UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
SHOREWOOD PACKAGING CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
82522910
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(CUSIP Number)
Marc P. Shore, 277 Park Ave., New York, New York 10172 (212) 371-1500
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d- 1(b)(3) or (4), check the following box. |_|
Check the following box if a fee is being paid with the statement. |X| (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of equity
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities and 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).
(Continued on following pages)
(Page 1 of 12 pages)
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Page 2 of 12 Pages
SCHEDULE 13D
CUSIP No. 82522910
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marc P. Shore
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO (see Item 3 below)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER 3,577,247
NUMBER OF SHARES
-------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY EACH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER 3,577,247
REPORTING
-------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,577,247
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
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14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
Page 3 of 12 Pages
SCHEDULE 13D
CUSIP No. 82522910
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Shore Family Partnership, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO (see Item 3 below)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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7 SOLE VOTING POWER 1,800,000
NUMBER OF SHARES
-------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY EACH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER 1,800,000
REPORTING
-------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,577,247
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
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14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
Page 4 of 12 Pages
SCHEDULE 13D
CUSIP No. 82522910
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Shore Family, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO (see Item 3 below)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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7 SOLE VOTING POWER 1,800,000
NUMBER OF SHARES
-------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY EACH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER 1,800,000
REPORTING
-------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,577,247
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
Page 5 of 12 Pages
Item 1. Security and Issuer.
This statement relates to the shares of common stock, par value $0.01 per
share (the "Stock") of Shorewood Packaging Corporation, a Delaware corporation
(the "Company"). The address of the Company's principal executive office is 277
Park Avenue, New York, New York 10172.
Item 2. Identity and Background
This statement is filed on behalf of Marc P. Shore, the Shore Family
Partnership, L.P. (sometimes referred to hereafter as the "Limited Partnership")
and the Shore Family, LLC (sometimes referred to hereafter as the "LLC").
A. Marc P. Shore
Marc P. Shore in fact owns 840,401 shares of Company Stock and options to
purchase an additional 84,546 shares of Company Stock. He may also be deemed to
beneficially own an additional 2,652,300 shares of Company Stock. Details of
such deemed beneficial ownership of Company Stock are as follows:
Marc P. Shore is an executor of the Will of his father, Paul Shore
(sometimes referred to hereafter as the "Will"). Paul Shore's widow, Ellin
Shore, and Paul Shore's other three children, Andrew N. Shore, Mindy S. Goldman,
and Bryan S. Resnick, are also executors of the Will. Paul Shore died on
December 10, 1995, leaving in his estate 2,415,900 shares of Company Stock and
options to purchase an additional 60,000 shares of Company Stock. Pursuant to
the terms of the Will, Marc P. Shore, rather than the other four executors,
received decision-making power with respect to any shares of Company Stock (or
options to purchase shares of Company Stock) included in the estate. On May 14,
1996, the following transfers occurred: 1) 1,800,000 shares of Company Stock
were transferred from Paul Shore's estate, 850,000 being transferred to Ellin
Shore and 950,000 being transferred to the Marital Trust created under Paul
Shore's Will (sometimes referred to hereafter as the "Marital Trust"), 2) the
Marital Trust transferred 18,000 shares of the Company Stock it received from
the estate to the LLC and 3) the Marital Trust, Ellin Shore and the LLC each
transferred their respective shares (1,800,000 shares in total) to the Shore
Family Partnership, L.P. as an initial capital contribution. Paul Shore's estate
continues to hold the remaining 615,900 shares of Company Stock. Also, the
estate exercised the options to purchase the additional 60,000 shares, all of
which are still included in the estate.
Marc P. Shore is the sole manager of the Shore Family, LLC, which is the
sole general partner of the Shore Family Partnership, L.P., which holds record
title to 1,800,000 shares of Company Stock. As manager of the LLC, Marc P. Shore
has decision-making authority with respect to any shares of Company Stock held
by the LLC. Pursuant to the terms of the LLC's operating agreement, Marc P.
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Page 6 of 12 Pages
Shore shall serve as manager of the LLC until his resignation, disability or
death. If Marc P. Shore ceases to be the manager of the LLC, then, under the
terms of the LLC's operating agreement, Andrew N. Shore will serve as manager of
the LLC. If Andrew N. Shore ceases to be the manager of the LLC, then the
Marital Trust will serve as manager of the LLC.
Marc P. Shore serves as sole trustee of the Shore Family Trust (sometimes
referred to hereafter as the "Family Trust", which holds 176,400 shares of
Company Stock. As trustee, Marc P. Shore has decision-making authority with
respect to any shares of Company Stock held by the Family Trust.
The information required by Item 2 with respect to Marc P. Shore is
attached hereto as Exhibit 2(A).
B. The Shore Family Partnership, L.P.
The Shore Family Partnership, L.P. is a limited partnership, formed under
the California Revised Uniform Limited Partnership Act. The Limited
Partnership's principal business is to provide consolidated, family management
and control of the Company Stock (and any other property) transferred to the
Limited Partnership. The Limited Partnership owns 1,800,000 shares of Company
Stock, all of which were originally included in Paul Shore's estate.
The address of the Limited Partnership's principal business and office is
1130 Maroney Lane, Pacific Palisades, California 90272. The Limited Partnership
has not been, during the past five years, (a) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations with
respect to such laws.
The Limited Partnership was formed on May 14, 1996. The Limited
Partnership's sole general partner is the Shore Family, LLC. Originally, the
limited partners were the Marital Trust and Ellin Shore. However, Ellin Shore
recently transferred her limited partnership interest in the Limited Partnership
to her four children, Marc P. Shore, Andrew N. Shore, Mindy S. Goldman and Bryan
S. Resnick.
C. The Shore Family, LLC
The Shore Family, LLC is a California limited liability company. The
address of the LLC's principal business and office is 1130 Maroney Lane, Pacific
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Page 7 of 12 Pages
Palisades, California 90272. The LLC's principal business is to engage in any
lawful activities for which an LLC may be organized under California law, except
the LLC shall not conduct banking, insurance or trust company business. The LLC
has not been, during the past five years, (a) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations with
respect to such laws. The members of the LLC are Ellin Shore and the Marital
Trust. The sole manager of the LLC is Marc. P. Shore.
The LLC is the sole general partner of the Shore Family Partnership, L.P.
As general partner, it has decision-making authority with respect to shares of
Company Stock held by the Limited Partnership. The LLC may withdraw from its
position as general partner of the Limited Partnership by providing written
notice to the limited partners. Also, the LLC may cease to be general partner of
the Limited Partnership as provided in the California Revised Uniform Limited
Partnership Act. Upon the cessation or withdrawal of the LLC, the Limited
Partnership shall continue so long as there is another general partner remaining
or the limited partners appoint one or more successor general partners within
ninety days of the LLC's withdrawal or cessation as general partner of the
Limited Partnership.
Item 3. Source and Amount of Funds or Other Consideration.
Marc P. Shore did not pay consideration for the 2,415,900 shares of
Shorewood Packaging Corporation Stock originally included in his father's estate
(1,800,000 of which were transferred to the Limited Partnership), nor did Marc
P. Shore pay consideration for the options to purchase 60,000 additional shares
which were included in the estate. As discussed in Item 2, Marc P. Shore may be
deemed to have received beneficial ownership of the shares of Company Stock and
the options to purchase additional shares of Company Stock upon his father's
death, pursuant to his father's Will. As an executor of his father's estate,
Marc P. Shore may be deemed to beneficially own the 675,900 shares of Company
Stock which remain in the estate, 60,000 of which the estate purchased for cash
by exercising the options included in the estate. As manager of the LLC, which
is the sole general partner of the Limited Partnership, Marc P. Shore has
decision-making authority with respect to the 1,800,000 shares of Company Stock
owned by the Limited Partnership.
Marc P. Shore did not pay consideration for the 176,400 shares held by the
Family Trust. Finally, Marc P. Shore paid cash for the 840,401 shares of Company
Stock that he owns in his individual capacity. The options to purchase 84,546
additional shares of Company Stock that Marc P. Shore owns in his individual
capacity were issued to him as compensation under various Company employee stock
option plans.
<PAGE>
Page 8 of 12 Pages
The Limited Partnership did not pay consideration for the 1,800,000 shares
of Company Stock. Rather, the 1,800,000 shares were contributed to the
partnership as an initial capital contribution by the LLC, the Marital Trust and
Ellin Shore (who was, but is no longer a limited partner). The 1,800,000 shares
of Company Stock were originally in Paul Shore's estate.
The LLC did not pay consideration for the 1,800,000 shares of Company Stock
that it may be deemed to beneficially own as sole general partner of the Limited
Partnership.
Item 4. Purpose of Transaction
In his Will, Paul Shore directed that his son, Marc P. Shore, make
decisions regarding shares of Company Stock (or any options to purchase such
Stock) included in his estate. On May 14, 1996, 950,000 shares of Company Stock
were transferred from the estate to the Marital Trust and 850,000 shares of
Company Stock were transferred from the estate to Ellin Shore. Also on May 14,
1996, the Marital Trust transferred 18,000 of the shares of Company Stock that
it received from the estate to the LLC. Finally, on May 14, 1996, the Marital
Trust, Ellin Shore and the LLC each transferred their respective shares of
Company Stock to the Shore Family Partnership, L.P. as an initial capital
contribution. The purpose of transferring the Company shares to the Limited
Partnership was to facilitate Marc P. Shore's management of the shares.
Accordingly, the transfer was in line with Paul Shore's testamentary direction
that Marc P. Shore have decision-making power with respect to the shares of
Company Stock.
Marc P. Shore, the Shore Family Partnership, L.P. and the Shore Family, LLC
each own the Company Stock for investment purposes only.
Item 5. Interest in Securities of the Issuer.
(a) Based upon a total of 18,189,629 shares of Company Stock, as
represented by the Company on Form 10-Q, Quarterly Report Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, for the quarter ended
January 27, 1996:
By reason of their group status, Marc P. Shore, the Shore Family
Partnership, L.P. and the Shore Family, LLC may be deemed collectively to
beneficially own 3,577,247 shares of Company Stock (19.7%).
In his independent capacity apart from the group, Marc P. Shore may be
deemed to beneficially own 2,652,300 shares of Company Stock, consisting of the
following: 675,900 shares as executor of Paul Shore's estate (including the
60,000 shares of Company Stock received by exercising the options included in
the estate); 1,800,000 shares as manager of the Shore Family, LLC, which is the
<PAGE>
Page 9 of 12 Pages
sole general partner of the Shore Family Partnership, L.P.; 176,400 shares as
trustee of the Family Trust. He in fact owns 840,401 shares of Company Stock and
options to purchase an additional 84,546 shares of Company Stock.
In its independent capacity apart from the group, the Shore Family
Partnership, L.P. beneficially owns 1,800,000 shares of Company Stock, which
represents 9.9% of the shares of Company Stock currently outstanding.
In its independent capacity apart from the group, the Shore Family, LLC, as
general partner of the Shore Family Partnership, L.P., may be deemed to
beneficially own 1,800,000 shares of Company Stock, which represents 9.9% of the
shares of Company Stock currently outstanding.
(b) Marc P. Shore has the sole power to vote and the sole power to dispose
of 3,577,247 shares of Company Stock (including the options to purchase 84,546
shares of Company Stock which he owns in his individual capacity). Marc P. Shore
has shared power to vote and the shared power to dispose of -0- shares of
Company Stock.
The Shore Family Partnership, L.P. has sole power to vote and sole power to
dispose of 1,800,000 shares of Company Stock. The Limited Partnership has shared
power to vote and shared power to dispose of -0- shares of Company Stock.
The Shore Family, LLC has sole power to vote and sole power to dispose of
1,800,000 shares of Company Stock. The LLC has shared power to dispose of -0-
shares of Company Stock.
(c) On May 14, 1996, 1,800,000 shares of Company Stock were transferred
from Paul Shore's estate to the Marital Trust and Ellin Shore. Specifically,
950,000 shares were transferred to the Marital Trust and 850,000 shares were
transferred to Ellin Shore. Also on May 14, 1996, the Marital Trust transferred
18,000 shares of the Company Stock it received from the estate to the LLC.
Finally, on May 14, 1996, the Marital Trust, Ellin Shore and the LLC each
contributed their respective shares to the Shore Family Partnership, L.P. as an
initial capital contribution.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Marc P. Shore is the manager of the Shore Family, LLC which is sole general
partner of the Shore Family Partnership, L.P. The limited partners of the Shore
Family Partnership, L.P. are the Marital Trust and Paul Shore's four children,
Andrew N. Shore, Bryan S. Resnick, Mindy S. Goldman and Marc P. Shore. The LLC's
<PAGE>
Page 10 of 12 Pages
members are Ellin Shore and the Marital Trust. Marc. P. Shore is trustee of the
Family Trust. The beneficiaries of the Family Trust are Marc P. Shore's two
siblings, Mindy S. Goldman and Bryan S. Resnick.
Item 7. Material to be Filed as Exhibits.
None.
The undersigned agree that this statement is filed on behalf of each of the
reporting persons.
<PAGE>
Page 11 of 12 Pages
Signature
After reasonable 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.
August 7, 1996 /s/ Marc P. Shore
- ---------------------- -----------------------------------------
Date Name: Marc P. Shore
Signature
After reasonable 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.
Shore Family Partnership, L.P.
August 7, 1996 /s/ Marc P. Shore
- ---------------------- -----------------------------------------
Date SHORE FAMILY PARTNERSHIP, L.P.
By: Marc P. Shore
Title: Manager of the Shore Family, LLC
Signature
After reasonable 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.
SHORE FAMILY, LLC
August 7, 1996 /s/ Marc P. Shore
- --------------------- -----------------------------------------
Date SHORE FAMILY, LLC
By: Marc P. Shore
Title: Manager
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Page 12 of 12 Pages
EXHIBIT 2(A)
Marc P. Shore
(a) Marc P. Shore
(b) 277 Park Avenue
New York, New York 10172
(c) Marc P. Shore is Chief Executive Officer and President of Shorewood
Packaging Corporation, which manufactures and prints paper board packaging for
various consumer goods. Shorewood Packaging Corporation's address is 277 Park
Avenue, New York, New York 10172.
(d) Marc P. Shore has not been convicted in a criminal proceeding during
the last five years.
(e) Marc P. Shore has not been a party to such a civil proceeding of a
judicial or administrative body during the last five years.
(f) Marc P. Shore is a citizen of the United States of America.
