1, 1996 upon the exercise of Director Options granted
under the Incentive Plans. (See "Executive Compensation -- Compensation of
Directors" in the Company's proxy statement previously provided).
(9) Less than 1%.
(10) Includes: (i) 32,477 shares which could be acquired on or within 60
days after August 1, 1996 upon the exercise of stock options granted under
the Incentive Plans (see "Executive Compensation -- Aggregated Option
Exercises and Fiscal Year-End Option Values" in the Company's proxy
statement previously provided); and (ii) 18,803 shares of restricted stock
awarded under the Company's Long-Term Incentive Program, all of which are
subject to forfeiture. (See "Executive Compensation -- Summary
Compensation Table-Footnote (5)").
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<PAGE> 9
(11) Includes 7,800 shares which could be acquired on or within 60 days
after August 1, 1996 upon the exercise of Director Options granted
under the Company's Incentive Plans. (See "Executive Compensation --
Compensation of Directors" in the Company's proxy statement previously
provided).
(12) Includes 2,800 shares which could be acquired on or within 60 days
after August 1, 1996 upon the exercise of Director Options granted
under the 1993 Program. (See "Executive Compensation -- Compensation
of Directors" in the Company's proxy statement previously provided).
(13) Includes 2,000 shares which could be acquired on or within 60 days
after June 1, 1996 upon the exercise of stock options granted under
the Incentive Plans. (See "Executive Compensation -- Aggregated
Option Exercises and Fiscal Year-End Option Values" in the Company's
proxy statement previously provided).
(14) The total number of directors and executive officers of the Company
includes one executive officer who was not included as a Named
Executive Officer for fiscal year 1996.
(15) Includes 192,826 shares subject to stock options which could be
acquired on or within 60 days after August 1, 1996 and 59,909 shares
of restricted stock awarded pursuant to the Company's long term
incentive program, all of which are subject to forfeiture.
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<PAGE> 10
THE SOLICITATION
Mr. Jacobs will bear all costs and expenses relating to this Proxy
Statement, including the costs of preparing, printing and mailing to
Stockholders this Proxy Statement and the proxy enclosed herewith (including
return postage), as well as the payment of all salaries and expenses of any
agents of Mr. Jacobs authorized to assist him in the preparation or
dissemination of this Proxy Statement (the "Authorized Agents"). Mr. Jacobs
does not currently intend to seek reimbursement for such expenses from the
Company. Mr. Jacobs estimates that total expenditures for the Solicitation
will be $___________, approximately $5,000 of which has been spent to date. In
addition to making the Solicitation by use of the mails, Mr. Jacobs and/or his
Authorized Agents may disseminate or present the Solicitation personally or by
advertisement, telephone or facsimile (the "Solicitation Materials"). Mr.
Jacobs has made arrangements with the Authorized Agents for assistance with the
preparation and forwarding of this Proxy Statement and other solicitation
materials to the beneficial owners of the shares of Common Stock held by such
Stockholders, and Mr. Jacobs will reimburse such Authorized Agents for all
expenses incurred by them in connection therewith. Banks, brokerage houses,
other custodians, nominees and fiduciaries have been requested to forward the
Solicitation Materials to the beneficial owners of the Common Stock they hold
of record, and Mr. Jacobs will reimburse them for reasonable out-of-pocket
expenses.
The sole Participant in this Solicitation is Bradley S. Jacobs, who is
the beneficial owner of 190,200 shares of Common Stock and the owner of record
of an additional 10,000 shares of Common Stock. Exhibit A attached hereto sets
forth a schedule of all securities of the Company purchased or sold within the
past two years by Mr. Jacobs. Mr. Jacobs' business address is Four Greenwich
Office Park, Greenwich, Connecticut 06830. Mr. Jacobs is not receiving any
compensation in connection with the Solicitation. Mr. Jacobs is not party to
any other arrangement or understanding concerning the Common Stock, or any
other arrangement or understanding with any person with respect to future
employment by the Company or its affiliates or with respect to any future
transaction to which the Company or any of its affiliates will or may be a
party.
Mr. Jacobs has retained MacKenzie Partners, Inc. ("MacKenzie"), 156
Fifth Avenue, Penthouse 3, New York, New York 10010, to assist him in the
Solicitation. MacKenzie will receive a fee of $________ in connection with the
Solicitation. Approximately 25 persons will be used by MacKenzie in its
solicitation efforts. MacKenzie will solicit proxies from individuals,
brokers, bank nominees and other institutional holders.
OTHER MATTERS
Except as otherwise noted herein, the information concerning the
Company and its subsidiaries contained in this Proxy Statement or the
Solicitation Materials has been taken from or is based upon documents and
records on file with the Commission and other publicly available information.
Although Mr. Jacobs does not have any knowledge that would indicate that any
statement contained herein or therein based upon such documents and records is
untrue, Mr. Jacobs does not take any responsibility for the accuracy or
completeness of the information contained in such documents and records, or for
any failure by the Company or any of its subsidiaries, affiliates or agents to
disclose events that may affect the significance or accuracy of any such
information.
LITIGATION
In November 1995, an action against the Company was filed by Mr.
Jacobs in the United States District Court of the Southern District of New
York. The amended complaint alleges that the Company's 1995 proxy statement
violates Section 14(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and Rule 14a-9 of the regulations promulgated thereunder
because, inter alia, the Company's 1995 Performance Bonus Plan (the "Bonus
Plan") was vaguely and inadequately described in the proxy and because the
proxy omitted material information concerning the Bonus Plan. The
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<PAGE> 11
amended complaint also alleges that the Company's 1995 proxy failed to disclose
(i) a $2 million uncollateralized, personal loan to Marc Shore which was
outstanding at the time the Bonus Plan was to be voted upon by Stockholders,
and (ii) the material terms and performance goals of the Bonus Plan, a plan
which entitles Mr. Shore to up to $10 million in bonuses. Mr. Jacobs seeks a
declaration that the proxy violated Section 14(a) and regulations promulgated
thereunder and an injunction preventing the Company from making awards under
the Bonus Plan until additional disclosures are made and the Stockholders
approve the Bonus Plan.
Mr. Jacobs and Mr. Shore are currently engaged in personal litigation
involving the enforcement of an alleged easement between their adjacent
properties and related claims, counterclaims and lawsuits. The litigation is
unrelated to any disputes between the parties relating to the conduct of the
Company. Although the initial contact between Mr. Shore and Mr. Jacobs served
as the basis through which Mr. Jacobs became aware of the investment
opportunity in the Company, it is in no way related to Mr. Jacobs' reasons for
engaging in this solicitation.
ADDITIONAL INFORMATION
If you have any questions or require any additional information in
connection with this Proxy Statement, please contact MacKenzie at the address
and telephone number set forth below. If your shares of Common Stock are held
in the name of a brokerage firm or bank nominee or other institution, only they
can vote your shares of Common Stock. Accordingly, please contact the person
responsible for your account and give instructions for your shares of Common
Stock to be voted.
MACKENZIE PARTNERS, INC.
156 FIFTH AVENUE
NEW YORK, NEW YORK 10010
1 (800) 322-2885
-10-
<PAGE> 12
PROXY
THIS PROXY IS SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS
OF SHOREWOOD PACKAGING CORPORATION
BY BRADLEY S. JACOBS
ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints Bradley S. Jacobs, with full power of
substitution, as Proxy of the undersigned, to vote all shares of common stock,
par value $.01 per share, of Shorewood Packaging Corporation (the "Company")
which the undersigned is entitled to vote at the Annual Meeting of Stockholders
of the Company to be held on October 30, 1996, at 9:30 a.m. (local time), or
any adjournment(s) or postponement(s) thereof (the "Meeting"), as follows:
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS.
FOR THE ELECTION OF BRADLEY S. JACOBS [ ] WITHHOLD AUTHORITY [ ]
TO VOTE FOR BRADLEY S. JACOBS
2. THE APPROVAL OF A STOCK OPTION GRANT TO JEFFERSON CAPITAL GROUP, LTD.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. THE APPROVAL OF AMENDMENTS TO THE COMPANY'S 1993 INCENTIVE PROGRAM.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. THE RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE
INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING MAY 3,
1997.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
5. IN HIS DISCRETION, THE PROXY IS AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING, OR ANY ADJOURNMENTS
OR POSTPONEMENTS THEREOF, AS PROVIDED IN THE PROXY STATEMENT PROVIDED
HEREWITH.
</TABLE>
IMPORTANT - PLEASE SIGN AND DATE ON THE REVERSE SIDE
================================================================================
<PAGE> 13
SHARES WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF BRADLEY S. JACOBS, AS MENTIONED ABOVE IN
PROPOSAL 1, AND AS AN ABSTENTION WITH RESPECT TO THE STOCK OPTION GRANT TO
JEFFERSON CAPITAL GROUP, LTD., THE ADOPTION OF THE AMENDMENTS TO THE COMPANY'S
1993 INCENTIVE PROGRAM, AND THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS
INDEPENDENT AUDITORS, AS MENTIONED ABOVE IN PROPOSALS 2, 3 AND 4, RESPECTIVELY.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT DATED
SEPTEMBER ___, 1996 OF BRADLEY S. JACOBS. THE UNDERSIGNED HEREBY REVOKES ANY
PROXY HERETOFORE EXECUTED BY THE UNDERSIGNED RELATING TO THE SUBJECT MATTER
HEREOF AND CONFIRMS ALL THAT THE PROXY MAY LAWFULLY DO BY VIRTUE HEREOF.
DATED:
---------------------------------------------
(IMPORTANT - PLEASE FILL IN DATE)
---------------------------------------------------
(Signature)
---------------------------------------------------
(Signature, if jointly held)
Title:
---------------------------------------------
This proxy card is provided by Bradley S. Jacobs,
a Stockholder of the Company.
Please sign exactly as your name appears
hereon or on proxy cards previously sent to
you. When shares are held by joint tenants,
both should sign. When signing as an
attorney, executor, administrator, trustee or
guardian, please give full title as such. If
a corporation, please sign in full corporate
name by the President or other duly
authorized officer. If a partnership, please
sign in partnership name by authorized
person.
PLEASE SIGN, DATE AND MAIL THIS PROXY CARD TODAY.
<PAGE> 14
EXHIBIT A
TRANSACTIONS BY MR. JACOBS IN COMMON STOCK OF SHOREWOOD PACKAGING
CORPORATION WITHIN THE LAST TWO YEARS.
<TABLE>
<CAPTION>
No. of Shares
Trade Date Bought/(Sold)
----------------- ------------------
<S> <C>
January 4, 1995 100
June 7, 1995 100
October 18, 1995 10,000
August 14, 1996 20,000
August 15, 1996 10,000
August 16, 1996 5,000
August 19, 1996 15,000
August 21, 1996 40,000
August 28, 1996 32,500
August 29, 1996 67,500
</TABLE>
