<PAGE> 1
As filed with the Securities and Exchange Commission on May 14, 1996
Registration No. ___________
================================================================================
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SHOREWOOD PACKAGING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 11-2742734
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
277 PARK AVENUE, NEW YORK, NEW YORK 10172 (212) 371-1500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANTS'S PRINCIPAL EXECUTIVE OFFICES)
HOWARD M. LIEBMAN, EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
SHOREWOOD PACKAGING CORPORATION
277 PARK AVENUE
NEW YORK, NEW YORK 10172
(212) 371-1500
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
----------------------
COPY TO:
PETER A. EISENBERG, ESQ.
BRYAN CAVE LLP
245 PARK AVENUE
NEW YORK, NEW YORK 10167-0034
(212) 692-1800
----------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this registration statement becomes effective.
If any of the securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
================================================================================
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Shares to be Amount to be Offering Price Per Aggregate Offering Amount of Registration
Registered Registered Share(1) Price Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 300,000 $16.50 $4,950,000 $1,706.89
- --------------------------------------------------------------------------------------------------------------------------------
Total 300,000 $1,706.89
================================================================================================================================
</TABLE>
- ------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(g), based on the mean of the high bid
and low asked prices of the Registrant's Common Stock as of 4 p.m. on
May 10, 1996, as reported by the National Association of
Securities Dealers Automated Quotation Systems ("Nasdaq").
PURSUANT TO RULE 416, THERE ARE ALSO BEING REGISTERED SUCH ADDITIONAL SHARES OF
COMMON STOCK AS MAY BECOME ISSUABLE PURSUANT TO ANTI-DILUTION PROVISIONS OF THE
WARRANTS, AS DEFINED HEREIN.
-------------------------------------
The Registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
-------------------------------------
<PAGE> 3
SHOREWOOD PACKAGING CORPORATION
CROSS REFERENCE SHEET
Showing the Location in the Prospectus of Information
Required by Items 1 through 13 of Part I of Form S-3
<TABLE>
<CAPTION>
Registration Statement Location or Caption
Item Number and Caption in Prospectus
- ----------------------- -------------
<S> <C>
1. Forefront of Registration Statement Outside Front Cover
and Outside Front Cover of Page
Prospectus
2. Inside Front and Outside Back Cover Inside Front and
Pages of Prospectus and Outside Back Cover
Pages; Available Information;
Incorporation of Certain Documents
by Reference
3. Summary Information, Risk Factors The Company;
and Ratio of Earnings to Fixed Risk Factors - Not Applicable
Charges Ratio of Earnings to Fixed Charges-
Not Applicable
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Securityholder Selling Securityholder
8. Plan of Distribution Plan of Distribution
9. Description of Securities Not Applicable
to be Registered
10. Interests of Named Experts and Counsel Experts; Legal Matters
11. Material Changes Not Applicable
12. Incorporation of Certain Information Incorporation of Certain
by Reference Documents by Reference
13. Disclosure of Commission Position Not Applicable
and Indemnification for Securities
Act Liabilities.
</TABLE>
<PAGE> 4
Subject to Completion, Dated May 14, 1996
PROSPECTUS
SHOREWOOD PACKAGING CORP.
300,000 SHARES OF COMMON STOCK,
PAR VALUE $.01
This Prospectus relates to the offering by BMG Music, a New York
general partnership ("BMG Music"), of up to an aggregate of 300,000 shares of
Common Stock, par value $ .01 per share ("Common Stock") of Shorewood Packaging
Corporation, a Delaware corporation ("Shorewood" or the "Company"), which BMG
Music may acquire upon exercise of an outstanding warrant (the "Warrant") issued
to it in July 1992 in a private transaction pursuant to Section 4(2) of the
Securities Act of 1933, as amended (the "Act"). BMG Music is referred to herein
as the "Selling Stockholder". The shares of Common Stock offered from time to
time by the Selling Stockholder are hereinafter referred to as the "Shares." The
Shares may be sold from time to time directly by the Selling Stockholder or by
pledgees, donees, transferees or other successors in interest. Alternatively,
the Shares may be offered from time to time by the Selling Stockholder to or
through brokers or dealers who may act solely as agent, or may acquire shares as
principal. The distribution of the Shares may be effected in one or more
transactions that take place on the National Association of Securities Dealers
Automated Quotation Systems ("Nasdaq"), including block trades, ordinary
broker's transactions, privately negotiated transactions or through sales to one
or more broker/dealers for resale of such securities as principals, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. Usual and customary or specifically
negotiated brokerage fees or commissions may be paid by these holders in
connection with such sales. In connection with such sales, the Selling
Stockholder and any participating brokers or dealers may be deemed
"underwriters" as such term is defined in the Securities Act of 1933, as
amended.
None of the proceeds from the sale of the Shares by the Selling
Stockholder will be received by the Company. The Company will receive the
proceeds from the exercise of the Warrant by the Selling Stockholder. There can
be no assurance, however, that the Selling Stockholder will exercise its
Warrant. The Company will bear all expenses (other than underwriting discounts
and selling commissions, state and local transfer taxes, and fees and expenses
of counsel or other advisers to the Selling Stockholder) in connection with the
registration of the Shares being offered by the Selling Stockholder.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Common Stock of the Company is traded on Nasdaq. On May 10,
1996, the reported closing price of the Common Stock on Nasdaq was $16.50 per
share.
The date of this Prospectus is _____________, 1996
<PAGE> 5
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such materials may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices located at 7 World Trade Center, 13th Floor, New
York, New York 10048 and Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
This Prospectus does not contain all the information set forth in the
Registration Statement on Form S-3 filed by the Company with the Commission (the
"Registration Statement") with respect to the securities to which this
Prospectus relates, certain parts of which are omitted in accordance with the
rules and regulations of the Commission. For further information with respect to
the Company and the shares offered hereby, reference is made to the Registration
Statement, including the exhibits thereto. Each summary in this Prospectus of
information included in the Registration Statement or any exhibit thereto is
qualified in its entirety by reference to such information or exhibit.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company hereby incorporates by reference the following documents
filed with the Securities and Exchange Commission:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended April 29, 1995, as filed on July 28, 1995;
(b) The Registrant's Annual Report on Form 10-K/A for the fiscal
year ended April 29, 1995, as filed on August 11, 1995;
(c) The Registrant's Annual Report on Form 10-K/A for the fiscal
year ended April 29, 1995, as filed on October 19, 1995;
(d) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended July 29, 1995, as filed on September 12, 1995;
(e) The Registrant's Quarterly Report on Form 10-Q/A for the
quarter ended July 29, 1995, as filed on September 20, 1995;
(f) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended October 28, 1995, as filed on December 12, 1995;
2
<PAGE> 6
(g) The Registrant's Quarterly Report on Form 10-Q/A for the
quarter ended October 28, 1995, as filed on February 20, 1996;
(h) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended January 27, 1996, as filed on March 14, 1996.
(i) The Registrant's definitive Proxy Statement, dated September
15, 1995 as filed with the Securities and Exchange Commission
in connection with the Registrant's Annual Meeting of
Shareholders; and
(j) The description of the Registrant's Common Stock contained in
the Registrant's registration statement on Form 8-A filed
under the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof, and prior to the termination of the offering made hereby, shall be
deemed to be incorporated by reference into this Prospectus. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide a copy of any documents incorporated by
reference herein (excluding exhibits to the documents so incorporated, unless
such exhibits are specifically incorporated by reference into the information
that this prospectus incorporates), free of charge, to each person to whom this
Prospectus is delivered, upon written or oral request to Shorewood Packaging
Corporation, 277 Park Avenue, New York, New York 10172, Attention: Corporate
Secretary; telephone (212) 371-1500.
3
<PAGE> 7
THE COMPANY
Shorewood Packaging Corporation and its subsidiaries (collectively,
"Shorewood" or the "Company") print and manufacture high quality paperboard
packaging for the cosmetics, home video, music, software, tobacco and toiletries
and general consumer markets in the United States and Canada. The Company's
principal executive offices are located at 277 Park Avenue, New York, New York
10172 and its telephone number is (212) 371-1500.
USE OF PROCEEDS
None of the proceeds from the sale of the Shares by the Selling
Stockholder will be received by the Company. The proceeds, if any, received by
the Company upon exercise of the Warrant by the Selling Stockholder will be used
for working capital purposes.
SELLING SECURITY-HOLDER
On July 23, 1992, the Company issued a Warrant to purchase 300,000
shares of its Common Stock, at an exercise price of $6.88 per share, to the
Selling Stockholder who concurrently entered into a long-term supply agreement
with the Company. The Selling Stockholder has the choice of either exercising
the Warrant or receiving a cash volume discount based upon certain minimum
levels of purchases from the Company during the terms of the supply agreement.
The Warrant is exercisable immediately whereas the cash volume rebate, if any,
is payable after the expiration of the supply agreement. The Warrant expires on
August 22, 1997. At such time as the Selling Stockholder may choose to exercise
the Warrant, the related accrued cash volume rebate will no longer be available
to the Selling Stockholder and such cash volume rebate will be transferred to
additional paid in capital.
The following table sets forth certain information, as of the date
hereof, with respect to the Shares held by the Selling Stockholder.
The Selling Stockholder is not an affiliate of the Company. The shares
offered by this Prospectus may be offered from time to time by the Selling
Stockholder named below.
<TABLE>
<CAPTION>
Number of Shares Number of Shares
Name of Selling Owned Before the Shares Being Owned After
Shareholder Offering (1) Offered Offering(2)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
BMG Music 300,000 300,000 0
</TABLE>
(1) Consists of 300,000 shares of Common Stock issuable to BMG Music upon
exercise of the Warrant which is currently exercisable.
(2) Assumes that all Shares offered by this Prospectus are sold and that no
additional shares of Common Stock of the Company are acquired by BMG
during the offering period.
4
<PAGE> 8
PLAN OF DISTRIBUTION
This Prospectus may be used from time to time by the Selling
Stockholder in connection with the sale of the Shares registered hereby. The
Shares may be sold from time to time directly by the Selling Stockholder or by
pledgees, donees, transferees or other successors in interest. Alternatively,
the Shares may be offered from time to time by the Selling Stockholder to or
through brokers or dealers who may act solely as agent, or may acquire shares as
principal. The distribution of the Shares may be effected in one or more
transactions that may take place on Nasdaq, including block trades, ordinary
broker's transactions, privately negotiated transactions or through sales to one
or more broker/dealers for resale of such securities as principals, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. Usual and customary or specifically
negotiated brokerage fees or commissions may be paid by the Selling Stockholder
in connection with such sales. The Company will not pay any commissions or fees.
In connection with such sales, the Selling Stockholder and any participating
brokers or dealers may be deemed "underwriters" as such term is defined in the
Securities Act of 1933, as amended.
EXPERTS
The financial statements incorporated in this prospectus by reference
from the Company's Annual Report on Form 10-K/A for the 52 weeks ended April
29, 1995 as filed on October 19, 1995 and August 11, 1995 and in the Company's
Annual Report on Form 10-K for the 52 weeks ended April 29, 1995 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
LEGAL MATTERS
Certain legal matters relating to the Shares will be passed upon for
the Company by Bryan Cave LLP, 245 Park Avenue, New York, New York 10167-0034.
5
<PAGE> 9
================================================================================
No dealer, salesman or any other person has been authorized to give any
information or to make any representations in connection with this offering
other than those contained in this Prospectus and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or by any other person. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any securities other than the
registered securities to which it relates or an offer to or solicitation of any
person in any jurisdiction in which such offer or solicitation would be
unlawful. Neither the delivery of this Prospectus nor any sale or distribution
made hereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information .................................................... 2
Incorporation of Certain
Information by Reference ............................................... 2
The Company .............................................................. 4
Use of Proceeds .......................................................... 4
Selling Securityholder ................................................... 4
Plan of Distribution ..................................................... 5
Experts .................................................................. 5
Legal Matters ............................................................ 5
</TABLE>
================================================================================
================================================================================
SHOREWOOD PACKAGING
CORPORATION
300,000 Shares of Common Stock,
Par Value $.01
================
PROSPECTUS
================
____________, 1996
================================================================================
<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
<TABLE>
<CAPTION>
Item 14. Other Expenses of Issuances and Distribution
--------------------------------------------
<S> <C>
S.E.C. Registration .......................... $ 1,706.89
Legal Fees and Expenses ...................... 7,500.00
Accountants' Fees and Expenses ............... 5,600.00
Nasdaq ....................................... 6,000.00
Miscellaneous ................................ 0.00
----------
Total ........................................ $20,806.89
</TABLE>
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law grants each
corporation organized thereunder certain powers to indemnify its officers and
directors against liability for certain of their acts.
ARTICLE VII of the Registrant's By-Laws provides as follows:
The Corporation shall indemnify any director or officer of the
Corporation or a subsidiary, or any person serving at the request of the
Corporation or a subsidiary as a director, officer or member of another
corporation, partnership, joint venture, trust, committee or other enterprise or
any person who is or was an employee or agent of the Corporation or a
subsidiary, as deemed advisable by the Board of Directors, to the full extent
permitted by Delaware or any other applicable law.
The indemnification and advancement of expenses permitted by law shall,
unless otherwise provided, when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
ARTICLE SIXTH of the Registrant's Certificate of Incorporation
provides as follows:
A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that this provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware Code, or (iv) for any transaction from
which the director derived an improper personal benefit.
II-1
<PAGE> 11
Item 16. Exhibits
(a)
Exhibit No. Description
5.1 -- Opinion of Bryan Cave LLP
23.1 -- Consent of Deloitte & Touche LLP
24.1 -- Power of Attorney (included on signature page)
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities
II-2
<PAGE> 12
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-3
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on this
13th day of May, 1996.
SHOREWOOD PACKAGING CORPORATION
By: /s/ Howard M. Liebman
---------------------------------------
Howard M. Liebman, Executive Vice
President and Chief Financial Officer
Date: May 13, 1996
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints HOWARD M. LIEBMAN and MARC P. SHORE, and
each of them, his true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission granting into said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing, requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Marc P. Shore Chairman of the Board, Chief May 13, 1996
- --------------------- Executive Officer, President
Marc P. Shore and Director
/s/ Floyd S. Glinert Executive Vice President- May 13, 1996
- --------------------- Marketing and Director
Floyd S. Glinert
</TABLE>
II-4
<PAGE> 14
<TABLE>
<S> <C> <C>
/s/ Howard M. Liebman Executive Vice President May 13, 1996
- --------------------- Chief Financial Officer and
Howard M. Liebman Director
(Principal Financial Officer)
/s/ William H. Hogan Corporate Controller May 13, 1996
- --------------------- (Principal Accounting Officer)
William H. Hogan
Director , 1996
- --------------------- ------
William Weidner
/s/ R. Timothy O'Donnell Director May 13, 1996
- ---------------------
R. Timothy O'Donnell
Director , 1996
- --------------------- ------
Melvin Braun
Director , 1996
- --------------------- ------
Seymour Leslie
/s/ Kevin J. Bannon Director May 13, 1996
- ---------------------
Kevin J. Bannon
</TABLE>
II-5
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
5.1 Opinion of Bryan Cave LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Bryan Cave LLP
(included in Exhibit 5.1)
</TABLE>
II-6
<PAGE> 1
EXHIBIT 5.1
II-7
<PAGE> 2
[BRYAN CAVE LLP LETTERHEAD]
May 13, 1996
Shorewood Packaging Corporation
277 Park Avenue
New York, New York 10172
Dear Sirs:
We refer to the Registration Statement on Form S-3 filed by you with
the Securities and Exchange Commission relating to 300,000 shares of Common
Stock, $.01 par value per share (the "Shares"), of Shorewood Packaging
Corporation (the "Company").
We have examined and are familiar with originals, or copies certified
or otherwise identified to our satisfaction, of such corporate records of the
Company, certificates of officers of the Company and of public officials and
such other documents as we have deemed appropriate as a basis for the opinions
expressed below.
Based upon the foregoing, we are of the opinion that:
1. The Company is duly incorporated and existing under the laws of the
State of Delaware;
2. The Shares, including those issuable upon exercise of the Warrant
referred to in the Registration Statement of which this is an Exhibit, have been
duly authorized; and
3. The Shares (including those issuable upon due exercise of the
Warrant in accordance with their terms) being sold by the Selling Stockholder,
when sold as contemplated in the Registration Statement, will be legally issued,
fully paid and non-assessable.
We hereby consent to the use of this opinion in the above-mentioned
Registration Statement and to the reference to our name under the heading "Legal
Matters" in the Prospectus constituting a part of such Registration Statement.
Very truly yours,
/s/ Bryan Cave LLP
-------------------
BRYAN CAVE LLP
II-8
<PAGE> 1
EXHIBIT 23.1
II-9
<PAGE> 2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Shorewood Packaging Corporation on Form S-3 of our reports dated
June 27, 1995, appearing in the Annual Report on Form 10-K/A of Shorewood
Packaging Corporation for the 52 weeks ended April 29, 1995 as filed on October
19, 1995 and August 11, 1995 and in the Company's Annual Report on Form 10-K
for the 52 weeks ended April 29, 1995 and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.
DELOITTE & TOUCHE LLP
New York, New York
May 9, 1996
